Exhibit 10.0
2003 Non-Qualified Stock Grant and Option Plan

                               2003 NON-QUALIFIED
                           STOCK GRANT AND OPTION PLAN

         1. PURPOSE: This Non-Qualified Stock Grant and Option Plan (the "Plan")
is intended to serve as an  inventive  to and to  encourage  stock  ownership by
certain directors,  officers, employees of and certain persons rendering service
to  Urban   Television   Network   Corporation,   a  Nevada   corporation   (the
Corporation"),  so that they may acquire or increase their proprietary  interest
in the  success  of the  Corporation,  and to  encourage  them to  remain in the
Corporation's service.

         2.  ADMINISTRATION:  The  Plan  will  be  administered  by a  committee
appointed  by the  Corporation's  Board  of  Directors  (the  "Committee").  The
Committee  will  consist of not less than two (2) members who will be  appointed
by, and serve at the  pleasure of, the  Corporation's  Board of  Directors.  The
Board of Directors may from time to time remove members from, or add members to,
the Committee.  Vacancies on the Committee,  however caused, will be filled only
by the Board of  Directors.  The  Committee  will  select one of its  members as
Chairman,  and will hold meetings at such times and places as it may  determine.
Acts by a majority  of the  Committee  in a meeting at which a quorum is present
and acts approved in writing by a majority of the members of the committee  will
be the valid acts of the Committee.  No member of the Committee will vote on any
matter  concerning  his or her own  participation  in the Plan,  except that the
Board of  Directors  as a whole may act on stock  grants and options  granted to
directors. If no Committee has been appointed,  the entire Board will constitute
the Committee.

         The Committee  will be  authorized to grant stock and/or  options under
the Plan to such directors,  officers,  employees of and other persons rendering
service  to the  Corporation  or any  parent or  subsidiary  corporation  of the
Corporation,  as defined for  purposes of Internal  Revenue  Code  Section  422A
("Parent or Subsidiary"), at such times and in such amounts as it may decide.

         The  interpretation and construction by the Committee of any provisions
of the Plan or of any option  granted  under it will be final  unless  otherwise
determined  by the Board of  Directors.  No member of the  Committee or Board of
Directors will be liable for any action or determination made in good faith with
respect to the Plan or any option granted under it.

         3. ELIGIBILITY

                  3.1.  General:   The  Participants  will  include   directors,
employees,   including   officers,   of  the  Company  and  its   divisions  and
subsidiaries,  and  consultants  and attorneys who provide bona fide services to
the  Company.  Participants  are  eligible  to  be  granted  warrants,  options,
restricted  common, or unrestricted  common and other awards under this Plan and
to have their bonuses  and/or  consulting  fees payable in warrants,  restricted
common, unrestricted common and other awards. A Participant who has been granted
an option,  or warrant  hereunder may be granted an additional  option,  warrant
options, warrants or preferred stock, if the Committee will so determine.

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                  3.2. Termination of Eligibility:  Any option granted hereunder
will expire if, for any reason  other than his or her death,  the  optionee  (i)
ceases to be employed by the Corporation or a Parent or Subsidiary thereof; (ii)
is no  longer a member  of the  Corporation's  Board of  Directors;  or (iii) no
longer performs services for the Corporation as an independent  contractor.  The
expiration  will take  effect  at the  earliest  of the  following  times:  four
(4)months  from the date of the  occurrence  causing  termination of eligibility
(twelve (12) months if the optionee's  eligibility  ceases because of his or her
disability),  or upon the date the  option  expires by its  terms.  During  such
four-month period, the option may be exercised in accordance with its terms, but
only in  respect of the  number of shares  for which the right to  exercise  has
accrued on the date of  termination  of  employment,  or status as a director or
independent contractor. The Committee will decide whether an authorized leave of
absence or absence for  military  or  governmental  service,  or absence for any
other reason,  will  constitute  termination of eligibility for purposes of this
Section. This determination will be subject to review by the Board of Directors.

                  3.3. Death of Optionee and Transfer of Option: If the optionee
dies while  eligible to participate in the Plan, or within four (4) months after
the termination of his or her eligibility, and will not have fully exercised the
option,  the option may be exercised at any time within twelve (12) months after
the optionee's  death by the optionee's  executors or  administrators  or by any
person or persons who acquired the option  directly from the optionee by bequest
or inheritance.  However,  no option will be exercisable  after it expires;  and
options  may be  exercised  only to the  extent  that  the  optionee's  right to
exercise the option had accrued at the time of his or her death and had not been
previously  exercised.  No option will be transferable by the optionee otherwise
than by will or the laws of intestate succession.

