Exhibit 10.3

THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT OF 1933, AS AMENDED,  OR REGISTERED OR QUALIFIED  UNDER ANY
STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD,  TRANSFERRED,  PLEDGED OR
HYPOTHECATED  UNLESS  SUCH  SALE,  TRANSFER,   PLEDGE  OR  HYPOTHECATION  IS  IN
ACCORDANCE WITH SUCH ACT AND APPLICABLE STATE SECURITIES LAWS.

July 29, 2005                                                      Warrant No. 1

                                     WARRANT

                           to Purchase Common Stock of

                      Urban Television Network Corporation
                              a Nevada corporation

         This  Warrant  certifies  that  Miles  Investment  Group,  LLC, a Texas
limited  liability  company  ("Purchaser"),  is entitled to purchase  from Urban
Television Network Corporation, a Nevada corporation (the "Company"), the Shares
(as  defined  herein)  in the  amounts  and at the  Exercise  Price (as  defined
herein), all on the terms and conditions hereinafter provided.

         Section 1. Certain  Definitions.  As used in this  Warrant,  unless the
context otherwise requires:

         "Affiliate"   shall  mean:  (i)  any  Person   directly  or  indirectly
controlling,  controlled by, or under common control with, another Person;  (ii)
any Person owning or  controlling  ten (10%) percent or more of the  outstanding
voting securities of another Person; (iii) any officer, director or partner of a
Person;  and (iv) if a Person  is an  officer,  director  or  partner,  any such
company for which such Person acts in such capacity.

         "Articles"  shall mean the Certificate of Incorporation of the Company,
as in effect from time to time.

         "Common  Stock"  shall  mean the  Company's  authorized  common  stock,
$0.0001 par value per share.

         "Exercise  Price" shall mean the  exercise  price of $0.01 per share of
Common Stock as determined as follows, as adjusted from time to time pursuant to
Section 3 hereof.

         "Expiration Date" shall mean five (5) years from the date of Closing.

         "Securities Act" shall mean the Securities Act of 1933, as amended.

         "Shares" shall mean the number of shares of the Company's common stock.

         "Warrant"  shall mean this Warrant and all  additional  or new warrants
issued upon division or combination  of, or in  substitution  for, this Warrant.
All such  additional or new warrants shall at all times be identical as to terms
and conditions  and date,  except as to the number of shares of Common Stock for
which they may be exercised.

         "Warrant  Stock" shall mean the shares of Common Stock  purchasable  by
the holder of this Warrant upon the exercise of such Warrant.

         "Warrantholder"  shall mean  Purchaser,  as the initial  holder of this
Warrant,  and its  nominees,  successors or assigns,  including  any  subsequent
holder of this Warrant to whom it has been legally transferred.

         Section 2. Amount of Shares and Exercise of Warrant.

         (a) Upon  signing  this  Warrant  Agreement,  the  Company  has  issued
separate  warrants to  Purchaser,  entitling  Purchaser  to purchase  30,000,000
shares of Company common stock.  Subject to the Purchase not being in default on
its Stock Subscription Agreement with the Company, the warrants issued this date
to  Purchaser  are each  fully  vested  and  earned  on the  following  exercise
schedule;

         (a.1) Two Million  (2,000,000) shares, in whole or in part, at any time
after the date hereof  through and including the  Expiration  Date and after the
OTCBB  Exchange  bid  price  per  share  equals  or  exceeds  $.40  for ten (10)
consecutive business days.
         (a.2) Two Million  (2,000,000) shares, in whole or in part, at any time
after the date hereof  through and including the  Expiration  Date and after the
OTCBB  Exchange  bid  price  per  share  equals  or  exceeds  $.75  for ten (10)
consecutive business days.

