Exhibit 10.28

PROMISSORY NOTE

|Englewood, Colorado |  | $2,500,000.00
|------------------- |  | -------------
|December 21, 2001   |  |              

FOR
VALUE RECEIVED, the undersigned, JONES MEDIA NETWORKS, LTD., a Colorado corporation ("Borrower"), hereby promises to pay to the order of JONES INTERNATIONAL, LTD., a
Colorado corporation ("Lender"), at 9697 E. Mineral Avenue, Englewood, Colorado 80112, or at such other address as the Lender shall designate in writing, the principal amount of Two Million Five
Hundred Thousand Dollars ($2,500,000.00).

The
Borrower further agrees to pay interest on the unpaid principal balance at a per annum rate of eleven and three quarters percent (11.75%) from the date hereof until all amounts
hereunder are paid in full. All payments made to Lender under this Note shall be interest only until maturity. All outstanding principal and unpaid interest under this Note shall be due and payable in
full on December 21, 2004.

Interest
on the outstanding principal balance of this Note shall be compounded quarterly and shall be payable in arrears at the end of each calendar quarter. Interest shall be calculated
based on a 365/366 day year.

Principal
and interest on this Note may be prepaid in whole or, from time to time, in part at the option of Borrower, without penalty. All payments shall be applied first to the payment
of accrued interest and, after all such interest has been paid, any remainder shall be applied to the reduction of the principal balance.

This
Note shall be in default upon the occurrence of any of the following events unless, in the case of (a) or (b) below, such default is cured within ten (10) days
after Lender gives the Borrower notice of such default ("Event of Default"):



Upon
an Event of Default, the entire amount of this Note and any unpaid accrued interest shall, at the option of the Lender hereof, become immediately due and payable. If this Note is placed in the
hands of an attorney for collection, by suit or otherwise, then all costs of collection and litigation, including court costs and reasonable attorneys' fee, shall be added hereto and collectible as a
part of the principal hereof.

The
entire amount of this Note and any unpaid accrued interest shall, at the option of the Lender hereof, become immediately due and payable upon a Change in Control of Borrower, as
defined below. For purposes hereof, a "Change in Control" of Borrower shall be deemed to have occurred if the Borrower is no longer controlled, directly or indirectly, by Jones
International, Ltd., a Colorado corporation, or another company controlled, directly or indirectly, by Mr. Glenn R. Jones.

Borrower
hereby waives demand for payment, presentment for payment, notice of nonpayment or dishonor, protest and notice of protest, and agrees to any extension of time of payment and
partial payments before, at, or after maturity. No renewal or extension of this Note, no delay in the enforcement hereof, and no delay or omission in exercising any right or power hereunder, shall
affect the liability of Borrower. No delay or omission by Lender in exercising any power or right hereunder shall impair such right or power or be construed to be a waiver of any default, nor shall
any single or

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partial exercise of any power or right hereunder preclude any or the full exercise thereof or the exercise of any other right or power.

This
Note is issued under and shall be governed by and construed in accordance with the laws of the State of Colorado.

IN
WITNESS WHEREOF, the undersigned has executed this Promissory Note as of the date set forth above.

| |  | BORROWER:                                         
| |  | --------------------------------------------------
| |  | JONES MEDIA NETWORKS, LTD.,
a Colorado corporation
| |  | By:                                               

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WARRANT AGREEMENT

This
Option Agreement is made and entered into as of December 21, 2001 (the "Original Issue Date") betweenJones Media
Networks, Ltd.,a Colorado corporation (the "Company") andJones International, Ltd.,a Colorado corporation (the
"Holder").

RECITAL

The
Company has agreed to grant to the Holder the right to acquire certain shares of Class A Common Stock, $.01 par value per share, of the Company on the terms and conditions of
this Agreement.

NOW,
THEREFORE, the parties agree as follows:

1.Grant of Warrant.For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company hereby grants the right to the Holder to acquire three hundred fifty thousand (350,000) shares of Class A Common Stock, $.01 par value per share, of the Company
("Class A Stock") upon the terms and conditions set forth herein (the "Warrant"). The Warrant is issued in partial consideration for a loan to Company by Holder in the amount of $2,500,000 made
on the date of this Agreement.

2.Exercise Price.



3.Warrant Exercise.



4.No Fractional Shares or Scrip.No fractional shares or scrip representing fractional shares shall be issued
upon the exercise of the Warrant. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise Price multiplied by such
fraction.

5.Representations and Warranties of the Company.The Company represents and warrants to the Holder that:



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6.Certain Restrictions.Subject to Section 8 of this Agreement, the Holder shall not be entitled to vote
or receive dividends or be deemed the holder of Class A Stock or any other securities of the Company that may at any time be issuable on the exercise hereof for any purpose, nor shall anything
contained herein be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the
Warrant shall have been exercised as provided herein.



7.Reservation of Stock.The Company covenants that during the term the Warrant is exercisable, the Company will
reserve from its authorized and unissued Class A Stock, a sufficient number of shares to provide for the issuance of shares upon the exercise of the Warrant and, from time to time, will take
all steps necessary to amend its Articles of Incorporation to provide sufficient reserves of shares

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issuable upon exercise of the Warrant. The Company further covenants that all shares that may be issued upon the exercise of rights represented by the Warrant and payment of the Exercise Price, all
as set forth herein, will be free from all taxes, liens and charges in respect of the issue thereof.

8.Adjustments.The Exercise Price and the number of shares purchasable hereunder are subject to adjustment from
time to time as follows: (references in this Section 8 to "Common Stock" mean the Class A Stock and the Class B Common Stock, $.01 par value, of the Company).



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9.Notices.



| |  | (i)  |  | If to Holder, to:        |  | Jones International, Ltd.
9697 East Mineral Avenue
Englewood, CO 80112
Attn: Glenn R. Jones
Phone: (303) 792-3111
Fax: (303) 784-8510
| |  | ---- |  | ------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------
| |  |      |  | With a courtesy copy to: |  | Counsel's Office
9697 East Mineral Avenue
Englewood, CO 80112
Phone: (303) 792-3111
Fax: (303) 799-1644                              
| |  | (ii) |  | If to the Company, to:   |  | Jones Media Networks, Ltd.
9697 East Mineral Avenue
Englewood, CO 80112
Phone: (303) 792-3111
Fax: (303) 784-8579                    
| |  |      |  |                          |  |                                                                                                                                      

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| |  |  |  | With a courtesy copy to: |  | Counsel's Office
9697 East Mineral Avenue
Englewood, CO 80112
Phone: (303) 792-3111
Fax: (303) 799-1644
| |  |  |  | ------------------------ |  | -------------------------------------------------------------------------------------------------------

Notices
delivered personally or by courier shall be effective upon delivery to the intended recipient. Notices transmitted by facsimile transmission shall be effective when confirmation of
transmission is received. Notices delivered by registered or certified mail shall be effective on the delivery date set forth on the receipt of registered or certified mail, or three days after
deposit in the mail, whichever is earlier.

10.Miscellaneous.



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IN
WITNESS WHEREOF, the parties have caused this Option Agreement to be executed by is officers thereunto duly authorized.

|Jones International, Ltd. |  | Jones Media Networks, Ltd.                              
|------------------------- |  | --------------------------------------------------------
|By:                       |  | /s/TIMOTHY J. BURKETimothy J. Burke
Group Vice President

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