EX-4.5

                                     FORM OF

                                WARRANT AGREEMENT

        This Warrant Agreement (this "Agreement") made as of _________ __, 2006,
by and between Media &  Entertainment  Holdings,  Inc., a Delaware  corporation,
with offices at 4429 Edmondson  Avenue,  Dallas,  Texas 75205  ("Company"),  and
Continental Stock Transfer & Trust Company, a New York corporation, with offices
at 17 Battery Place, New York, New York 10004 ("Warrant Agent").


        WHEREAS, the Company is engaged in a public offering ("Public Offering")
of Units  ("Units")  and, in connection  therewith,  has determined to issue and
deliver up to 12,420,000  warrants ("Public  Warrants") to the public investors,
each of such  Public  Warrants  evidencing  the right of the  holder  thereof to
purchase one share of common stock, par value $.0001 per share, of the Company's
Common Stock  ("Common  Stock") for $5.00,  subject to  adjustment  as described
herein; and

        WHEREAS,  the Company has  determined to issue and deliver up to 540,000
warrants ("Underwriters' Warrants") to Lazard Capital Markets LLC ("Lazard") and
Ladenburg Thalmann & Co. Inc. ("Ladenburg" and together being referred to herein
as the  "Co-Representatives")  or their  designees,  each of such  Underwriters'
Warrants  evidencing  the right of the holder  thereof to purchase  one share of
Common  Stock  for  $7.50,  subject  to  adjustment  as  described  herein  (the
Underwriters'  Warrants  together with the Public  Warrants,  being  referred to
herein as the "Warrants"),


        WHEREAS,  the  Company  has  filed  with  the  Securities  and  Exchange
Commission a Registration  Statement,  No. 333-128218 on Form S-1 ("Registration
Statement")  for the  registration  under the Securities Act of 1933, as amended
("Act") of, among other  securities,  the Warrants and the Common Stock issuable
upon exercise of the Warrants; and

        WHEREAS,  the Company  desires the Warrant Agent to act on behalf of the
Company,  and the  Warrant  Agent is willing to so act, in  connection  with the
issuance,  registration,  transfer,  exchange,  redemption  and  exercise of the
Warrants; and

        WHEREAS,  the Company  desires to provide for the form and provisions of
the Warrants,  the terms upon which they shall be issued and exercised,  and the
respective  rights,  limitation of rights,  and  immunities of the Company,  the
Warrant Agent, and the holders of the Warrants; and

        WHEREAS,  all acts and  things  have been done and  performed  which are
necessary  to make the  Warrants,  when  executed  on behalf of the  Company and
countersigned  by or on behalf of the Warrant  Agent,  as provided  herein,  the
valid,  binding and legal  obligations  of the  Company,  and to  authorize  the
execution and delivery of this Agreement.

        NOW,  THEREFORE,  in  consideration  of  the  mutual  agreements  herein
contained, the parties hereto agree as follows:

1.      APPOINTMENT  OF WARRANT AGENT.  The Company hereby  appoints the Warrant
Agent to act as agent for the Company for the  Warrants,  and the Warrant  Agent
hereby accepts such

<PAGE>


appointment and agrees to perform the same in accordance with the terms and
conditions set forth in this Agreement.

2.      WARRANTS.

        2.1     FORM OF WARRANT. Each Public Warrant and Underwriters'  Warrants
shall be issued in registered form only, shall be in substantially  the forms of
Exhibit A and  Exhibit  B  hereto,  respectively,  the  provisions  of which are
incorporated  herein and shall be signed by, or bear the facsimile signature of,
the Chairman of the Board or Chief Executive Officer and Treasurer, Secretary or
Assistant  Secretary of the Company and shall bear a facsimile of the  Company's
seal. In the event the person whose facsimile signature has been placed upon any
Warrant  shall have ceased to serve in the capacity in which such person  signed
the Warrant before such Warrant is issued, it may be issued with the same effect
as if he or she had not ceased to be such at the date of issuance.

        2.2     EFFECT OF  COUNTERSIGNATURE.  Unless and until  countersigned by
the Warrant Agent pursuant to this Agreement,  a Warrant shall be invalid and of
no effect and may not be exercised by the holder thereof.

        2.3     REGISTRATION.

                2.3.1   WARRANT REGISTER. The Warrant Agent shall maintain books
("Warrant   Register")  for  the  registration  of  original  issuance  and  the
registration  of transfer  of the  Warrants.  Upon the  initial  issuance of the
Warrants,  the Warrant  Agent shall issue and register the Warrants in the names
of the  respective  holders  thereof  in such  denominations  and  otherwise  in
accordance with instructions delivered to the Warrant Agent by the Company.

                2.3.2   REGISTERED   HOLDER.   Prior  to  due   presentment  for
registration  of transfer of any Warrant,  the Company and the Warrant Agent may
deem and treat the person in whose name such Warrant  shall be  registered  upon
the  Warrant  Register  ("registered  holder"),  as the  absolute  owner of such
Warrant and of each Warrant represented thereby (notwithstanding any notation of
ownership or other writing on the Warrant  Certificate made by anyone other than
the Company or the Warrant Agent), for the purpose of any exercise thereof,  and
for all other  purposes,  and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary.