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<PAGE>

         (a.3) Three  Million  (3,000,000)  shares,  in whole or in part, at any
time after the date hereof through and including the  Expiration  Date and after
the OTCBB  Exchange  bid price per share  equals or  exceeds  $1.05 for ten (10)
consecutive business days.
         (a.4) Three  Million  (3,000,000)  shares,  in whole or in part, at any
time after the date hereof through and including the  Expiration  Date and after
the OTCBB  Exchange  bid price per share  equals or  exceeds  $1.30 for ten (10)
consecutive business days.
         (a.5) Ten Million (10,000,000) shares, in whole or in part, at any time
after the date hereof  through and including the  Expiration  Date and after the
OTCBB  Exchange  bid  price  per  share  equals  or  exceeds  $4.50 for ten (10)
consecutive business days.
         (a.6) Ten Million (10,000,000) shares, in whole or in part, at any time
after the date hereof  through and including the  Expiration  Date and after the
OTCBB  Exchange  bid  price  per  share  equals  or  exceeds  $6.00 for ten (10)
consecutive business days.

         (b)  Warrantholder  may exercise this Warrant by means of delivering to
the Company at its principal office: (i) a written notice of exercise, including
the number of Shares of Warrant Stock to be delivered  pursuant to such exercise
and  identifying  whether  the  exercise  is  being  made  by cash  purchase  or
conversion  of  shares  of  common  stock;  (ii)  this  Warrant;  and  (iii)  if
applicable,  payment  equal to the Exercise  Price  multiplied  by the number of
shares exercised.  In the event that any exercise shall not be for all Shares of
Warrant Stock purchasable hereunder,  the Company shall deliver to Warrantholder
a new Warrant  registered  in the name of  Warrantholder,  of like tenor to this
Warrant and for the  remaining  shares of Warrant Stock  purchasable  hereunder,
within ten (10) days of any such exercise.  The notice of exercise  described in
clause (i) shall be in the Subscription Form set out at the end of this Warrant.

         Warrantholder  shall pay the  Exercise  Price to the  Company  by cash,
certified check or wire transfer.

         (c) Upon exercise of this Warrant and delivery of the Subscription Form
with proper payment relating thereto, the Company shall cause to be executed and
delivered to Warrantholder as soon as possible,  and in no event later than five
business  days  thereafter,  a  certificate  or  certificates  representing  the
aggregate number of fully-paid and nonassessable shares of Common Stock issuable
upon such exercise.

         (d) The stock  certificate  or  certificates  for  Warrant  Stock to be
delivered in accordance  with this Section 2 shall be in such  denominations  as
may be specified in the  Subscription  Form, and shall be registered in the name
of  Warrantholder  or such  other name or names as shall be  designated  in said
Subscription Form. Such certificate or certificates shall be deemed to have been
issued,  and Warrantholder or any other person so designated to be named therein
shall be deemed to have become the holder of record of such shares, including to
the extent  permitted  by law the right to vote such  shares or to consent or to
receive  notice  as  stockholders,  as of the  time  said  Subscription  Form is
delivered to the Company as aforesaid.

         (e) The Purchaser  Company shall pay all expenses payable in connection
with the  preparation,  issue and  delivery  of stock  certificates  under  this
Section 2;  including  any  transfer  taxes  resulting  from the exercise of the
Warrant and the issuance of Warrant Stock hereunder.

         (f) All shares of Warrant  Stock  issuable  upon the  exercise  of this
Warrant in accordance with the terms hereof shall be validly issued,  fully paid
and nonassessable, and free from all liens and other encumbrances thereon, other
than liens or other encumbrances created by Warrantholder.

         (g) In no event  shall  any  fractional  share of  Common  Stock of the
Company be issued upon any  exercise of this  Warrant.  If, upon any exercise of
this Warrant,  Warrantholder  would,  except as provided in this  paragraph,  be
entitled to receive a fractional  share of Common Stock,  then the Company shall
deliver in cash to such holder an amount equal to such fractional interest.

         Section 3. Adjustment of Exercise Price and Warrant Stock.

