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EXHIBIT

10.47




 




This

instrument and the rights and obligations evidenced hereby are subordinate in

the manner and to the extent set forth in that certain Subordination and

Intercreditor Agreement dated as of November 30, 2001 among Holdings (as

defined below), the Company (as defined below) and LaSalle Bank National

Association, to the indebtedness (including interest) owed by the Company

pursuant to that certain Amended and Restated Credit Agreement dated as of

August 14, 2001 among the Company and LaSalle Bank National Association, as

such Credit Agreement has been and hereafter may be amended, supplemented or

otherwise modified from time to time and to indebtedness refinancing the

indebtedness under that agreement as contemplated by the Subordination and Intercreditor

Agreement; and each holder of this instrument, by its acceptance hereof,

irrevocably agrees to be bound by the provisions of the Subordination and

Intercreditor Agreement.




 




SUBORDINATED PROMISSORY

NOTE




 




	

  $665,000


  	

  November 30, 2001


  





 




FOR VALUE RECEIVED, CTN

Media Group, Inc., a Delaware corporation (the “Company”), hereby

promises to pay to the order of U–C Holdings, L.L.C. (“Holdings”)

the principal sum of




                Six Hundred

Sixty-Five Thousand and 00/100 Dollars ($665,000)




 




or such lesser principal

amount then outstanding, together with all accrued and unpaid interest

thereon.  Interest on the principal

amount of this Note will accrue from and including the date hereof to and

including the date such principal amount is paid, at 2.69% per annum or, if lower,

the highest rate established by applicable law (based on a year of 360 days and

computed on the number of days actually elapsed).




The Company shall pay the

principal amount of $36,944.45 (or such lesser principal amount then

outstanding) to the holder of this Note on the last business day of each month,

together with all accrued and unpaid interest on the principal amount being

repaid, beginning November 30, 2001.




The Company may prepay

amounts due on this Note in whole or in part without penalty or premium at any

time.  Any payment of principal by the

Company will be accompanied by all accrued and unpaid interest on the principal

sum being repaid.  The holder of this

Note will note all partial payments of principal and accompanying payments of

interest on 




 





























 




the face or

reverse side of this Note.  All such

prepayments shall be applied to reduce future installments in order of

maturity.




This Note is subject to

the terms and conditions of a Termination and Purchase Agreement dated as of

October 31, 2001, as amended, by and between Holdings, Jason Elkin (“Executive”)

and the Company (the “Termination Agreement”), which agreement (as

amended in accordance with its terms) is hereby incorporated herein in full by

reference.  Except as otherwise

indicated herein, capitalized terms used in this Note have the same meanings

set forth in the Termination Agreement.




This instrument is

subject to the terms and conditions of a Subordination and Intercreditor

Agreement (“Subordination Agreement”), dated as of November 30,

2001, in favor of LaSalle Bank National Association, which agreement (as

amended in accordance with its terms) is incorporated herein by reference.




In the event of a

material breach, at any time, by Executive of the Termination Agreement or a

breach, at any time, by Executive the Surviving Provisions of the Employment

Agreement, Executive shall not be entitled to receive any amounts owing under

this Note (assuming Executive is the holder of this Note at such time).




This Note shall not be

assignable by Holdings other than to Executive and, upon such receipt by

Executive, shall inure to the benefit of Executive.  So long as the Subordination Agreement is in effect, this Note

shall not be assignable by Executive, in whole or in part, except in accordance

with Section 2.6 of the Subordination Agreement.  The Company’s obligations hereunder shall be binding upon its

successors and assigns; provided that no assignment (including, without

limitation, by operation of law or otherwise) shall relieve the Company from

its obligations hereunder, which shall remain the primary obligations of the

Company.  Notwithstanding the foregoing,

in the event of Executive’s death, Executive’s heir or legatee shall take the

rights herein granted subject to the terms and conditions hereof.




This Note shall be governed by and construed in accordance

with the domestic laws of the State of New York, without giving effect to any

choice of law or conflict of law provision or rule (whether of the State of New

York or any other jurisdiction) that would cause the application of the laws of

any jurisdiction other than the State of New York.




*  *  *  *  *  *




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IN WITNESS WHEREOF, the

undersigned has duly executed this Subordinated Promissory Note as of the date

first written above.




	

   


  	

  CTN MEDIA

  GROUP, INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Neil Dickson


  
	

   


  	

   


  
	

   


  	

  Name:


  	

  Neil Dickson


  
	

   


  	

   


  
	

   


  	

  Title:


  	

  Chief Operating Officer


  





 




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