        2.4 DETACHABILITY OF WARRANTS.  The securities comprising the Units will
not be  separately  transferable  until 90 days after the date hereof unless the
Co-Representatives  inform  the  Company  of their  decision  to  allow  earlier
separate  trading,  but in no event will the  Co-Representatives  allow separate
trading of the  securities  comprising  the Units until (i) the Company  files a
Current Report on Form 8-K, which includes an audited  balance sheet  reflecting
the  receipt  by the  Company  of the  gross  proceeds  of the  Public  Offering
including  the  proceeds  received  by the  Company  from  the  exercise  of the
Underwriter's  over-allotment  option, if the over-allotment option is exercised
prior to the  filing of the Form 8-K and (ii) at least  five  days  have  passed
since the distribution of the Units in the Public Offering has been completed.


        2.5     PUBLIC WARRANTS AND  UNDERWRITERS'  WARRANTS.  The Underwriters'
Warrants  shall  have  the same  terms  and be in the  same  form as the  Public
Warrants.

                                       2
<PAGE>


3.      TERMS AND EXERCISE OF WARRANTS.


        3.1     WARRANT PRICE. Each Public Warrant shall, when  countersigned by
the  Warrant  Agent,  entitle  the  registered  holder  thereof,  subject to the
provisions  of such Public  Warrant and of this Warrant  Agreement,  to purchase
from the Company the number of shares of Common  Stock  stated  therein,  at the
price of $5.00 per whole share, subject to the adjustments provided in Section 4
hereof and in the last sentence of this Section 3.1. Each Underwriters'  Warrant
shall,  when  countersigned by the Warrant Agent,  entitle the registered holder
thereof,  subject to the  provisions of such  Underwriters'  Warrant and of this
Warrant  Agreement,  to purchase from the Company the number of shares of Common
Stock  stated  therein,  at the price of $7.50 per whole  share,  subject to the
adjustments  provided  in  Section  4 hereof  and in the last  sentence  of this
Section 3.1. The term "Warrant Price" as used in this Warrant  Agreement  refers
to the price  per share at which  Common  Stock may be  purchased  at the time a
Warrant is exercised.  The Company in its sole  discretion may lower the Warrant
Price at any time prior to the Expiration  Date for a period of not less than 10
business days; provided that any such reduction shall be identical in percentage
terms among all of the Warrants.


        3.2     DURATION OF WARRANTS. A Warrant may be exercised only during the
period  ("Exercise  Period")  commencing on the later of the consummation by the
Company of a merger, capital stock exchange,  asset acquisition or other similar
business  combination  ("Business  Combination") (as described more fully in the
Company's  Registration  Statement) or _________ ___,  2007, and  terminating at
5:00 p.m.,  New York City time on the earlier to occur of (i) ________ ___, 2011
or (ii) the date fixed for  redemption  of the Warrants as provided in Section 6
of this  Agreement  ("Expiration  Date").  Except  with  respect to the right to
receive the Redemption Price (as set forth in Section 6 hereunder), each Warrant
not exercised on or before the Expiration Date shall become void, and all rights
thereunder and all rights in respect thereof under this Agreement shall cease at
the close of business on the Expiration Date. The Company in its sole discretion
may extend the  duration  of the  Warrants  by  delaying  the  Expiration  Date;
provided, however, that the Company will provide notice to registered holders of
the Warrants of such extension of not less than 20 days; provided, further, that
any such extension shall be identical in duration among all of the Warrants.

        3.3     EXERCISE OF WARRANTS.

                3.3.1   PAYMENT.  Subject to the  provisions  of the Warrant and
this Warrant Agreement,  a Warrant, when countersigned by the Warrant Agent, may
be exercised by the registered  holder thereof by surrendering it, at the office
of the Warrant Agent, or at the office of its successor as Warrant Agent, in the
Borough of Manhattan, City and State of New York, with the subscription form, as
set forth in the Warrant, duly executed,  and by paying in full, in lawful money
of the United States,  in cash,  good certified check or good bank draft payable
to the order of the  Company,  the  Warrant  Price for each full share of Common
Stock as to which the Warrant is exercised and any and all applicable  taxes due
in connection with the exercise of the Warrant,  the exchange of the Warrant for
the Common Stock, and the issuance of the Common Stock.

