<PAGE>   1
                                                                   EXHIBIT 10.30


                                                                  Execution Copy

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY STATE SECURITIES
OR BLUE SKY LAWS.  NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD,
ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION
UNDER SAID ACT AND UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS OR
EXEMPTIONS FROM SUCH REGISTRATION.  THIS WARRANT MAY NOT BE SOLD, ASSIGNED,
TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT UPON THE CONDITIONS SPECIFIED IN
THIS WARRANT, AND NO SALE, ASSIGNMENT, TRANSFER, OR OTHER DISPOSITION OF THIS
WARRANT SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE
BEEN COMPLIED WITH.



                              AMENDED AND RESTATED

                             STOCK PURCHASE WARRANT

                                   ISSUED TO

                        NORTHSTAR HIGH TOTAL RETURN FUND
<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>    <C>                                                                    <C>
1.     Manner of Exercise; Issuance of Certificates; Payment for Shares   .    1

2.     Period of Exercise   . . . . . . . . . . . . . . . . . . . . . . . .    3
       (a)    Call Option of the Company  . . . . . . . . . . . . . . . . .    3
       (b)    Repurchase Obligation of the Company  . . . . . . . . . . . .    4

3.     Certain Agreements of the Company  . . . . . . . . . . . . . . . . .    4
       (a)    Shares to be Fully Paid   . . . . . . . . . . . . . . . . . .    4
       (b)    Reservation of Shares   . . . . . . . . . . . . . . . . . . .    4
       (c)    Listing of Shares   . . . . . . . . . . . . . . . . . . . . .    4
       (d)    Certain Actions Prohibited  . . . . . . . . . . . . . . . . .    5

4.     Antidilution Provisions  . . . . . . . . . . . . . . . . . . . . . .    5
       (a)    Issuance of Capital Stock   . . . . . . . . . . . . . . . . .    5
       (b)    Treatment of Options and Convertible Securities;
              Computation of Consideration  . . . . . . . . . . . . . . . .    5
       (c)    Subdivisions and Combinations   . . . . . . . . . . . . . . .    9
       (d)    Extraordinary Dividends and Distributions   . . . . . . . . . .  9
       (e)    Computation of Market Price   . . . . . . . . . . . . . . . .   10
       (f)    Record Date Adjustments   . . . . . . . . . . . . . . . . . .   10
       (g)    Minimum Adjustment of Exercise Price  . . . . . . . . . . . .   11
       (h)    Reorganization, Reclassification, Consolidation,
              Merger, or Sale   . . . . . . . . . . . . . . . . . . . . . .   11
       (i)    No Fractional Shares  . . . . . . . . . . . . . . . . . . . .   12
       (j)    Other Notices   . . . . . . . . . . . . . . . . . . . . . . .   12

5.     No Rights or Liabilities as a Shareholder  . . . . . . . . . . . . .   13

6.     Transfer, Exchange, and Replacement of Warrant   . . . . . . . . . .   13
       (a)    Warrant Not Transferable  . . . . . . . . . . . . . . . . . .   13
       (b)    Replacement of Warrant  . . . . . . . . . . . . . . . . . . .   13
       (c)    Register  . . . . . . . . . . . . . . . . . . . . . . . . . .   13
       (d)    Exercise or Transfer Without Registration   . . . . . . . . .   14
       (e)    Expenses of Transfer  . . . . . . . . . . . . . . . . . . . .   14

7.     Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14

8.     GOVERNING LAW  . . . . . . . . . . . . . . . . . . . . . . . . . . .   14

9.     Miscellaneous  . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
       (a)    Amendments  . . . . . . . . . . . . . . . . . . . . . . . . .   15
       (b)    Descriptive Headings  . . . . . . . . . . . . . . . . . . . .   15
       (c)    Successors and Assigns  . . . . . . . . . . . . . . . . . . .   15
</TABLE>
<PAGE>   3
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY STATE SECURITIES
OR BLUE SKY LAWS.  NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD,
ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION
UNDER SAID ACT AND UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS OR
EXEMPTIONS FROM SUCH REGISTRATION.  THIS WARRANT MAY NOT BE SOLD, ASSIGNED,
TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT UPON THE CONDITIONS SPECIFIED IN
THIS WARRANT, AND NO SALE, ASSIGNMENT, TRANSFER, OR OTHER DISPOSITION OF THIS
WARRANT SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE
BEEN COMPLIED WITH.

