Exhibit 10.10

 

## **PROMISSORYNOTE**

 

 
| **DATE:**                          |   | October  29, 2001                    |
|------------------------------------|--------|-------------------------------------------|
|                               |   |                                      |
| **MAKER**:                         |   | **Urban  Television Network Corporation** |
|                               |   |                                      |
| **MAKER’S  MAILING ADDRESS:** |
|                               |   |                                      |
|                               |   | 213 Palomino Ct.                          |
|                               |   | Fort Worth, Texas   76126       |
|                               |   |                                      |
| **PAYEE:**                         |   | **Hispanic  Television Network, Inc.**    |
|                               |   |                                      |
| **PLACE FOR  PAYMENT:**            |
|                               |   |                                      |
|                               |   | 6125 Airport Frwy  #200              |
|                               |   | Fort  Worth, Texas   76117      |

 

**PRINCIPALAMOUNT:**   One Million Four Thousand andNo/100 Dollars  ($1,400,000.00)

 

**ANNUALINTEREST RATE ON UNPAID**

**PRINCIPALBALANCE FROM DATE OF NOTE:**      12% per annum

 

**ANNUALINTEREST RATE ON MATURED UNPAID AMOUNTS:**   14% per annum

 

**TERMS OFPAYMENT:**

 

Maker promises to pay to theorder of Payee the sum of One Million Four Hundred Thousand and No/100 Dollars($1,400,000.00), together with interest on the principal amount hereofremaining unpaid from time to time computed from the date hereof asfollows:  beginning seven months fromthe date of this Note; $25,000 per month for three months and $50,000 per monthuntil the note has been paid in full including any accrued interest owing.  Payments shall first be applied to accruedand unpaid interest and fees and then to the outstanding principal balance ofthis note.

 

                ShouldPayee fail to provide services per the Satellite Transponder Space Agreement(Exhibit A) or cease to exist as an operating company before this note is paidin full, the remaining balance of this note owing on the date Payee fails toprovide services per Exhibit A or ceases to exist as an operating company, theprincipal balance and accrued interest owing on this note at such date, whichever occurs at the earliest date, shall be considered paid in full and Maker’sfuture obligations for payment of this note shall be terminated.

 

Maker reserves the right toprepay the outstanding principal balance of this Note, in whole or in part, atany time and from time to time, without premium or penalty.

 

Maker waives presentment,demand, protest, notice of protest and non-payment or other notice of default,notice of acceleration and intention to accelerate or other notice of any kind,and agree that their liability under this Note shall not be affected by anyrenewal or extension in the time of payment hereof, or in any indulgences, orby any release or change in any security for the payment of this Note, andhereby consent to any and all renewals, extensions, indulgences, releases orchanges, regardless of the number of such renewals, extensions, indulgences,releases or changes.

 

No waiver by Payee of any ofits rights or remedies hereunder or under any other document evidencing or securingthis Note or otherwise, shall be considered a waiver of any other subsequentright or remedy of Payee; no delay or omission in the exercise or enforcementby Payee or any rights or remedies shall ever be construed as a waiver of anyright or remedy of Payee; and no exercise or enforcement of any such rights orremedies shall ever be held to exhaust any right or remedy of Payee.

 

If Maker defaults in thepayment of this Note and the default continues after Payee gives Maker twenty(20) days written notice of the default and such default has not been curedwithin such 20-day time period, then Payee may declare the unpaid principalbalance on this Note immediately due and may exercise all rights, powers, andremedies available to Payee under this Note or at law.  Maker waives all demands for payment,presentations for payment, notices of intention to accelerate maturity, noticesof acceleration of maturity, protests, and notices of protest, to the extentpermitted by law.

 

Any notice required to theMaker shall be in writing and shall be deemed to have been duly given ifdelivered personally or sent by registered or certified mail, return receiptrequested, postage prepaid, or overnight air courier guaranteeing next daydelivery to the address hereinabove specified. Notice will commence three (3) days after being placed in the UnitedStates mail, postage prepaid or when received if delivered personally or byovernight air courier.  The Maker maydesignate a new address for purposes of notice if such change of address is inwriting and delivered to the Payee.

 

If this Note is given to anattorney for collection or enforcement, or if suit is brought for collection orenforcement, or if it is collected or enforced through probate, bankruptcy, orother judicial proceeding, then Maker shall pay Payee all costs of collectionand enforcement, including reasonable attorney’s fees and court costs, inaddition to other amounts due. Reasonable attorney’s fees shall be 10% of all amounts due unless eitherparty pleads otherwise.

 

Interest on the debtevidenced by this Note shall not exceed the maximum amount of non-usuriousinterest that may be contracted for, taken, reserved, charged, or receivedunder law; any interest in excess of that maximum amount shall be credited onthe principal of the debt or, if that has been paid, refunded.  On any acceleration or required or permittedprepayment, any such excess shall be canceled automatically as of theacceleration or prepayment or, if already paid, credited on the principal ofthe debt or, if the principal of the debt has been paid, refunded.  This provision overrides other provisions inthis and all other instruments concerning the debt.

 

                ThisNote shall be interpreted, construed and enforced under and in accordance withthe laws of the State of Texas.  Anyaction to enforce same shall be brought in a court of competent jurisdictionlocated in Tarrant County, Texas.  Forthe purposes of any such action, the parties hereto agree and consent tojurisdiction in the courts of Texas.

 

When the context requires,singular nouns and pronouns include the plural.

 

Time is of the essence inall obligations of the Maker herein contained.

 

IN WITNESS WHEREOF, theundersigned Maker has duly executed this Note a Fort Worth, Texas as of thedate and year first above written.

 

 

 
|   | **MAKER:**                                |
|--------|-------------------------------------------|
|   | **URBAN  TELEVISION NETWORK CORPORATION** |
|   |                                      |
|   |                                      |
|   | S/s Randy Moseley                         |
|   | Randy Moseley, President                  |
|   |                                      |