         (a) If,  at any time  prior  to the  Expiration  Date,  the  number  of
outstanding shares of Common Stock is: (i) increased by a stock dividend payable
in shares of Common  Stock or by a  subdivision  or split-up of shares of Common
Stock;  or (ii)  decreased by a  combination  of shares of Common  Stock,  then,
following the dividend or effective  date of such stock  dividend,  subdivision,
split-up,  or combination,  the Exercise Price shall be adjusted to a new amount


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<PAGE>

equal to the product of (I) the  Exercise  Price in effect on such record  date,
and (II) the  quotient  obtained by dividing  (x) the number of shares of Common
Stock  outstanding  on such  record  date  (without  giving  effect to the event
referred to in the foregoing clause (i) or (ii)), by (y) the number of shares of
Common Stock which would be outstanding  immediately after the event referred to
in the  foregoing  clause (i) or (ii),  if such event had  occurred  immediately
following such record date.

         (b) If,  after  the  date of  Closing,  and at any  time  prior  to the
Expiration  Date,  the Company issues or sells shares of its Common Stock or any
other shares of its Common  Stock or any other  securities  convertible  into or
exchangeable  for  Common  Stock  ("Convertible  Securities"),  or in any manner
grants  or  re-prices  any  warrants,  options  or other  rights  (collectively,
"Options") to purchase shares of Common Stock or Convertible  Securities,  after
the date hereof, which entitles the subscriber,  or the holder of such Option or
Convertible  Security,  to purchase  any shares of Common Stock at less than the
then current  Exercise  Price (or the Exercise  Price as  ultimately  determined
pursuant to the definition of Exercise Price), then the Exercise Price in effect
immediately  prior to such action by the Company  shall be adjusted to equal the
price at which any such  subscriber  or holder shall be entitled to purchase any
such shares of Common Stock.

         (c) In the event that either of the events described in Section 3(a) or
Section  3(b) shall  occur  prior to the  determination  of the  Exercise  Price
(pursuant to the definition of such term),  then immediately upon the occurrence
of the event that shall cause the  determination  of the Exercise Price pursuant
to such  definition,  such  Exercise  Price  shall  immediately  be  adjusted in
accordance with this Section 3.

         (d) Upon each  adjustment of the Exercise  Price as provided in Section
3(a) or Section 3(b),  Warrantholder  shall  thereafter be entitled to subscribe
for and purchase,  at the Exercise  Price  resulting from such  adjustment,  the
number of shares of Warrant  Stock  equal to the  product  of: (i) the number of
shares of Warrant Stock existing prior to such adjustment; and (ii) the quotient
obtained by dividing (I) the Exercise Price existing prior to such adjustment by
(II) the new Exercise Price resulting from such adjustment.

         (e) If, at any time prior to the Expiration Date, there occurs an event
which would  cause the  automatic  conversion  ("Automatic  Conversion")  of the
Warrant  Stock into shares of the  Company's  common stock  ("Common  Stock") in
accordance with the Articles,  then any Warrant shall thereafter be exercisable,
prior to the  Expiration  Date,  into the number of shares of Common  Stock into
which the Warrant Stock would have been convertible  pursuant to the Articles if
the Automatic Conversion had not taken place.

         Section 4.  Division  and  Combination.  This Warrant may be divided or
combined  with other  Warrants upon  presentation  at the office of the Company,
together with a written notice  specifying the names and  denominations in which
new Warrants are to be issued, signed by Warrantholder or its agent or attorney.
The Company shall pay all expenses in connection with the preparation, issue and
delivery  of  Warrants  under  this  Section 4,  including  any  transfer  taxes
resulting  from the division or  combination  hereunder.  The Company  agrees to
maintain at its office books for the registration of the Warrants.