No. NS-03                                       Right to Purchase 500,000 Shares


                             STOCK PURCHASE WARRANT


       THIS CERTIFIES THAT, for value received, Northstar High Total Return
Fund (the "Original Holder"), or registered successors or assigns, is entitled
to purchase from Source Media, Inc., a Delaware corporation (the "Company"), at
any time or from time to time during the period specified in Paragraph 2
hereof, 500,000 fully paid and nonassessable shares of the Company's Common
Stock, par value $.001 per share (the "Common Stock"), at an exercise price per
share of $6.00 (the "Exercise Price").  The term "Warrant Shares", as used
herein, refers to the shares of Common Stock purchasable hereunder.  The
Warrant Shares and the Exercise Price are subject to adjustment as provided in
Paragraph 4 hereof.  This Amended and Restated Stock Purchase Warrant amends
and restates in its entirety that certain Stock Purchase Warrant, dated April
3, 1996, issued to the Original Holder.

       This Warrant is subject to the following terms, provisions, and
conditions:

       1.     Manner of Exercise; Issuance of Certificates; Payment for Shares.
Subject to the provisions hereof, this Warrant may be exercised by the holder
hereof, in whole or in part (but not as to a fractional Warrant Share), by the
surrender of this Warrant, together with a completed Exercise Agreement in the
form attached hereto, to the Company during normal business hours on any
business day at the Company's principal office at 8140 Walnut Hill Lane, Suite
1000, Dallas, Texas 75231 (or such other office or agency of the Company as it
may designate by notice to the holder hereof), and upon payment to the Company
of the Exercise Price for the Warrant Shares specified in said Exercise Agree-
ment.  The Warrant Shares so purchased shall be deemed to be issued to the
holder hereof or its designee as the record owner of such shares as of the
close of business on the date on which this Warrant shall have been
surrendered, the completed
<PAGE>   4
Exercise Agreement delivered, and payment made for such shares as aforesaid.
Certificates for the Warrant Shares so purchased, representing the aggregate
number of shares specified in said Exercise Agreement, shall be delivered to
the holder hereof within a reasonable time, not exceeding seven business days,
after this Warrant shall have been so exercised.  The certificates so delivered
shall be in such denominations as may be requested by the holder hereof and
shall be registered in the name of said holder.  If this Warrant shall have
been exercised only in part, then, unless this Warrant has expired, the Company
shall, at its expense, at the time of delivery of said certificates, deliver to
said holder a new Warrant representing the number of shares with respect to
which this Warrant shall not then have been exercised.  The Company shall pay
all taxes and other expenses and charges payable in connection with the prepa-
ration, execution, and delivery of stock certificates (and any new Warrants)
pursuant to this Paragraph 1 except that, in case such stock certificates shall
be registered in a name or names other than the holder of this Warrant, funds
sufficient to pay all stock transfer taxes which shall be payable in connection
with the execution and delivery of such stock certificates shall be paid by the
holder hereof to the Company at the time of the delivery of such stock
certificates by the Company as mentioned above.

       Payment of the Exercise Price may be made by either of the following
methods:

              (i)    Cash Exercise.  By payment to the Company of the Exercise
       Price in cash or by certified or official bank check, for each share
       being purchased;

              (ii)   Surrender of Notes.  By surrender to the Company for
       cancellation of any Note or Notes (as such terms are defined in that
       certain Amended and Restated Note Agreement, dated as of March 31, 1997
       (the "Amended and Restated Note Agreement"), among the Company, IT
       Network, Inc., the Original Holder and the other Purchasers named
       therein), or any portion of a Note, for which credit shall be given
       toward the Exercise Price on a dollar-for-dollar basis with reference to
       the principal amount and accrued but unpaid interest cancelled;