                3.3.2   ISSUANCE OF CERTIFICATES.  As soon as practicable  after
the  exercise of any Warrant  and the  clearance  of the funds in payment of the
Warrant Price, the Company shall issue to the registered  holder of such Warrant
a certificate or  certificates  for the number of full shares

                                       3
<PAGE>

of Common Stock to which he is entitled, registered in such name or names as may
be directed by him, and if such Warrant shall not have been exercised in full, a
new  countersigned  Warrant  for the number of shares as to which  such  Warrant
shall not have been exercised.  Notwithstanding the foregoing, the Company shall
not be obligated to deliver any securities pursuant to the exercise of a Warrant
and  shall  have  no  obligation  to  settle  the  Warrant   exercise  unless  a
registration  statement  under  the Act  with  respect  to the  Common  Stock is
effective,  subject to the Company  satisfying its obligations under Section 7.4
to use its best efforts. In the event that a registration statement with respect
to the Common  Stock  underlying a Warrant is not  effective  under the Act, the
holder of such Warrant  shall not be entitled to exercise such Warrant and in no
event  (whether in the case of a registration  statement not being  effective or
otherwise) will the Company be required to net cash settle the warrant exercise.
Warrants may not be exercised by, or securities issued to, any registered holder
in any  state in which  such  exercise  would be  unlawful.  As a result  of the
provisions  of  this  Section  3.3.2,  any or all of  the  warrants  may  expire
unexercised.

                3.3.3   VALID  ISSUANCE.  All shares of Common Stock issued upon
the proper  exercise of a Warrant in  conformity  with this  Agreement  shall be
validly issued, fully paid and nonassessable.

                3.3.4   DATE OF  ISSUANCE.  Each  person in whose  name any such
certificate  for  shares of Common  Stock is issued  shall for all  purposes  be
deemed to have  become the holder of record of such  shares on the date on which
the  Warrant  was  surrendered  and  payment  of the  Warrant  Price  was  made,
irrespective  of the date of delivery of such  certificate,  except that, if the
date of such  surrender and payment is a date when the stock  transfer  books of
the Company are closed, such person shall be deemed to have become the holder of
such shares at the close of business  on the next  succeeding  date on which the
stock transfer books are open.

4.      ADJUSTMENTS.

        4.1     STOCK DIVIDENDS SPLIT UPS. If after the date hereof, and subject
to the  provisions  of Section 4.6, the number of  outstanding  shares of Common
Stock is increased by a stock dividend  payable in shares of Common Stock, or by
a split up of shares of Common  Stock,  or other  similar  event,  then,  on the
effective date of such stock dividend,  split up or similar event, the number of
shares  issuable on exercise of each Warrant shall be increased in proportion to
such increase in outstanding shares.

        4.2     AGGREGATION OF SHARES. If after the date hereof,  and subject to
the provisions of Section 4.6, the number of outstanding  shares of Common Stock
is  decreased  by  a   consolidation,   combination,   reverse  stock  split  or
reclassification  of shares of Common Stock or other similar event, then, on the
effective  date  of  such  consolidation,   combination,  reverse  stock  split,
reclassification  or similar event, the number of shares issuable on exercise of
each Warrant shall be decreased in  proportion  to such decrease in  outstanding
shares.

        4.3     ADJUSTMENTS IN EXERCISE PRICE.  Whenever the number of shares of
Common Stock  purchasable  upon the  exercise of the  Warrants is  adjusted,  as
provided in Section 4.1 and 4.2 above,  the Warrant  Price shall be adjusted (to
the nearest cent) by multiplying  such Warrant Price  immediately  prior to such
adjustment  by a  fraction  (x) the  numerator  of which  shall be the number of
shares of Common Stock purchasable upon the exercise of the Warrants immediately
prior to such  adjustment,  and (y) the denominator of which shall be the number
of shares of Common Stock so purchasable immediately thereafter.

                                       4
<PAGE>


        4.4     REPLACEMENT OF SECURITIES UPON  REORGANIZATION,  ETC. In case of
any reclassification or reorganization of the outstanding shares of Common Stock
(other than a change covered by Section 4.1 or 4.2 hereof or that solely affects
the par value of such shares of Common  Stock),  or in the case of any merger or
consolidation  of the Company  with or into  another  corporation  (other than a
consolidation  or merger in which the Company is the continuing  corporation and
that  does  not  result  in  any   reclassification  or  reorganization  of  the
outstanding shares of Common Stock), or in the case of any sale or conveyance to
another  corporation or entity of the assets or other property of the Company as
an entirety or substantially as an entirety in connection with which the Company
is dissolved,  the Warrant  holders shall  thereafter have the right to purchase
and receive,  upon the basis and upon the terms and conditions  specified in the
Warrants  and in lieu of the shares of Common  Stock of the Company  immediately
theretofore   purchasable  and  receivable  upon  the  exercise  of  the  rights
represented  thereby, the kind and amount of shares of stock or other securities
or   property   (including   cash)   receivable   upon  such   reclassification,
reorganization,  merger or  consolidation,  or upon a dissolution  following any
such sale or  transfer,  by a Warrant  holder of the  number of shares of Common
Stock of the Company obtainable upon exercise of the Warrants  immediately prior
to such event; and if any reclassification also results in a change in shares of
Common Stock covered by Section 4.1 or 4.2, then such  adjustment  shall be made
pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The  provisions of this
Section   4.4   shall   similarly   apply   to   successive   reclassifications,
reorganizations, mergers or consolidations, sales or other transfers.