         Section 5.  Reclassification,  Etc. In case of any  reclassification or
change of the outstanding Common Stock of the Company (other than as a result of
a subdivision,  combination or stock dividend),  or in case of any consolidation
of the Company with, or merger of the Company into, another corporation or other
business organization (other than a consolidation or merger in which the Company
is the continuing  corporation and which does not result in any reclassification
or change of the outstanding Common Stock of the Company),  at any time prior to
the   Expiration   Date,   then,  as  a  condition  of  such   reclassification,
reorganization, change, consolidation or merger, lawful provision shall be made,
and duly  executed  documents  evidencing  the  same  from  the  Company  or its
successor shall be delivered to Warrantholder,  so that Warrantholder shall have
the right  prior to the  Expiration  Date to  purchase,  at a total price not to
exceed that payable upon the  exercise of this  Warrant,  the kind and amount of
shares  of  stock  and  other  securities  and  property  receivable  upon  such
reclassification, reorganization, change, consolidation or merger by a holder of
the  number of  shares of Common  Stock of the  Company  which  might  have been
purchased  by  Warrantholder   immediately   prior  to  such   reclassification,
reorganization,   change,   consolidation  or  merger,  and  in  any  such  case
appropriate  provisions shall be made with respect to the rights and interest of
Warrantholder to the end that the provisions  hereof  (including  provisions for
the  adjustment  of the Exercise  Price and of the number of shares  purchasable
upon exercise of this Warrant) shall thereafter be applicable in relation to any
shares of stock and other  securities and property  thereafter  deliverable upon
the exercise of this Warrant.


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<PAGE>

         Section 6. Reservation and  Authorization of Capital Stock. The Company
shall at all times  reserve and keep  available  for issuance such number of its
authorized  but unissued  shares of Common Stock as will be sufficient to permit
the exercise in full of all outstanding Warrants.

         Section 7. Stock and Warrant  Books.  The Company will not at any time,
except upon  dissolution,  liquidation  or winding up,  close its stock books or
Warrant  books so as to result in  preventing  or delaying  the  exercise of any
Warrant.

         Section 8.  Limitation  of Liabil ity.  No  provisions  hereof,  in the
absence  of  affirmative  action by  Warrantholder  to  purchase  Warrant  Stock
hereunder, shall give rise to any liability of Warrantholder to pay the Exercise
Price or as a stockholder of the Company  (whether such liability is asserted by
the Company or creditors of the Company).

         Section  9.  Registration  Rights.  The  Warrant  Stock  issuable  upon
exercise of this Warrant is subject to the provisions of a certain  Registration
Rights Agreement, dated the same date as this Warrant, by and among the Company,
Purchaser and the other Lenders.

         Section 10. Transfer. Subject to compliance with the Securities Act and
the applicable rules and regulations  promulgated  thereunder,  this Warrant and
all  rights  hereunder  shall be  transferable  in  whole  or in part.  Any such
transfer  shall be made at the offices of the  Company at which this  Warrant is
exercisable by Warrantholder  or its duly authorized  attorney upon surrender of
this Warrant  together with an assignment  hereof  properly  endorsed.  Promptly
thereafter  a new  warrant  shall  be  issued  and  delivered  by  the  Company,
registered in the name of the assignee.  Until  registration  of the transfer of
this Warrant on the books of the Company, the Company may treat Purchaser as the
owner hereof for all purposes.

         Section 11.  Investment  Representations;  Restrictions  on Transfer of
Warrant Stock. Unless a current registration  statement under the Securities Act
shall be in effect with respect to the Warrant  Stock to be issued upon exercise
of this Warrant,  Warrantholder, by accepting this Warrant, covenants and agrees
that, at the time of exercise hereof,  and at the time of any proposed  transfer
of Warrant Stock acquired upon exercise  hereof,  Warrantholder  will deliver to
the Company a written statement that the Warrant Stock acquired by Warrantholder
upon exercise  hereof is for the account of  Warrantholder  (or is being held by
Warrantholder as trustee, investment manager, investment advisor or as any other
fiduciary for the account of the beneficial owner or owners) for investment, and
is not  being  acquired  with a view to,  or for sale in  connection  with,  any
distribution thereof (or any portion thereof), and with no present intention (at
any such time), of offering and distributing  such Warrant Stock (or any portion
thereof).  The Warrant Stock may contain a standard  securities law  restrictive
legend reasonably required by the Secretary of the Company.

