Exhibit 10.1

                          STOCK SUBSCRIPTION AGREEMENT
                              FOR PURCHASE OF STOCK


Urban Television Network Corporation
2707 South Cooper,  Suite 119
Arlington, Texas  76015

Dear Sir or Madam:

         It is understood that, upon the acceptance of this  subscription by the
Company,  the  undersigned  will receive an executed  counterpart  of this Stock
Subscription Agreement.

         1.  Subscription.  Subject  to the terms  and  conditions  hereof,  the
undersigned Shareholder hereby irrevocably offers to purchase and subscribes for
and  agrees  to  purchase  Sixty  Nine  Million  (69,000,000)  Shares  of  Urban
Television Network Corporation, a Nevada corporation,  common stock at Ten Cents
($0.10)  per  Share  for a total  purchase  price of Six  Million  Nine  Hundred
Thousand $6,900,000) Dollars. The purchase price will be paid as follows:

         (a)  $100,000,  as a down  payment  due on  August  5,  2005)  with the
$6,800,000 balance payable on a promissory note at $250,000 Dollars every thirty
(30)  days,  beginning  thirty  (30) days  after  the date of the down  payment,
including  Zero (0%) percent  interest on the declining  balance,  until paid in
full.  The  first  payment  after  the down  payment  will be due on,  or before
September  15,  2005  with  successive  payments  due  every  thirty  (30)  days
thereafter, until paid in full, including accrued interest.

         (b) The stock  certificate  evidencing the  69,000,000  shares of Urban
Television Network Corporation shall be delivered to the undersigned immediately
upon the full payment of $6,900,000.00.

         2. Conditions of Subscription.  The undersigned  understands and agrees
that:

         (a) The Company will have no  obligation  to accept  subscriptions  for
Shares in the order received; and

         (b) The stock certificate to be issued and delivered on account of this
subscription  will  only be  issued  in the  name  of,  and  delivered  to,  the
undersigned.

         2.  Representations and Warranties of the Undersigned.  The undersigned
represents, warrants, and agrees as follows:

         a. The  undersigned  understands  that the Shares are being offered And
sold under the exemption from  registration  provided for in Section 4(2) of the
Securities Act of 1933, as amended, and Section 90.530(11) of the Nevada Revised
Statutes,  as amended,  that it is purchasing the Shares without being furnished
any offering  literature or, that this  transaction has not been  scrutinized by
the United States  Securities and Exchange  Commission or by any  administrative
agency  charged  with the  administration  of the  securities  laws of any state
because of the private aspects of the offering, that all documents, records, and
books pertaining to this investment, have been made available to the undersigned
and its  representatives,  if any, and that the books and records of the Company
are and will be available  upon  reasonable  notice for  inspection by investors
during reasonable business hours at its principal place of business.  This offer
to purchase securities originated with the subscriber and the subscriber was not
solicited by the company.  The subscriber has reviewed the Company's  annual and
quarterly periodic reports filed with the Securities and Exchange Commission.

         b. The  undersigned  is a Limited  Liability  Company  organized in the
State of Texas.

         c. The  undersigned  is an  "accredited  investor" as defined in the By
federal and state securities laws; and if not then the purchaser represents that
By virtue of its business and financial  experience  or financial  experience of
its professional advisors who are unaffiliated with and who are not compensated,
to the best of its knowledge, by the issuer or any affiliate or selling agent of
the  issuer,  directly  or  indirectly,  can be  reasonably  assumed to have the
capacity to protect its own interests in connection with this transaction.

         d. The undersigned understands and has fully considered for purposes Of
this  investment the  associated  risks and the  restricted  transferability  of

