Exhibit 4.2

                      URBAN TELEVISION NETWORK CORPORATION

                     UNANIMOUS WRITTEN CONSENT OF DIRECTORS

                                 August 31, 2004

         The undersigned,  constituting all of the directors of URBAN TELEVISION
NETWORK CORPORATION,  a Nevada corporation (the "Company"),  waiving all notice,
hereby  consent to the taking of the following  action  without the holding of a
meeting and hereby  adopt the  following  resolutions  which shall have the same
force and  effect  as if  adopted  by a  unanimous  vote at a meeting  called to
consider and act upon the same:

                  WHEREAS,  the Board of  Directors  of the Company has approved
         the creation of a plan to award shares of the  Company's  common stock,
         par value  $.0001 per share  ("Common  Stock"),  or options to purchase
         shares  of Common  Stock,  to  selected  certain  directors,  officers,
         employees of and certain persons rendering service to the Company,  all
         in accordance with the terms,  provisions,  and conditions set forth in
         the Urban Television Network Corporation 2003 Non-Qualified Stock Grant
         and Option Plan (the "Plan"); and further

                  WHEREAS,   the  Company  has  filed  with  the  United  States
         Securities and Exchange  Commission  (the  "Commission") a Registration
         Statement on Form S-8 (the  "Registration  Statement")  respecting  the
         2,000,000  shares of Common  Stock that may be issued  pursuant  to the
         Plan;

                  WHEREAS,  the Board of Directors of the Company now desires to
         amend the Plan to increase  from  2,000,000  to  6,800,000  the maximum
         number of shares of Common  Stock  that may be issued  pursuant  to the
         Plan;

                  NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of
         the Company  hereby  approves the  amendment of the second  sentence of
         Section 4 of the Plan, so that such sentence shall  henceforth  read in
         its entirety as follows:

                  "The  aggregate  number of shares  subject to stock grants and
                  options will not exceed  6,800,000 shares of Stock (subject to
                  adjustment as provided in Section 5.6)."

                  AND FURTHER  RESOLVED,  that the  appropriate  officers of the
         Company be and hereby are authorized,  empowered and directed,  for and
         on behalf of the Company,  to prepare or cause to be  prepared,  and to
         execute  and  file  with the  Commission,  pursuant  to the  Securities
         Exchange  Act of  1933,  as  amended,  and the  rules  and  regulations
         promulgated  thereunder,  another Registration Statement on Form S-8 to
         register  the  additional  shares  of Common  Stock  that may be issued
         pursuant to the Plan, in such form as the officers shall approve,  such
         approval  to be  conclusively  evidenced  by  the  executing  officers'
         execution thereof; and further



                  RESOLVED,  that the appropriate officers of the Company be and
         each of them hereby is  authorized,  empowered  and  directed to do and
         perform  all such acts and things and to enter into and execute for and
         on behalf of the Company all such documents  which,  in the judgment of
         the  officer  taking such  action,  are  necessary  or  appropriate  to
         effectuate  and  carry out the  purposes  and  intent of the  foregoing
         resolutions.

         IN WITNESS WHEREOF, the undersigned have set their hands hereunto as of
the first date above written.


 /s/Lonnie G. Wright                                     /s/ Randy Moseley
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   Lonnie G. Wright                                     Randy Moseley


 /s/ Edward Maddox                                       /s/ Clayton Wilkinson
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    Edward Maddox                                       Clayton Wilkinson


 /s/ Carl Olivieri                                       /s/ Jacob R. Miles III
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Carl Olivieri                                           Jacob R. Miles III


 /s/ Marc Pace                                           /s/ Stanley  Woods
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Marc Pace                                               Stanley Woods