         4.  IDENTIFICATION OF STOCK: The stock subject to grant and the options
will be shares of the  Corporation's  authorized  but  unissued  or  acquired or
reacquired  Common Stock, par value $0.0001 (the "Stock").  The aggregate number
of shares subject to stock grants and options will not exceed  2,000,000  shares
of Stock  (subject to  adjustment  as provided  in Section  5.6).  If any option
granted  hereunder  will expire or terminate for any reason  without having been
exercised  in  full,  the  unpurchased  shares  subject  thereto  will  again be
available for purposes of this Plan.

         5. STOCK GRANTS, OPTIONS AND WARRANTS: The Committee will have sole and
absolute  discretionary  authority  (i) to determine,  authorize,  and designate
those  persons  pursuant  to this  Plan who are to  receive  warrants,  options,
restricted  common,  or  unrestricted  common  stock  under  the  Plan,  (ii) to
determine  the  number of shares of Common  Stock to be covered by such grant or
such options or warrants and the terms  thereof,  (iii) to determine the type of
Common  Stock  granted:   restricted  common  or  convertible  preferred  stock,
unrestricted common stock or a combination of restricted and unrestricted common
stock.  The  Committee  will  thereupon  grant  stock,  options or  warrants  in
accordance  with such  determinations  as  evidenced  by a written  stock grant,
option or warrant agreement.  Subject to the express provisions of the Plan, the
Committee  will have  discretionary  authority to  prescribe,  amend and rescind
rules and regulations  relating to the Plan, to interpret the Plan, to prescribe
and amend  the terms of the  option or  warrant  agreements  (which  need not be
identical) and to make all other  determinations  deemed  necessary or advisable
for the  administration  of the  Plan.  Any  stock,  option or  warrant  granted
pursuant to the Plan will comply with and be subject to the following  terms and
conditions:

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                  5.1.  Number of Shares:  Each  grant,  option or warrant  will
state the number of shares to which it pertains.

                  5.2. Price:  Each stock grant,  option or warrant will state a
price, which will be determined at the Committee's discretion.

                  5.3. Method of Option Exercise: An option will be exercised by
written notice to the  Corporation  stating the number of shares with respect to
which the option is being  exercised  and  designating  a time for the  delivery
thereof,  which will be not more than  fifteen  (15) days after  notice is given
unless  another date was  mutually  agreed  upon.  At the time  specified in the
notice,  the  Corporation  will  deliver to the  optionee  at the  Corporation's
principal  office,  or other  appropriate  place  the  Committee  determines,  a
certificate(s)  for such shares of previously  authorized but unissued shares or
acquired  or  reacquired   shares  of  Stock  as  the   Corporation  may  elect.
Notwithstanding  the foregoing,  the  Corporation  may postpone  delivery of any
certificate(s)  after notice of exercise for any reasonable  period  required to
comply  with  any  applicable  listing  requirements  of any  national  or other
securities  exchange.  In the event an option will be  exercisable by any person
other  than the  optionee,  the  required  notice  under  this  section  will be
accompanied by appropriate proof of such person's right to exercise the option.

                  5.4. Medium and Time Payment: The option price will be payable
in full upon the exercise of the option by certified  or bank  cashier's  check,
the  promissory  note  of  the  optionee,  or any  equivalent  form  of  payment
acceptable to the Corporation.

                  5.5. Term of Option:  The term of an option granted  hereunder
will be determined  by the  Committee at the time of grant,  but will not exceed
ten  (10)  years  from the day of the  grant.  In no event  will any  option  be
exercisable after the expiration of its term.

                  5.6.  Adjustments Upon Changes in  Capitalization:  Subject to
any required  shareholder  action, the number of shares of stock covered by each
outstanding  option  and the  price  per  share  in  each  such  option  will be
proportionately  adjusted  for any  increase or decrease in the number of issued
shares  of  Stock  of the  Corporation  resulting  from:  (i) a  subdivision  or
consolidation  of shares;  (ii) the payment of a stock dividend (but only on the
Stock);  (iii) any other  increase  or  decrease  in the  number of such  shares
effected without receipt of  consideration  by the  Corporation;  (iv) or, as to
Stock  issued  other than  pursuant  to a stock  option  granted to a  director,
officer, employee or a person rendering services as an independent contractor to
the  Corporation  or any Parent or  Subsidiary,  any increase or decrease in the
number of shares made for per share  consideration less than the option price of
such  option.  Any  fraction of a share  subject to option that would  otherwise
result from an adjustment pursuant to this subparagraph will be rounded downward
to the next full number of shares without other compensation or consideration to
the holder of the option.  Subject to any required  shareholder  action,  if the
Corporation  will be the surviving  corporation in any merger or  consolidation,
each  outstanding  option will  pertain and apply to the  securities  to which a
holder of the number of shares of Stock  subject  to the option  would have been