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Shares,  and that (i) the Shares are a  speculative  investment  which involve a
high degree of risk of loss by the  undersigned of its investment  therein,  and
(ii) there are  substantial  restrictions on the  transferability  of, and there
will be no public market for the Shares, and accordingly, it may not be possible
for him or her to liquidate its investment in the Shares in case of emergency;

         e.  The  undersigned  is able  (i) to bear  the  economic  risk of this
investment for an indefinite  period,  and (ii) to afford a complete loss of the
investment;

         f. The undersigned,  in making its investment  decision to purchase the
Shares, the Subscriber has relied solely upon independent investigations made by
it and/or it's  representative(s) and advisors, and the undersigned and any such
witnesses  have been given the  opportunity  to ask questions of, and to receive
answers from, persons acting on behalf of the Company concerning the Company and
the  terms  and  conditions  of this  offering,  and to  obtain  any  additional
information,  to the extent such persons possess such information or can acquire
it without unreasonable effort or expense.

         g. The  Shares  are being  acquired  by the  undersigned  in good faith
solely for its own personal account,  for investment purposes only, and not with
a view to or for the resale,  distribution,  subdivision,  or  fractionalization
thereof; the undersigned has no contract, undertaking, understanding, agreement,
or arrangement, formal or informal, with any person to sell, transfer, or pledge
to any person the Shares,  or any part thereof;  the  undersigned has no present
plans to enter into any such contract,  undertaking,  agreement, or arrangement;
and  he or  she  understands  that  the  legal  consequences  of  the  foregoing
representations  and  warranties  to mean that he or she must bear the  economic
risk of the investment for an indefinite  period of time because the Shares have
not been registered under applicable securities laws, and, therefore,  cannot be
sold unless they are subsequently  registered under such laws (which the Company
is not obligated to do) or an exemption from such registration is available;

         h. The undersigned understands that the Company is relying on the truth
and accuracy of the representations, declarations, and warranties herein made by
him or her in offering  the Shares for sale to him or her without  having  first
registered the same under the Act;

         i.  The  undersigned  consents  to the  placement  of a  legend  on the
certificate  for the  Shares,  which  legend  will be in form  substantially  as
follows:

         THESE SHARES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933
         ("1933 ACT"),  AS AMENDED,  OR UNDER THE SECURITIES  ACT OF NEVADA,  OR
         UNDER ANY OTHER  STATE OR FOREIGN  GOVERNMENT  SECURITIES  LAWS.  THESE
         SHARES MAY NOT BE SOLD, PLEDGED,  HYPOTHECATED OR OTHERWISE TRANSFERRED
         WITHOUT  REGISTRATION UNDER THE 1933 ACT, THE SECURITIES ACT OF NEVADA,
         AND ANY OTHER  APPLICABLE  STATE  SECURITIES  LAWS  UNLESS THE  COMPANY
         RECEIVES  AN OPINION OF COUNSEL  SATISFACTORY  TO THE  COMPANY  AND ITS
         COUNSEL THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE 1933
         ACT,  THE  SECURITIES  ACT OF  NEVADA,  OR ANY OTHER  STATE OR  FOREIGN
         GOVERNMENT  SECURITIES  LAWS;  AND THESE  SHARES  HAVE  BEEN  PURCHASED
         PURSUANT TO THE TERMS AND  CONDITIONS OF A PROMISSORY  NOTE AND WILL BE
         HELD IN ESCROW BY THE COMPANY UNTIL THE NOTE IS PAID IN FULL.

         j. The undersigned  further  consents to the placing of a stop transfer
order on the books of the  Company,  and with any transfer  agents,  against the
Shares, in accordance with the restrictions set out in the above legend; and

         k. If the undersigned is a corporation,  partnership,  or other entity,
the  undersigned  and the individual  representative  of the  undersigned who is
executing this Agreement each hereby  represent and warrant that the purchase of
the shares of Common Stock pursuant to this Subscription Agreement has been duly
authorized by all necessary corporate,  partnership,  or other action; that such
individual is duly  authorized to bind the  undersigned to this  Agreement;  and
that the  undersigned  was not  organized  for the purpose of  investing  in the
Company.

         The foregoing  representations,  and warranties,  and  undertakings are
made by the undersigned  with the intent that they be relied upon in determining
its suitability as a purchaser of Shares and the undersigned  hereby agrees that
such representations and warranties will survive the delivery of the certificate
for such Shares.