        4.5     NOTICES OF  CHANGES IN  WARRANT.  Upon every  adjustment  of the
Warrant  Price or the number of shares  issuable on  exercise of a Warrant,  the
Company shall give written  notice  thereof to the Warrant  Agent,  which notice
shall state the Warrant Price resulting from such adjustment and the increase or
decrease,  if any,  in the number of shares  purchasable  at such price upon the
exercise  of a  Warrant,  setting  forth in  reasonable  detail  the  method  of
calculation  and the facts  upon  which  such  calculation  is  based.  Upon the
occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, then, in any
such event, the Company shall give written notice to the Warrant holder,  at the
last  address set forth for such holder in the warrant  register,  of the record
date or the  effective  date of the event.  Failure to give such notice,  or any
defect therein, shall not affect the legality or validity of such event.

        4.6     NO FRACTIONAL SHARES. Notwithstanding any provision contained in
this Warrant  Agreement to the contrary,  the Company shall not issue fractional
shares upon exercise of Warrants.  If, by reason of any adjustment made pursuant
to this  Section  4, the  holder  of any  Warrant  would be  entitled,  upon the
exercise of such  Warrant,  to receive a  fractional  interest  in a share,  the
Company  shall,  upon such  exercise,  round up to the nearest  whole number the
number of the shares of Common Stock to be issued to the Warrant holder.

        4.7     FORM OF WARRANT.  The forms of Public Warrant and  Underwriters'
Warrant need not be changed  because of any adjustment  pursuant to this Section
4, and Warrants  issued after such  adjustment  may state the same Warrant Price
and the same  number of shares as is  stated in the  Warrants  initially  issued
pursuant  to this  Agreement.  However,  the Company may at any time in its sole
discretion  make any change in the form of  Warrant  that the  Company  may deem
appropriate  and that does not affect the  substance  thereof,  and any  Warrant
thereafter issued or

                                       5
<PAGE>


countersigned, whether in exchange or substitution for an outstanding Warrant or
otherwise, may be in the form as so changed.

        4.8     NOTICE OF CERTAIN  TRANSACTIONS.  In the event that the  Company
shall  propose to (a) offer the holders of its Common  Stock rights to subscribe
for or to purchase  any  securities  convertible  into shares of Common Stock or
shares of stock of any class or any other  securities,  rights or  options,  (b)
issue any rights,  options or warrants  entitling the holders of Common Stock to
subscribe  for  shares of Common  Stock or (c) make a tender  offer or  exchange
offer with respect to the Common  Stock,  the Company  shall send to the Warrant
holders a notice of such proposed  action or offer.  Such notice shall be mailed
to the  registered  holders at their  addresses  as they  appear in the  Warrant
Register, which shall specify the record date for the purposes of such dividend,
distribution or rights,  or the date such issuance or event is to take place and
the date of  participation  therein by the holders of Common Stock,  if any such
date is to be fixed, and shall briefly indicate the effect of such action on the
Common  Stock and on the  number  and kind of any  other  shares of stock and on
other  property,  if any,  and the  number of  shares of Common  Stock and other
property,  if any,  issuable upon exercise of each Warrant and the Warrant Price
after giving effect to any adjustment  pursuant to this Article 4 which would be
required as a result of such  action.  Such notice shall be given as promptly as
practicable  after the Board of  Directors  of the  Company  (the  "Board")  has
determined to take any such action and (x) in the case of any action  covered by
clause  (a) or (b)  above  at  least  10  days  prior  to the  record  date  for
determining  the holders of the Common  Stock for purposes of such action or (y)
in the case of any other  such  action at least 20 days prior to the date of the
taking of such  proposed  action  or the date of  participation  therein  by the
holders of Common Stock, whichever shall be the earlier.

        4.9     OTHER  EVENTS.  If any event  occurs  as to which the  foregoing
rovisions  of this  Article  4 are not  strictly  applicable  or,  if  strictly
applicable,  would not,  in the good  faith  judgment  of the Board,  fairly and
adequately protect the purchase rights of the registered holders of the Warrants
in accordance with the essential intent and principles of such provisions,  then
the Board shall make such adjustments in the application of such provisions,  in
accordance  with such essential  intent and  principles,  as shall be reasonably
necessary,  in the good faith  opinion of the Board,  to protect  such  purchase
rights as aforesaid.

5.      TRANSFER AND EXCHANGE OF WARRANTS.

        5.1     REGISTRATION  OF TRANSFER.  The Warrant Agent shall register the
transfer,  from  time to time,  of any  outstanding  Warrant  upon  the  Warrant
Register,  upon surrender of such Warrant for transfer,  properly  endorsed with
signatures properly  guaranteed and accompanied by appropriate  instructions for
transfer.  Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the
Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent
to the Company from time to time upon request.