              (iii)  Net Issue Exercise.  By an election to receive shares the
       aggregate fair market value of which as of the date of exercise is equal
       to the fair market value of this Warrant (or the portion thereof being
       exercised) on such date, in which event the Company, upon receipt of
       notice of such election, shall issue to the holder hereof a number of
       shares of Common Stock equal to (A) the number of shares of Common Stock
       acquirable upon exercise of all or any portion of this Warrant being
       exercised, as at such date, multiplied by (B) the balance remaining
       after deducting (x) the Exercise Price, as in effect on such date, from
       (y) the market price of one share of Common Stock as at such date
       (determined as provided in Paragraph 4(e) hereof) and dividing the
       result by (C) such market price; provided, however, that payment of the
       Exercise Price pursuant to this method may be made only to the extent
       that the aggregate outstanding principal





                                      -2-
<PAGE>   5
       amount of the Notes held by the holder of this Warrant on the date of
       such election has been paid in full; or

              (iv)   Combined Payment Method.  By satisfaction of the Exercise
       Price for such shares acquired in combination of the methods described
       in clauses (i), (ii) or (iii).

       2.     Period of Exercise.  Subject to the provisions of Paragraphs 2(a)
and (b) below, this Warrant is exercisable at any time after the date hereof,
and before 5:00 p.m., Dallas time, on March 31, 2004.

              (a)    Call Option of the Company.

                     (i)    Subject to the satisfaction in full of the
              conditions set forth in subparagraph (ii) below, at any time
              after the second anniversary of the date hereof, the Company may,
              by written notice to the holder of this Warrant (the "Call
              Notice"), elect to purchase this Warrant (or any new Warrant then
              held by such holder representing the number of shares with
              respect to which this Warrant shall not have been exercised), in
              whole, on the Effective Date of Call (as defined below), at a
              cash price for this Warrant equal to the product of (x) $.01
              multiplied by (y) the number of shares with respect to which this
              Warrant shall not have been exercised on such date.  As used in
              this Paragraph 2(a), the term "Effective Date of Call" shall mean
              the later of (x) 60 days from the date of the Call Notice or (y)
              60 days from the date a registration statement covering the
              Warrant Shares shall have become effective, which registration
              statement was filed by the Company upon the receipt of requests
              made (including a request made by the holder of this Warrant)
              prior to the Effective Date of Call and pursuant to the Amended
              and Restated Registration Rights Agreement dated as of the date
              hereof, among the Company, the Original Holder and the other
              persons named therein.

                     (ii)   The Company's right to exercise the purchase option
              referred to in subparagraph (i) above is conditional upon the
              last reported sales price of the Common Stock (determined as
              provided in Paragraph 4(e) hereof) having being equal to at least
              200% of the Exercise Price then in effect for 30 of the 40
              consecutive Trading Days (as defined below) immediately prior to
              the date of the Call Notice.

                     (iii)  If the conditions referred to above have been
              satisfied in full (including, without limitation, the giving of a
              Call Notice), the holder shall present this Warrant to the
              Company at its office referred to in Paragraph 1 hereof on the
              Effective Date of Call, and upon surrender thereof shall be
              entitled to receive the cash price to which such holder is
              entitled, by wire





                                      -3-
<PAGE>   6
              transfer of immediately available funds to an account designated
              by the holder hereof or by delivery to such holder of a certified
              or official bank check in New York Clearing House Funds payable
              to the order of such holder.  Notwithstanding anything to the
              contrary implied in this Paragraph 2(a), until the Effective Date
              of Call the holder of this Warrant shall continue to be entitled
              to exercise any and all of the rights granted to it herein.