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         3. Events of Default. Any one or more of the following shall constitute
an  "Event  of  Default",  on the part of the  undersigned,  as the term is used
herein:

         (a)  Default  shall  occur  in the  observance  or  performance  of any
covenant or agreement  contained  herein or in the other Loan Documents that are
not  remedied  within 30 days after  notice  thereof to the  undersigned  by the
Company; or

         (b) If any representation or warranty made by the undersigned herein or
in any Loan Document, or made by the undersigned in any statement or certificate
furnished  by the  undersigned  pursuant  hereto,  is untrue or incorrect in any
material  respect as of the date of the making thereof or  subsequently  becomes
untrue or incorrect  and such  inaccuracy  is not  immediately  disclosed to the
Company; or

         (c)  The  undersigned   becomes  insolvent  or  bankrupt  or  makes  an
assignment for the benefit of creditors, or the undersigned causes or suffers an
order for  relief to be entered  with  respect  to it under  applicable  Federal
bankruptcy  law or applies for or consents to the  appointment  of a  custodian,
trustee,  liquidator,  or receiver for the  undersigned or for the major part of
the property of either; or

         (d) A custodian,  trustee, liquidator, or receiver is appointed for the
undersigned  Company or for the major part of the  property of either and is not
discharged within 30 days after such appointment; or

         (e) Bankruptcy, reorganization,  arrangement or insolvency proceedings,
or other  proceedings for relief under any bankruptcy or similar law or laws for
the relief of debtors,  are  instituted  by or against the  undersigned  and, if
instituted against the undersigned, are consented to or are not dismissed within
60 days after such institution.

         4.  Remedies.  When any Event of  Default  described  in  Section 4 has
occurred and is  continuing,  the  Company's  obligation to make the Loans shall
terminate  and the principal  balance and all accrued  interest as well as other
costs, fees and expenses due and owing on the Loans shall immediately become due
and payable,  without  presentment,  demand,  notice of acceleration,  notice of
intent  to  accelerate,  protest  or  further  notice  of  any  kind  or  nature
whatsoever, all of which are hereby expressly waived, and the Default Rate shall
commence to accrue. In addition, the Company may pursue any or all of the rights
available  to it at law or in equity or as  provided  herein  and in the  Notes,
including,  without  limitation,  all rights  and  remedies  of a secured  party
including but inclusive of the following:

         (a) If the  undersigned  shall  fail  to  keep  or  perform  any of the
covenants or agreements contained herein or if any statement,  representation or
warranty  contained  herein is false,  misleading  or  erroneous in any material
respect, the undersigned shall be deemed to be in default under the Subscription
Agreement  and  Promissory  Note and the  Company  shall be entitled at its sole
remedy  which is  foreclosure  of the  undersigned's  common  stock  held by the
Company as security for the payment under the Subscription Agreement, Promissory
Note and any  other  Loan  Document.  The  Company  shall  forever  release  the
undersigned,  its agents, employees,  directors,  officers,  members,  managers,
attorneys and affiliates of all  liabilities and they are held harmless from all
causes of action and claims in  connection  with the  transactions  between  the
Company and the undersigned and the operation of the Company.

         (b) The  undersigned  further  agrees  that  should it fail to meet the
required  installment  payments  as to dates and amounts set forth in this Stock
Subscription  Agreement and the Promissory  Note, that the Company shall be free
to enter into a stock subscription  agreement with a third party of its choosing
to complete the purchase of any  remaining  shares of the  undersigned's  common
stock  that the  undersigned  has not  purchased  under the  Stock  Subscription
Agreement and Promissory Note at the date the undersigned  becomes delinquent on
the required installment payments set forth in this agreement.

         (c) The undersigned  further agrees that should the Company take action
to complete the Stock Subscription Agreement with a third party of its choosing,
the  undersigned  shall have no rights  whatsoever  to contest the action of the
Company and shall not bring any legal action whatsoever against the Company, its
directors,  officers, assigns, successors, agents. The undersigned shall forever
release  the  Company,  its agents,  employees,  directors,  officers,  members,
managers, attorneys and affiliates of all liabilities and they are held harmless
from all causes of action and claims in connection with the transactions between
the undersigned and the Company and the operation of the Company.


