Exhibit 10.2



                                 PROMISSORY NOTE


$6,800,000                                                     July 29, 2005
                                                               Fort Worth, Texas

Miles Investment Group, LLC, a Texas limited liability company,  ("Undersigned")
hereby  promises to pay on, or before  September 15, 2010, to the order of Urban
Television  Network  Corporation,  a Nevada corporation (the "Payee") the sum of
Six Million Eight Hundred Thousand ($6,800,000) Dollars, at the rate of $250,000
Dollars every thirty days,  including zero (0%) percent interest,  until paid in
full.  The  first  payment  will be due on, or before  September  15,  2005 with
successive  payments due every thirty (30) days thereafter,  until paid in full.
This note is secured by the pledge of  69,000,000  restricted  common  shares of
Urban Television Network Corporation.

If not so paid as scheduled,  all  principal and interest,  at the option of the
Holder, or its assigns, shall become immediately due and payable.

The  Undersigned  shall have the privilege of prepaying the principal under this
Note in whole or in part,  without  penalty or premium at any time. All payments
hereunder  shall be applied first to interest,  then to principal,  then to late
charges.

The Undersigned shall pay upon demand any and all expenses, including reasonable
attorney  fees,  incurred or paid by Holder without suit or action in attempting
to collect  funds due under this Note.  In the event an action is  instituted to
enforce or interpret any of the terms of this Note  including but not limited to
any action or  participation by Undersigned in, or in connection with, a case or
proceeding  under the Bankruptcy Code or any successor  statute,  the prevailing
party shall be entitled to recover all expenses  reasonably  incurred at, before
and after  trial,  on appeal,  and on review  whether  or not  taxable as costs,
including,   without  limitation,   attorney  fees,  witness  fees  (expert  and
otherwise), deposition costs, copying charges and other expenses.

Miles Investment Group, LLC
a Texas limited liability company


/s/ Jacob R. Miles III
------------------------------
By: Jacob R. Miles III
Title: Managing Member and President