        5.2     PROCEDURE FOR SURRENDER OF WARRANTS. Warrants may be surrendered
to the Warrant Agent,  together with a written request for exchange or transfer,
and thereupon the Warrant Agent shall issue in exchange therefor one or more new
Warrants as requested by the registered  holder of the Warrants so  surrendered,
representing an equal aggregate number of Warrants;  provided,  however, that in
the event that a Warrant  surrendered  for transfer bears a

                                       6
<PAGE>


restrictive  legend,  the Warrant  Agent shall not cancel such Warrant and issue
new  Warrants  in exchange  therefor  until the  Warrant  Agent has  received an
opinion of counsel for the Company  stating  that such  transfer may be made and
indicating whether the new Warrants must also bear a restrictive legend.

        5.3     FRACTIONAL WARRANTS.  The Warrant Agent shall not be required to
effect any  registration  of  transfer  or  exchange  which  will  result in the
issuance of a warrant certificate for a fraction of a warrant.

        5.4     SERVICE  CHARGES.  No  service  charge  shall  be  made  for any
exchange or registration of transfer of Warrants.

        5.5     WARRANT  EXECUTION  AND  COUNTERSIGNATURE.  The Warrant Agent is
hereby authorized to countersign and to deliver, in accordance with the terms of
this Agreement, the Warrants required to be issued pursuant to the provisions of
this Section 5, and the Company,  whenever  required by the Warrant Agent,  will
supply the Warrant  Agent with  Warrants  duly executed on behalf of the Company
for such purpose.

6.      REDEMPTION.


        6.1     REDEMPTION.  Subject to Section 6.4 hereof, not less than all of
the outstanding  Warrants may be redeemed,  at the option of the Company, at any
time after they become exercisable and prior to their expiration,  at the office
of the Warrant Agent,  upon the notice  referred to in Section 6.2, at the price
of $.01 per Warrant ("Redemption Price"),  provided that the last sales price of
the Common Stock has been equal to or greater than $11.50 per share,  on each of
twenty (20) trading days within any thirty (30) trading day period ending on the
third business day prior to the date on which notice of redemption is given. The
provisions of this Section 6.1 may not be modified,  amended or deleted  without
the prior written consent of the Co-Representatives.


        6.2     DATE FIXED FOR,  AND  NOTICE  OF,  REDEMPTION.  In the event the
Company shall elect to redeem all of the Warrants,  the Company shall fix a date
for the  redemption.  Notice of redemption  shall be mailed by first class mail,
postage  prepaid,  by the  Company not less than 30 days prior to the date fixed
for redemption to the registered holders of the Warrants to be redeemed at their
last addresses as they shall appear on the registration books. Any notice mailed
in the manner herein provided shall be  conclusively  presumed to have been duly
given whether or not the registered holder received such notice.

        6.3     EXERCISE  AFTER  NOTICE  OF  REDEMPTION.  The  Warrants  may  be
exercised,  for cash or on a "cashless  basis",  in accordance with Section 3 of
this  Agreement at any time after notice of redemption  shall have been given by
the Company  pursuant to Section 6.2 hereof and prior to the time and date fixed
for  redemption.  On and after the  redemption  date,  the record  holder of the
Warrants shall have no further  rights except to receive,  upon surrender of the
Warrants, the Redemption Price.

        6.4     OUTSTANDING  WARRANTS  ONLY.  The Company  understands  that the
redemption  rights  provided  for by this  Section 6 apply  only to  outstanding
Warrants.  To the  extent a person  holds  rights  to  purchase  Warrants,  such
purchase rights shall not be extinguished by redemption.

                                       7
<PAGE>



However,  once such purchase  rights are  exercised,  the Company may redeem the
Warrants issued upon such exercise  provided that the criteria for redemption is
met,  including  the  opportunity  of the Warrant  holder to  exercise  prior to
redemption  pursuant to Section 6.3. The  provisions of this Section 6.4 may not
be  modified,  amended  or  deleted  without  the prior  written  consent of the
Co-Representatives.


7.      OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS.

        7.1     NO  RIGHTS  AS  STOCKHOLDER.  A  Warrant  does not  entitle  the
registered  holder thereof to any of the rights of a stockholder of the Company,
including,  without  limitation,  the  right  to  receive  dividends,  or  other
distributions,  exercise  any  preemptive  rights  to vote or to  consent  or to
receive notice as stockholders in respect of the meetings of stockholders or the
election of directors of the Company or any other matter.

        7.2     LOST, STOLEN,  MUTILATED,  OR DESTROYED WARRANTS. If any Warrant
is lost, stolen,  mutilated, or destroyed, the Company and the Warrant Agent may
on such  terms as to  indemnity  or  otherwise  as they may in their  discretion
impose (which shall, in the case of a mutilated  Warrant,  include the surrender
thereof),  issue a new  Warrant  of like  denomination,  tenor,  and date as the
Warrant so lost,  stolen,  mutilated,  or destroyed.  Any such new Warrant shall
constitute a substitute  contractual  obligation of the Company,  whether or not
the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time
enforceable by anyone.

