Prepared by MERRILL CORPORATION









Exhibit 10.10




 




PROMISSORY

NOTE




 




 




	

  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


  





 




PRINCIPAL

AMOUNT:   One Million Four Thousand and

No/100 Dollars  ($1,400,000.00)




 




ANNUAL

INTEREST RATE ON UNPAID




PRINCIPAL

BALANCE FROM DATE OF NOTE:      12% per annum




 




ANNUAL

INTEREST RATE ON MATURED UNPAID AMOUNTS:   14% per annum




 




TERMS OF

PAYMENT:




 




Maker promises to pay to the

order 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 hereof

remaining unpaid from time to time computed from the date hereof as

follows:  beginning seven months from

the date of this Note; $25,000 per month for three months and $50,000 per month

until the note has been paid in full including any accrued interest owing.  Payments shall first be applied to accrued

and unpaid interest and fees and then to the outstanding principal balance of

this note.




 




                Should

Payee fail to provide services per the Satellite Transponder Space Agreement

(Exhibit A) or cease to exist as an operating company before this note is paid

in full, the remaining balance of this note owing on the date Payee fails to

provide services per Exhibit A or ceases to exist as an operating company, the

principal balance and accrued interest owing on this note at such date, which

ever occurs at the earliest date, shall be considered paid in full and Maker’s

future obligations for payment of this note shall be terminated.




 




Maker reserves the right to

prepay the outstanding principal balance of this Note, in whole or in part, at

any 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 any

renewal or extension in the time of payment hereof, or in any indulgences, or

by any release or change in any security for the payment of this Note, and

hereby consent to any and all renewals, extensions, indulgences, releases or

changes, regardless of the number of such renewals, extensions, indulgences,

releases or changes.




 




No waiver by Payee of any of

its rights or remedies hereunder or under any other document evidencing or securing

this Note or otherwise, shall be considered a waiver of any other subsequent

right or remedy of Payee; no delay or omission in the exercise or enforcement

by Payee or any rights or remedies shall ever be construed as a waiver of any

right or remedy of Payee; and no exercise or enforcement of any such rights or

remedies shall ever be held to exhaust any right or remedy of Payee.













 




If Maker defaults in the

payment 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 cured

within such 20-day time period, then Payee may declare the unpaid principal

balance on this Note immediately due and may exercise all rights, powers, and

remedies available to Payee under this Note or at law.  Maker waives all demands for payment,

presentations for payment, notices of intention to accelerate maturity, notices

of acceleration of maturity, protests, and notices of protest, to the extent

permitted by law.




 




Any notice required to the

Maker shall be in writing and shall be deemed to have been duly given if

delivered personally or sent by registered or certified mail, return receipt

requested, postage prepaid, or overnight air courier guaranteeing next day

delivery to the address hereinabove specified. 

Notice will commence three (3) days after being placed in the United

States mail, postage prepaid or when received if delivered personally or by

overnight air courier.  The Maker may

designate a new address for purposes of notice if such change of address is in

writing and delivered to the Payee.




 




If this Note is given to an

attorney for collection or enforcement, or if suit is brought for collection or

enforcement, or if it is collected or enforced through probate, bankruptcy, or

other judicial proceeding, then Maker shall pay Payee all costs of collection

and enforcement, including reasonable attorney’s fees and court costs, in

addition to other amounts due. 

Reasonable attorney’s fees shall be 10% of all amounts due unless either

party pleads otherwise.




 




Interest on the debt

evidenced by this Note shall not exceed the maximum amount of non-usurious

interest that may be contracted for, taken, reserved, charged, or received

under law; any interest in excess of that maximum amount shall be credited on

the principal of the debt or, if that has been paid, refunded.  On any acceleration or required or permitted

prepayment, any such excess shall be canceled automatically as of the

acceleration or prepayment or, if already paid, credited on the principal of

the debt or, if the principal of the debt has been paid, refunded.  This provision overrides other provisions in

this and all other instruments concerning the debt.




 




                This

Note shall be interpreted, construed and enforced under and in accordance with

the laws of the State of Texas.  Any

action to enforce same shall be brought in a court of competent jurisdiction

located in Tarrant County, Texas.  For

the purposes of any such action, the parties hereto agree and consent to

jurisdiction in the courts of Texas.




 




When the context requires,

singular nouns and pronouns include the plural.




 




Time is of the essence in

all obligations of the Maker herein contained.




 




IN WITNESS WHEREOF, the

undersigned Maker has duly executed this Note a Fort Worth, Texas as of the

date and year first above written.




 




 




 




	

   


  	

  MAKER:


  
	

   


  	

  URBAN

  TELEVISION NETWORK CORPORATION


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  S/s Randy Moseley


  
	

   


  	

  Randy Moseley, President