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entitled. The Corporation's Board of Directors may grant each optionee the right
to  exercise  his or her  option  in whole or in part  immediately  prior to the
Corporation's  dissolution or liquidation,  or merger or  consolidation in which
the  corporation  is  not  the  surviving  corporation.  If the  Corporation  is
consolidated  with or merged into any other  corporation,  or if the Corporation
sells or  transfers  all or  substantially  all of its  assets,  or if any other
similar event affecting shares of Stock of the Corporation  should occur, and if
the  exercisability  of the options is not accelerated by the Board of Directors
and the acquiring  Corporation  assumes the Corporation's  obligations under the
options granted under this Plan, then each optionee will be entitled  thereafter
to purchase  shares of stock and other  securities  and property in the kind and
amount, and at the price, which the optionee would have been entitled had his or
her option been exercised prior to such event.  The Corporation will make lawful
provision  therefore  as part of any such  transaction.  To the extent  that the
foregoing  adjustments  relate to stock or securities of the  Corporation,  they
will be made by the Committee,  whose  determinations will be final, binding and
conclusive.  The grant of an option  pursuant to the Plan will not affect in any
way the  Corporation's  right or power to make  adjustments,  reclassifications,
reorganizations or changes of its capital or business structure,  or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.  Whenever the Corporation  takes any action resulting in
any adjustment  provided for in this Section 5.6, the Corporation will forthwith
deliver  notice of the action to optionee.  The notice will set forth the number
of shares subject to this Option and the purchase  price thereof  resulting from
the adjustment.

                  5.7.  Rights as a Shareholder:  An optionee or a transferee of
an option  will  have no rights as a  shareholder  with  respect  to any  shares
underlying his or her option until the date the optionee is issued a certificate
for  such  shares.  No  adjustment  will  be made  for  dividends  (ordinary  or
extraordinary,  whether in cash,  securities or other property) or distributions
or other  rights  for which  the  record  date is prior to the date  such  stock
certificate is issued, except as provided in Section 5.6 above.

                  5.8. Modification,  Extension and Renewal of Options:  Subject
to the terms  and  conditions  and  within  the  limitations  of the  Plan,  the
Committee  may modify,  extend or renew  outstanding  options  granted under the
Plan,  or accept  the  surrender  of  outstanding  options  (to the  extent  not
theretofore exercised) and authorize the granting of new options in substitution
therefore (to the extent not theretofore exercised).

                  5.9. Other Provisions:  The option agreements authorized under
the Plan will  contain  such other  provisions,  including  without  limitation,
restrictions  upon the exercise of the option, as the Committee and the Board of
Directors  of the  Corporation  will deem  advisable.  Thus,  for  example,  the
Committee  and the Board of Directors  may require that all or any portion of an
option granted hereunder not be exercisable until a specified period of time has
passed or some other event has occurred.

         6. TERM OF PLAN:  Options may be granted pursuant to the Plan from time
to time  within a period of ten (10)  years from the date the Plan is adopted by
the  Corporation's  Board  of  Directors  or is  approved  by the  Corporation's
shareholders,  whichever occurs earlier. Termination of the Plan will not affect
any option previously granted.

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         7. AMENDMENT OF THE PLAN: To the extent permitted by law and subject to
any required approval by the Corporation's shareholders,  the Board of Directors
may  suspend  or  discontinue  the  Plan or  revise  or amend it in any way with
respect to any shares not subject to options at that time.

         8. APPLICATION OF FUNDS: The proceeds  received by the Corporation from
the  sale of  Stock  pursuant  to  options  may be used  for  general  corporate
purposes.

         9. NO  OBLIGATION  TO EXERCISE  OPTION:  The granting of an option will
impose no obligation upon the optionee to exercise such option.

         10.  SECURITIES LAWS  COMPLIANCE:  Notwithstanding  anything  contained
herein,  the  Corporation  will not be  obligated to grant any option under this
Plan, or to sell or issue any share  pursuant to any option  agreement  executed
pursuant  to the Plan,  unless the grant or sale is  effectively  registered  or
exempt from registration under the Securities Act of 1933, as amended.

As adopted by the Board of Directors on June 17, 2003.


Urban Television Network Corporation,
a Nevada corporation

/s/ Randy Moseley
-----------------
By: Randy Moseley
Its:  President