         Section 12.  Loss,  Destruction  of Warrant.  Upon  receipt of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss, theft or destruction, upon receipt of
indemnity and/or security reasonably satisfactory to the Company or, in the case
of any such  mutilation,  upon surrender and  cancellation of such Warrant,  the
Company  will make and  deliver,  in lieu of such  lost,  stolen,  destroyed  or
mutilated  Warrant,  a new Warrant of identical tenor and representing the right
to purchase the same aggregate number of shares of Common Stock.

         Section  13.  Accredited   Investor.   Warrantholder   represents  that
Warrantholder  is an  accredited  investor in all respects as defined  under the
Securities Exchange Act and all other Federal and State Regulations.

         Section 14. Amendments.  The terms of this Warrant may be amended,  and
the  observance  of any term  herein  may be waived,  but only with the  written
consent of the Company and Warrantholder.

         Section 15. Notices  Generally.  Any notice,  request,  consent,  other
communication or delivery  pursuant to the provisions hereof shall be in writing
and shall be sent by one of the following  means: (i) by registered or certified
first class mail, postage prepaid,  return receipt requested;  (ii) by facsimile
transmission  with  confirmation  of  receipt;  (iii) by  nationally  recognized
courier service guaranteeing  overnight delivery;  or (iv) by personal delivery;
and shall be properly  addressed to  Warrantholder  at the last known address or
facsimile  number  appearing on the books of the Company,  or,  except as herein
otherwise expressly provided,  to the Company at its principal executive office,
or such other  address or facsimile  number as shall have been  furnished to the
party giving or making such notice, demand or delivery.


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<PAGE>

         Section 16.  Successors and Assigns.  This Warrant shall bind and inure
to the benefit of and be enforceable by the parties hereto and their  respective
permitted  successors  and assigns  which shall be limited to  Affiliates of the
holder hereof.

         Section 17.  Arbitration.  The parties  agree that any dispute  arising
hereunder will be subject to Christian  mediation.  The parties will endeavor to
choose a neutral,  third-party  Christian  mediator who does not have a personal
relationship  with either,  and on whom they can both agree.  If the parties are
unable to reach  written  agreement  on a  mediator,  then each will  choose one
neutral Christian mediator from the list of Christian  mediators in any credible
Christian  mediation  organization,  and within  fifteen  (15) days those chosen
individuals  will  choose a  mediator  appropriate  for this  mediation.  If the
parties are unable to reach an agreement through mediation, both agree to submit
their dispute to binding  arbitration within ninety (90) days from the selection
of the arbitrator.  If after thirty (30) days from the  unsuccessful  mediation,
the parties are unable to reach a written  agreement on an arbitrator,  then the
process for choosing a mediator  outlined  previously in this  paragraph will be
instituted to aid in the appointment of an arbitrator.  The appointment shall be
binding.

         Section 18.  Governing  Law. In all respects,  including all matters of
construction, validity and performance, this Warrant and the obligations arising
hereunder  shall be governed by, and construed and enforced in accordance  with,
the laws of the State of Texas  applicable  to contracts  made and  performed in
such State, except with respect to the validity of this Warrant, the issuance of
Warrant Stock upon exercise hereof and the rights and duties of the Company with
respect to  registration  of  transfer,  which  shall be governed by the General
Corporation  Law of the State of Texas,  in each case  without  reference to the
conflicts of laws  principles of the State of Texas.  The parties agree that Any
dispute arising  hereunder will be subject to The exclusive  jurisdiction of the
TARRANT county district courts.


         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in
its name by a duly authorized officer.

Dated: July 29, 2005


                                      Urban Television Network Corporation,
                                      a Nevada corporation


                                      By: /s/ Randy Moseley
                                         ---------------------------------------
                                         Randy Moseley, Executive Vice President









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