              (b)    Repurchase Obligation of the Company.  If at any time
       there occurs a Change of Control (as defined in the Amended and Restated
       Note Agreement), then the Company shall give to the holder of this
       Warrant notice of such Change of Control within 5 days of its
       occurrence.  Not later than 60 days (the "Put Election Period") after
       such notice by the Company, the holder of this Warrant (or any new
       Warrant then held by such holder representing the number of shares with
       respect to which this Warrant shall not have been exercised) may, by
       written notice to the Company, elect to sell to the Company, and the
       Company shall purchase from such holder, this Warrant, in whole, at an
       aggregate cash price (the "Put Price") equal to the greater of (x) the
       Net Warrant Market Price (as defined below) and (y) $1,500,000.  The
       holder shall present this Warrant to the Company at its office referred
       to in Paragraph 1 hereof on or before the 30th day following the
       expiration of the Put Election Period, and upon surrender thereof shall
       be entitled to receive the cash price to which such holder is entitled,
       by wire transfer of immediately available funds to an account designated
       by the holder hereof or by delivery to such holder of a certified or
       official bank check in New York Clearing House Funds payable to the
       order of such holder.  As used in this Paragraph 2(b), the term "Net
       Warrant Market Price" shall mean an amount equal to the product of (x)
       the number of shares with respect to which this Warrant shall not have
       been exercised, multiplied by (y) the difference between the market
       price per Warrant Share (determined as provided in Paragraph 4(e)
       hereof) on the date of the Put Notice and the Exercise Price then in
       effect.

       3.     Certain Agreements of the Company.  The Company hereby covenants
and agrees as follows:

              (a)    Shares to be Fully Paid.  All Warrant Shares will, upon
       issuance, be validly issued, fully paid, and nonassessable.

              (b)    Reservation of Shares.  During the period within which
       this Warrant may be exercised, the Company will at all times have
       authorized, and reserved for the purpose of issue upon exercise of this
       Warrant, a sufficient number of shares of Common Stock to provide for
       the exercise of this Warrant.

              (c)    Listing of Shares.  If the issuance of any Warrant Shares
       required to be reserved for purposes of exercise of this Warrant
       requires listing on any





                                      -4-
<PAGE>   7
       national securities exchange before such shares may be issued upon
       exercise of this Warrant, the Company will, at its expense, use its best
       efforts to cause such shares to be listed on the relevant national
       securities exchange at such time, so that such shares may be issued in
       accordance with the terms hereof.

              (d)    Certain Actions Prohibited.  The Company will not, by
       amendment of its charter or through any reorganization, transfer of
       assets, consolidation, merger, dissolution, issue or sale of securities,
       or any other voluntary action, avoid or seek to avoid the observance or
       performance of any of the terms to be observed or performed by it
       hereunder, but will at all times in good faith assist in the carrying
       out of all the provisions of this Warrant and in the taking of all such
       action as may reasonably be requested by the holder of this Warrant in
       order to protect the exercise privilege of the holder of this Warrant
       against dilution or other impairment, consistent with the tenor and
       purpose of this Warrant.

       4.     Antidilution Provisions.  The Exercise Price shall be subject to
adjustment from time to time as provided in this Paragraph 4.  Upon each
adjustment of the Exercise Price, the holder of this Warrant shall thereafter
be entitled to purchase, at the Exercise Price resulting from such adjustment,
the largest number of Warrant Shares obtained by multiplying the Exercise Price
in effect immediately prior to such adjustment by the number of Warrant Shares
purchasable hereunder immediately prior to such adjustment and dividing the
product thereof by the Exercise Price resulting from such adjustment.  For
purposes of this Paragraph 4, the term "Capital Stock", as used herein,
includes the Common Stock and any additional class of stock of the Company
having no preference as to dividends or distributions on liquidation which may
be authorized in the future by an amendment to the Company's charter, provided
that the shares purchasable pursuant to this Warrant shall include only shares
of Common Stock, or shares resulting from any subdivision or combination of the
Common Stock, or in the case of any reorganization, reclassification,
consolidation, merger, or sale of the character referred to in Paragraph 4(i)
hereof, the stock or other securities or property provided for in said
Paragraph.

