URBAN COOL NETWORK INC S-1

S-1

FORM S-1

EX-3.1

AMENDED AND RESTATED CERTIFICATE

EX-3.2

BY-LAWS

EX-10.1

EMPLOYMENT AGREEMENT (JACOB R. MILES, III)

EX-10.2

EMPLOYMENT AGREEMENT (BARRY LEVINE)

EX-10.3

EMPLOYMENT AGREEMENT (TERRENCE B. REDDY)

EX-10.4

EMPLOYMENT AGREEMENT (ANTHONY WINSTON)

EX-10.5

EXECUTIVE STOCK OPTION PLAN

EX-10.6

1999 STOCK OPTION PLAN

EX-10.7

WARRANTS FOR THE PURCHASE

EX-10.8

SHAREHOLDERS' AGREEMENT

EX-10.9

SALE OF TECHNOLOGY AGREEMENT

EX-10.10

EMPLOYMENT AGREEMENT

EX-10.11

PROMISSORY NOTE

EX-10.12

LOAN AGREEMENT

EX-10.13

SUBSCRIPTION AGREEMENT AND INVESTMENT REP.

EX-10.14

COMMON STOCK PURCHASE WARRANT

EX-10.15

SECURITY AGREEMENT

EX-10.16

SUBSCRIPTION AGREEMENT

EX-10.17

CONSULTING AGREEMENT

EX-10.18

CONSULTING AGREEMENT

EX-10.19

CONSULTING AGREEMENT

EX-10.20

CONSULTING AGREEMENT

EX-10.21

LETTER AGREEMENT

EX-10.22

LETTER

EX-10.23

NETWORK ACCESS AGREEMENT

EX-10.24

COMMON STOCK PURCHASE WARRANT

EX-10.25

PROMISSORY NOTE

EX-10.26

SUBSCRIPTION AGREEMENT

EX-10.27

SUBLEASE AGREEMENT

EX-10.28

SUBLEASE AGREEMENT

EX-10.29

DEFERRED COMPENSATION AGREEMENT

EX-21.1

SUBSIDIARIES OF THE REGISTRANT

EX-23.1

INDEPENDENT AUDITORS' CONSENT

EX-27

FDS --

EX-99.1

CONSENT TO IDENTIFICATION