Exhibit
                                                                         10.49


                   SECOND AMENDED AND RESTATED PROMISSORY NOTE


$25,000.00                                              As of March 6, 2007
Dallas, Texas


        Media & Entertainment Holdings, Inc. (the "Maker") promises to pay to
the order of Harvey M. Seslowsky (the "Payee") the principal sum of TWENTY-FIVE
THOUSAND and 00/100 dollars ($25,000.00) in lawful money of the United States of
America on the terms and conditions described below.

        This Note supersedes, and constitutes the second amendment, restatement,
renewal and modification of, the Promissory Note dated as of August 25, 2005,
and as amended August 25, 2006, in the original principal amount of $25,000
executed by the Maker in favor of the Payee (the "Original Note"). This Note
shall, for all purposes, be deemed the "Note" in connection with any of the
documents executed and delivered in connection with or pursuant to the Original
Note. The execution and delivery of this Note shall not in any manner or under
any circumstances be deemed to have terminated, extinguished, released or
discharged the Maker's indebtedness under the Original Note, which indebtedness
shall continue under and be governed by this Note.

1)      PRINCIPAL. The principal balance of this Note shall be repayable on the
earlier of (i) July 25, 2007 or (ii) the date on which Maker consummates an
initial public offering of its securities.

2)      INTEREST. No interest shall accrue on the unpaid principal balance of
this Note.

3)      APPLICATION OF PAYMENTS. All payments shall be applied first to payment
in full of any costs incurred in the collection of any sum due under this Note,
including (without limitation) reasonable attorneys' fees, then to the payment
in full of any late charges and finally to the reduction of the unpaid principal
balance of this Note.

4)      EVENTS OF DEFAULT. The following shall constitute Events of Default:

        a)      Failure to Make Required Payments. Failure by Maker to pay the
        principal of or accrued interest on this Note within five (5) business
        days following the date when due.

        b)      Voluntary Bankruptcy, Etc. The commencement by Maker of a
        voluntary case under the Federal Bankruptcy Code, as now constituted or
        hereafter amended, or any other applicable federal or state bankruptcy,
        insolvency, reorganization, rehabilitation or other similar law, or the
        consent by it to the appointment of or taking possession by a receiver,
        liquidator, assignee, trustee, custodian, sequestrator (or other similar
        official) of Maker or for any substantial part of its property, or the
        making by it of any assignment for the benefit of creditors, or the
        failure of Maker generally to pay its debts as such debts become due, or
        the taking of corporate action by Maker in furtherance of any of the
        foregoing.

        c)      Involuntary Bankruptcy, Etc. The entry of a decree or order for
        relief by a court having jurisdiction in the premises in respect of
        maker in an involuntary case under the

<PAGE>


        Federal Bankruptcy Code, as now or hereafter constituted, or any other
        applicable federal or state bankruptcy, insolvency or other similar law,
        or appointing a receiver, liquidator, assignee, custodian, trustee,
        sequestrator (or similar official) of Maker or for any substantial part
        of its property, or ordering the winding-up or liquidation of the
        affairs of Maker, and the continuance of any such decree or order
        unstayed and in effect for a period of 60 consecutive days.

5)      REMEDIES.

        a) Upon the occurrence of an Event of Default specified in Section 4(a),
        Payee may, by written notice to Maker, declare this Note to be due and
        payable, whereupon the principal amount of this Note, and all other
        amounts payable thereunder, shall become immediately due and payable
        without presentment, demand, protest or other notice of any kind, all of
        which are hereby expressly waived, anything contained herein or in the
        documents evidencing the same to the contrary notwithstanding.

        b) Upon the occurrence of an Event of Default specified in Sections 4(b)
        and 4(c), the unpaid principal balance of, and all other sums payable
        with regard to, this Note shall automatically and immediately become due
        and payable, in all cases without any action on the part of Payee.

6)      WAIVERS. Maker and all endorsers and guarantors of, and sureties for,
this Note waive presentment for payment, demand, notice of dishonor, protest,
and notice of protest with regard to the Note, all errors, defects and
imperfections in any proceedings instituted by Payee under the terms of this
Note, and all benefits that might accrue to Maker by virtue of any present or
future laws exempting any property, real or personal, or any part of the
proceeds arising from any sale of any such property, from attachment, levy or
sale under execution, or providing for any stay of execution, exemption from
civil process, or extension of time for payment; and Maker agrees that any real
estate that may be levied upon pursuant to a judgment obtained by virtue hereof,
on any writ of execution issued hereon, may be sold upon any such writ in whole
or in part in any order desired by Payee.

7)      UNCONDITIONAL LIABILITY. Maker hereby waives all notices in connection
with the delivery, acceptance, performance, default, or enforcement of the
payment of this Note, and agrees that its liability shall be unconditional,
without regard to the liability of any other party, and shall not be affected in
any manner by any indulgence, extension of time, renewal, waiver or modification
granted or consented to by Payee, and consents to any and all extensions of
time, renewals, waivers, or modifications that may be granted by Payee with
respect to the payment or other provisions of this Note, and agrees that
additional makers, endorsers, guarantors, or sureties may become parties hereto
without notice to them or affecting their liability hereunder.

8)      NOTICES. Any notice called for hereunder shall be deemed properly given
if (i) sent by certified mail, return receipt requested, (ii) personally
delivered, (iii) dispatched by any form of private or governmental express mail
or delivery service providing receipted delivery, (iv) sent by telefacsimile or
(v) sent by e-mail, to the following addresses or to such other address as
either party may designate by notice in accordance with this Section:

                                       2
<PAGE>


        If to Maker:

        Media & Entertainment Holdings, Inc.
        4429 Edmondson Avenue
        Dallas, TX 75205
        Attn:  Herbert A. Granath, Chief Executive Officer

        If to Payee:

        Harvey M. Seslowsky
        4429 Edmondson Avenue
        Dallas, TX 75205

9)      Notice shall be deemed given on the earlier of (i) actual receipt by the
receiving party, (ii) the date shown on a telefacsimile transmission
confirmation, (iii) the date on which an e-mail transmission was received by the
receiving party's on-line access provider (iv) the date reflected on a signed
delivery receipt, or (vi) two (2) Business Days following tender of delivery or
dispatch by express mail or delivery service.

10)     CONSTRUCTION. This Note shall be construed and enforced in accordance
with the domestic, internal law, but not the law of conflict of laws, of the
State of Texas.

11)     SEVERABILITY. Any provision contained in this Note which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


        IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has
caused this Note to be duly executed by its Chief Operating Officer the day and
year first above written.


                                    MEDIA & ENTERTAINMENT HOLDINGS, INC.




                                    By:    /s/ Harvey M. Seslowsky
                                        ---------------------------------
                                    Name:  Harvey M. Seslowsky
                                    Title: Chief Operating Officer



                                       3