        7.3     RESERVATION  OF COMMON  STOCK.  The  Company  shall at all times
reserve and keep  available a number of its  authorized  but unissued  shares of
Common  Stock  that will be  sufficient  to permit the  exercise  in full of all
outstanding Warrants issued pursuant to this Agreement.


        7.4     REGISTRATION  OF COMMON STOCK.  The Company agrees that prior to
the  commencement  of the  Exercise  Period,  it shall use its best  efforts  to
prepare and file with the  Securities and Exchange  Commission a  post-effective
amendment to the Registration Statement,  or a new registration  statement,  for
the registration, under the Act, of, and it shall use its best efforts take such
action  as is  necessary  to  qualify  for  sale,  in those  states in which the
Warrants  were  initially  offered by the Company and the Common Stock  issuable
upon  exercise of the  Warrants.  In either case,  the Company will use its best
efforts to cause the same to become effective on or prior to the commencement of
the Exercise  Period and use its best efforts to maintain the  effectiveness  of
such  registration  statement until the expiration of the Warrants in accordance
with the provisions of this Agreement; provided, however, that the Company shall
not be obligated to deliver  securities and shall not have penalties for failure
to deliver securities,  if a registration statement is not effective at the time
of  exercise  by the  holder.  The  provisions  of this  Section  7.4 may not be
modified,   amended  or  deleted  without  the  prior  written  consent  of  the
Co-Representatives.


8.      CONCERNING THE WARRANT AGENT AND OTHER MATTERS.

        8.1     PAYMENT OF TAXES.  The Company  will from time to time  promptly
pay all taxes and  charges  that may be imposed  upon the Company or the Warrant
Agent in respect of the  issuance or delivery of shares of Common Stock upon the
exercise of Warrants, but the Company shall not be obligated to pay any transfer
taxes in respect of the Warrants or such shares.

                                       8
<PAGE>


        8.2     RESIGNATION, CONSOLIDATION, OR MERGER OF WARRANT AGENT.

                8.2.1   APPOINTMENT  OF  SUCCESSOR  WARRANT  AGENT.  The Warrant
Agent, or any successor to it hereafter appointed,  may resign its duties and be
discharged from all further duties and liabilities  hereunder after giving sixty
(60) days' notice in writing to the Company.  If the office of the Warrant Agent
becomes  vacant by  resignation  or incapacity to act or otherwise,  the Company
shall  appoint  in writing a  successor  Warrant  Agent in place of the  Warrant
Agent. If the Company shall fail to make such appointment  within a period of 30
days after it has been notified in writing of such  resignation or incapacity by
the Warrant Agent or by the holder of the Warrant (who shall,  with such notice,
submit  his  Warrant  for  inspection  by the  Company),  then the holder of any
Warrant may apply to the  Supreme  Court of the State of New York for the County
of New York for the  appointment  of a successor  Warrant Agent at the Company's
cost.. Any successor Warrant Agent,  whether appointed by the Company or by such
court, shall be a corporation organized and existing under the laws of the State
of New York, in good standing and having its principal  office in the Borough of
Manhattan,  City and  State of New  York,  and  authorized  under  such  laws to
exercise  corporate  trust powers and subject to  supervision  or examination by
federal or state authority. After appointment, any successor Warrant Agent shall
be vested  with all the  authority,  powers,  rights,  immunities,  duties,  and
obligations of its  predecessor  Warrant Agent with like effect as if originally
named as Warrant Agent  hereunder,  without any further act or deed;  but if for
any reason it becomes  necessary or appropriate,  the predecessor  Warrant Agent
shall  execute  and  deliver,  at the  expense  of the  Company,  an  instrument
transferring  to such  successor  Warrant Agent all the authority,  powers,  and
rights of such  predecessor  Warrant  Agent  hereunder;  and upon request of any
successor  Warrant  Agent the Company  shall  make,  execute,  acknowledge,  and
deliver  any and all  instruments  in  writing  for more  fully and  effectually
vesting in and  confirming to such successor  Warrant Agent all such  authority,
powers, rights, immunities, duties, and obligations.

                8.2.2   NOTICE  OF  SUCCESSOR  WARRANT  AGENT.  In the  event  a
successor  Warrant  Agent  shall be  appointed,  the  Company  shall give notice
thereof to the  predecessor  Warrant Agent and the transfer agent for the Common
Stock not later than the effective date of any such appointment.

                8.2.3   MERGER  OR   CONSOLIDATION   OF   WARRANT   AGENT.   Any
corporation  into which the Warrant  Agent may be merged or with which it may be
consolidated or any corporation  resulting from any merger or  consolidation  to
which the Warrant  Agent shall be a party shall be the  successor  Warrant Agent
under this Agreement without any further act.