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         (d)  Undersigned  further agrees that should the Company take action to
complete the Stock  Subscription  Agreement  with a third party of its choosing,
the  undersigned  shall  instruct the  officers and  directors it brought to the
Company  to  immediately  resign  (within  two  business  days of  notice by the
Company) from the Company's board of directors and as officers of the Company.

         5.  Costs  of  Remedies.  Any and all  costs  and  expenses  (including
reasonable  attorney's  fees)  incurred by the Company in pursuing  its remedies
hereunder shall be an additional  indebtedness  due and owing by the undersigned
to the Company and shall be governed by this Agreement,  the Notes and the other
Loan Documents.

         6.  Transferability.  The undersigned  agrees not to transfer or assign
this  Agreement,  or any of his interest  herein,  and any such transfer will be
void.

         7.  Revocation.  The undersigned  agrees that he or she may not cancel,
terminate,  or revoke this  Agreement or any agreement of the  undersigned  made
hereunder  and that this  Agreement  will survive the death or disability of the
undersigned  and  will be  binding  upon  the  undersigned's  heirs,  executors,
administrators, successors, and assigns.

         8. No Waiver.  Notwithstanding any of the representations,  warranties,
acknowledgments,  or agreements made herein by the undersigned,  the undersigned
does not waive any right granted to him or her under federal or state securities
laws.

         10. Miscellaneous

         a. All notices or other  communications given or made hereunder will be
sufficiently  given if  hand-delivered or mailed by registered or certified mail
return receipt requested,  postage prepaid, to the undersigned or to the Company
at the  respective  addresses set forth herein,  or such other  addresses as the
undersigned or the Company will designate to the other by notice in writing.

         b. This Agreement will be governed by and construed in accordance  with
the internal laws of the State of Texas.

         c. This Agreement  constitutes  the entire  agreement among the parties
hereto with  respect to the subject  matter  hereof and may be amended only by a
writing executed by all parties.

         d.  If  more  than  one  person  is  signing   this   Agreement,   each
representation,  and warranty,  and undertaking  made herein will be a joint and
several representation, warranty, or undertaking of each person.

         11.  Continuing   Effect  of   Representations   and  Warranties.   The
representations  and  warranties  of Paragraph 3 are true and accurate as of the
date of this Subscription Agreement and will be true and accurate as of the date
of delivery of the Funds,  and will  survive such  delivery.  If in any respect,
such  representations  and warranties will not be true and accurate prior to the
issuance  of Shares to the  undersigned,  the  undersigned  will give  immediate
written notice of such fact to the Company specifying which  representations and
warranties are not true and accurate and in what respects they are not accurate.

         12.  Indemnification.  The  undersigned  acknowledges  that  he or  she
understands  the  meaning  and legal  consequences  of the  representations  and
warranties  contained  in  Paragraph  3 and he or she  hereby  agrees to defend,
indemnify, and hold harmless the Company and its officers, directors, employees,
and agents, and their successors and assigns, from and against any and all loss,
damage, liability, or expense, including without limitation attorneys' fees, due
to or arising out of the inaccuracy of any representation or acknowledgment,  or
the  breach  of any  agreement,  warranty,  or  undertaking  of the  undersigned
contained in this Subscription Agreement.

         13.   Signatures.   The  "undersigned"  will  mean  each  entity  whose
representative's   signature  appears  below.  I  have  read  this  Subscription
Agreement and agree to be bound by its terms.


MILES INVESTMENT GROUP, LLC


 /s/ Jacob R. Miles III
-----------------------
By: Jacob R. Miles III
Title:  Managing Member
Mailing Address:   2707 South Cooper, Suite 119, Arlington, Texas   76015
Fed Tax I.D. #  ________________________


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         Urban Television  Network  Corporation,  a Nevada  corporation,  hereby
accepts the foregoing  subscription  subject to the terms and conditions  hereof
this 29th day of July, 2005.



                                            Urban Television Network Corporation

                                             /s/ Randy Moseley
                                            ------------------
                                            By:  Randy Moseley
                                            Title:  Chief Financial Officer













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