              (a)    Issuance of Capital Stock.  If and whenever the Company
       shall issue or sell any shares of Capital Stock without consideration or
       for a consideration per share less than the Exercise Price in effect
       immediately prior to the time of such issue or sale, then, forthwith
       upon such issue or sale, the Exercise Price shall be reduced to a price
       (calculated to the nearest cent) determined by dividing (x) an amount
       equal to the aggregate consideration received by the Company upon such
       issue or sale, by (y) the total number of shares of Capital Stock so
       issued or sold.

              (b)    Treatment of Options and Convertible Securities;
       Computation of Consideration.  For the purposes of Paragraph 4(a) hereof
       the following provisions shall also be applicable:





                                      -5-
<PAGE>   8
                     (i)    If at any time the Company shall grant any rights
              to subscribe for or purchase, or any options for the purchase of,
              Capital Stock or securities convertible into or exchangeable for
              Capital Stock (such rights and options being herein called
              "Options" and such convertible or exchangeable securities being
              herein called "Convertible Securities"), whether or not such
              Options or the rights to convert or exchange any such Convertible
              Securities are immediately exercisable, and the price per share
              for which Capital Stock is issuable upon the exercise of such
              Options or upon the conversion or exchange of such Convertible
              Securities shall be less than the Exercise Price in effect
              immediately prior to the time of the granting of such Options,
              then the total maximum number of shares of Capital Stock issuable
              upon the exercise of such Options or upon the conversion or
              exchange of the total maximum amount of such Convertible
              Securities issuable upon the exercise of such Options shall (as
              of the date of granting of such Options) be deemed to be
              outstanding and to have been issued and sold for such price per
              share.  For purposes of this paragraph 4(b)(i) the price per
              share for which such Capital Stock is issuable shall be
              determined by dividing (x) the total amount, if any, received or
              receivable by the Company as consideration for the granting of
              such Options, plus the minimum aggregate amount of additional
              consideration payable to the Company upon the exercise of such
              Options, plus, in the case of any such Options which relate to
              Convertible Securities, the minimum aggregate amount of
              additional consideration, if any, other than such Convertible
              Securities, payable to the Company upon the conversion or
              exchange of such Convertible Securities, by (y) the total maximum
              number of shares of Capital Stock issuable upon the exercise of
              such Options or upon the conversion or exchange of all such
              Convertible Securities issuable upon the exercise of such
              Options.  Except as provided in Paragraph 4(b)(vi) hereof, no
              further adjustments of the Exercise Price shall be made upon the
              actual issue of such Capital Stock or of such Convertible
              Securities upon the exercise of such Options or upon the actual
              issue of such Capital Stock upon the conversion or exchange of
              such Convertible Securities.

                     (ii)   If at any time the Company shall issue or sell
              Convertible Securities, whether or not the rights to convert or
              exchange such Convertible Securities are immediately exercisable,
              and the price per share for which Capital Stock is issuable upon
              the conversion or exchange of such Convertible Securities shall
              be less than the Exercise Price in effect immediately prior to
              the time of the issue or sale of such Convertible Securities,
              then the total maximum number of shares of Capital Stock issuable
              upon the conversion or exchange of all such Convertible
              Securities shall (as of the date of the issue or sale of such
              Convertible Securities) be deemed to be outstanding and to have
              been issued and sold for such price per share,





                                      -6-
<PAGE>   9
              provided that (a) except as provided in Paragraph 4(b)(vi)
              hereof, no further adjustments of the Exercise Price shall be
              made upon the actual issue of such Capital Stock upon the
              conversion or exchange of such Convertible Securities, and (b) if
              any such issue or sale of such Convertible Securities is made
              upon exercise of any Options for which adjustments of the
              Exercise Price have been or are to be made pursuant to other
              provisions of this Paragraph 4(b), no further adjustment of the
              Exercise Price shall be made by reason of such issue or sale.
              For purposes of this Paragraph 4(b)(ii), the price per share for
              which Capital Stock is issuable shall be determined by dividing
              (x) the total amount received or receivable by the Company as
              consideration for the issue or sale of such Convertible
              Securities, plus the minimum aggregate amount of additional
              consideration, if any, other than such Convertible Securities,
              payable to the Company upon the conversion or exchange thereof,
              by (y) the total maximum number of shares of Capital Stock
              issuable upon the conversion or exchange of all such Convertible
              Securities.