        8.3     FEES AND EXPENSES OF WARRANT AGENT.

                8.3.1   REMUNERATION.  The  Company  agrees  to pay the  Warrant
Agent  reasonable  remuneration for its services as such Warrant Agent hereunder
and will reimburse the Warrant Agent upon demand for all  expenditures  that the
Warrant Agent may reasonably incur in the execution of its duties hereunder.

                8.3.2   FURTHER  ASSURANCES.  The  Company  agrees  to  perform,
execute,   acknowledge,  and  deliver  or  cause  to  be  performed,   executed,
acknowledged,  and delivered all such further and other acts,  instruments,  and
assurances  as may  reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Agreement.

                                       9
<PAGE>


        8.4     LIABILITY OF WARRANT AGENT.

                8.4.1   RELIANCE   ON  COMPANY   STATEMENT.   Whenever   in  the
performance of its duties under this Warrant Agreement,  the Warrant Agent shall
deem it necessary or desirable  that any fact or matter be proved or established
by the Company prior to taking or suffering any action  hereunder,  such fact or
matter  (unless  other  evidence  in  respect  thereof  be  herein  specifically
prescribed)  may be  deemed  to be  conclusively  proved  and  established  by a
statement  signed by the  President  or Chairman of the Board of the Company and
delivered to the Warrant  Agent.  The Warrant Agent may rely upon such statement
for any action taken or suffered in good faith by it pursuant to the  provisions
of this Agreement.

                8.4.2   INDEMNITY.  The Warrant Agent shall be liable  hereunder
only for its own negligence, willful misconduct or bad faith. The Company agrees
to  indemnify  the  Warrant  Agent  and  save it  harmless  against  any and all
liabilities,  including  judgments,  costs  and  reasonable  counsel  fees,  for
anything done or omitted by the Warrant Agent in the execution of this Agreement
except as a result of the Warrant Agent's negligence, willful misconduct, or bad
faith.

                8.4.3   EXCLUSIONS.    The   Warrant   Agent   shall   have   no
responsibility with respect to the validity of this Agreement or with respect to
the validity or execution of any Warrant (except its countersignature  thereof);
nor shall it be  responsible  for any breach by the  Company of any  covenant or
condition  contained  in this  Agreement  or in any  Warrant;  nor  shall  it be
responsible to make any  adjustments  required under the provisions of Section 4
hereof or responsible for the manner,  method,  or amount of any such adjustment
or the  ascertaining  of the  existence  of facts  that would  require  any such
adjustment;   nor  shall  it  by  any  act  hereunder  be  deemed  to  make  any
representation  or warranty as to the authorization or reservation of any shares
of Common Stock to be issued  pursuant to this Agreement or any Warrant or as to
whether any shares of Common  Stock will when issued be valid and fully paid and
nonassessable.

        8.5     ACCEPTANCE  OF AGENCY.  The  Warrant  Agent  hereby  accepts the
agency  established  by this  Agreement  and agrees to perform the same upon the
terms and  conditions  herein set forth and among other  things,  shall  account
promptly to the Company  with  respect to Warrants  exercised  and  concurrently
account for, and pay to the Company,  all moneys  received by the Warrant  Agent
for the purchase of shares of the Company's Common Stock through the exercise of
Warrants.

9.      MISCELLANEOUS PROVISIONS.

        9.1     SUCCESSORS.  All the covenants and  provisions of this Agreement
by or for the benefit of the  Company or the Warrant  Agent shall bind and inure
to the benefit of their respective successors and assigns.

        9.2     NOTICES.  Any notice,  statement  or demand  authorized  by this
Warrant  Agreement to be given or made by the Warrant  Agent or by the holder of
any Warrant to or on the Company shall be  sufficiently  given when so delivered
if by hand or overnight delivery or if sent by certified mail or private courier
service  five days after  deposit of such  notice,  postage  prepaid,

                                       10
<PAGE>


addressed  (until  another  address is filed in writing by the Company  with the
Warrant Agent), as follows:

                                  Media & Entertainment Holdings, Inc.
                                         4429 Edmondson Avenue
                                          Dallas, Texas 75205
                          Attn: Herbert A. Granath, Chairman of the Board and
                                        Chief Executive Officer

Any notice, statement or demand authorized by this Agreement to be given or made
by the holder of any Warrant or by the Company to or on the Warrant  Agent shall
be sufficiently  given when so delivered if by hand or overnight  delivery or if
sent by certified  mail or private  courier  service five days after  deposit of
such notice,  postage  prepaid,  addressed  (until  another  address is filed in
writing by the Warrant Agent with the Company), as follows:

                                    Continental Stock Transfer & Trust Company
                                                 17 Battery Place
                                             New York, New York 10004
                                            Attn: Compliance Department

with a copy in each case to:

                                              Greenberg Traurig, LLP
                                                 MetLife Building
                                                  200 Park Avenue
                                             New York, New York 10166
                                             Attn: Alan I. Annex, Esq.
                                               Robert H. Cohen, Esq.

and

                                   Kirkpatrick and Lockhart Nicholson Graham LLP
                                               599 Lexington Avenue
                                             New York, New York 10022
                                           Attn: Robert S. Matlin, Esq.

and


                                            Lazard Capital Markets LLC
                                               30 Rockefeller Plaza
                                             New York, New York 10112
                                             Attention: Robert Lagay

and


                                           Ladenburg Thalmann & Co. Inc.
                                               153 East 53rd Street
                                             New York, New York 10022
                                                Attn: Peter H. Blum


                9.3     APPLICABLE  LAW.  The  validity,   interpretation,   and
performance  of this  Agreement  and of the  Warrants  shall be  governed in all
respects by the laws of the State of New York, without giving effect to conflict
of laws. The Company hereby agrees that any action,  proceeding or claim against
it arising out of or relating in any way to this Agreement  shall be brought and
enforced  in the courts of the State of New York or the United  States  District
Court for the Southern  District of New York,  and  irrevocably  submits to such
jurisdiction,  which

                                       11
<PAGE>


jurisdiction shall be exclusive. The Company hereby waives any objection to such
exclusive  jurisdiction and that such courts  represent an inconvenience  forum.
Any such  process  or  summons to be served  upon the  Company  may be served by
transmitting  a copy thereof by registered  or certified  mail,  return  receipt
requested,  postage prepaid, addressed to it at the address set forth in Section
9.2 hereof. Such mailing shall be deemed personal service and shall be legal and
binding upon the Company in any action, proceeding or claim.


        9.4  PERSONS  HAVING  RIGHTS  UNDER  THIS  AGREEMENT.  Nothing  in  this
Agreement  expressed and nothing that may be implied from any of the  provisions
hereof is  intended,  or shall be  construed,  to confer  upon,  or give to, any
person or corporation  other than the parties hereto and the registered  holders
of the Warrants  and, for the purposes of Sections  2.5,  6.1, 6.4, 7.4, 9.2 and
9.8 hereof,  the  Co-Representatives,  any right,  remedy,  or claim under or by
reason of this Warrant  Agreement or of any  covenant,  condition,  stipulation,
promise, or agreement hereof. The  Co-Representatives  shall be deemed to be the
third-party  beneficiaries  of this Agreement with respect to Sections 2.5, 6.1,
6.4, 7.4, 9.2 and 9.8 hereof. All covenants, conditions, stipulations, promises,
and  agreements  contained in this Warrant  Agreement  shall be for the sole and
exclusive benefit of the parties hereto (and the Co-Representatives with respect
to the Sections 2.5, 6.1, 6.4, 7.4, 9.2 and 9.8 hereof) and their successors and
assigns and of the registered holders of the Warrants.


        9.5     EXAMINATION OF THE WARRANT  AGREEMENT.  A copy of this Agreement
shall be available at all reasonable times at the office of the Warrant Agent in
the Borough of  Manhattan,  City and State of New York,  for  inspection  by the
registered holder of any Warrant.  The Warrant Agent may require any such holder
to submit his Warrant for inspection by it.

        9.6     COUNTERPARTS.  This  Agreement  may be executed in any number of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and all such counterparts shall together constitute but one and
the same instrument.

        9.7     EFFECT  OF  HEADINGS.   The  Section  headings  herein  are  for
convenience only and are not part of this Warrant Agreement and shall not affect
the interpretation thereof.

        9.8     AMENDMENTS.  This Agreement may be amended by the parties hereto
without  the  consent of any  registered  holder  for the  purpose of curing any
ambiguity,  or of curing,  correcting or supplementing  any defective  provision
contained  herein or adding or changing  any other  provisions  with  respect to
matters or  questions  arising  under this  Agreement  as the  parties  may deem
necessary or desirable and that the parties deem shall not adversely  affect the
interest of the  registered  holders.  All other  modifications  or  amendments,
including  any  amendment to increase the Warrant  Price or shorten the Exercise
Period, shall require the written consent of each of the  Co-Representatives and
the  registered  holders  of  a  majority  of  the  then  outstanding  Warrants.
Notwithstanding the foregoing, the Company may lower the Warrant Price or extend
the duration of the Exercise  Period in  accordance  with  Sections 3.1 and 3.2,
respectively, without such consent.

        9.9     SEVERABILITY.  This Agreement shall be deemed severable, and the
invalidity or  unenforceability of any term or provision hereof shall not affect
the  validity  or  enforceability  of this  Agreement  or of any  other  term or
provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
or provision,  the parties  hereto intend that there shall be added as a part of

                                       12
<PAGE>


this Agreement a provision as similar in terms to such invalid or  unenforceable
provision as may be possible and be valid and enforceable.

        IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first above written.

Attest:                             MEDIA & ENTERTAINMENT HOLDINGS, INC.



                                    By:___________________________________
--------
                                       Herbert A. Granath, Chairman of the Board
                                       and Chief Executive Officer


Attest:                             CONTINENTAL STOCK TRANSFER & TRUST COMPANY



                                    By:____________________________________
--------
                                       Steven G. Nelson, Chairman of the Board



                                       13