                     (iii)  If at any time the Company shall pay a dividend or
              make any other distribution upon the Capital Stock payable in
              Capital Stock or Convertible Securities, any Capital Stock or
              Convertible Securities, as the case may be, issuable in payment
              of such dividend or distribution shall be deemed to have been
              issued without consideration, and the Exercise Price shall be
              reduced as if the Company had subdivided the outstanding shares
              of Capital Stock into a greater number of shares as provided in
              Paragraph 4(c) hereof.

                     (iv)   If at any time any Capital Stock, Convertible
              Securities, or Options shall be issued or sold for cash, the
              consideration received therefor shall be deemed to be the amount
              received by the Company therefor, without deduction therefrom of
              any expenses incurred or any underwriting commissions or
              concessions paid or allowed by the Company in connection
              therewith.  If any Capital Stock, Convertible Securities, or Op-
              tions shall be issued or sold for a consideration other than
              cash, the amount of the consideration other than cash received by
              the Company therefor shall be deemed to be the fair value of such
              consideration as determined in good faith by the Board of
              Directors of the Company, except where such consideration
              consists of securities, in which case the amount of consideration
              received by the Company shall be the market price thereof
              (determined as provided in Paragraph 4(e) hereof) as of the date
              of receipt, but in each such case without deduction therefrom of
              any expenses incurred or any underwriting commissions or
              concessions paid or allowed by the Company in connection
              therewith.  In computing the market price of a note or other
              obligation that is not listed or admitted to trading on any
              securities exchange or quoted in the Nasdaq Stock Market or
              reported by the National





                                      -7-
<PAGE>   10
              Quotation Bureau, Inc. or a similar reporting organization, the
              total consideration to be received by the Company thereunder
              (including interest) shall be discounted to present value at the
              prime rate announced or published in The Wall Street Journal
              under the caption "Money Rate" in effect at the time the note or
              obligation is deemed to have been issued.  If any Capital Stock,
              Convertible Securities, or Options shall be issued in connection
              with any merger of another corporation into the Company, the
              amount of consideration therefor shall be deemed to be the fair
              value as determined in good faith by the Board of Directors of
              the Company of such portion of the assets of such merged corpo-
              ration as the Board shall determine to be attributable to such
              Capital Stock, Convertible Securities, or Options.

                     (v)    In case at any time the Company shall take a record
              of the holders of Capital Stock for the purpose of entitling them
              (a) to receive a dividend or other distribution payable in
              Capital Stock or Convertible Securities, or (b) to subscribe for
              or purchase Capital Stock or Convertible Securities, then such
              record date shall be deemed to be the date of the issue or sale
              of such Capital Stock or Convertible Securities.

                     (vi)   If the purchase price provided for in any Option
              referred to in Paragraph 4(b)(i) hereof, or the price at which
              any Convertible Securities referred to in Paragraph 4(b)(i) or
              (ii) hereof are convertible into or exchangeable for Capital
              Stock, shall change at any time (whether by reason of provisions
              designed to protect against dilution or otherwise), the Exercise
              Price then in effect hereunder shall forthwith be increased or
              decreased to such Exercise Price as would have obtained had the
              adjustments made upon the issuance of such Options or Convertible
              Securities been made upon the basis of (a) the issuance of the
              number of shares of Capital Stock theretofore actually delivered
              upon the exercise of such Options or upon the conversion or
              exchange of such Convertible Securities, and the total
              consideration received therefor, and (b) the number of shares of
              Capital Stock to be issued for the consideration, if any,
              received by the Company therefor and to be received on the basis
              of such changed price.

                     (vii)  If any adjustment has been made in the Exercise
              Price because of the issuance of Options or Convertible
              Securities and if any of such Options or rights to convert or
              exchange such Convertible Securities expire or otherwise
              terminate, then the Exercise Price shall be readjusted to
              eliminate the adjustments previously made in connection with the
              Options or rights to convert or exchange Convertible Securities
              which have expired or terminated.

                     (viii) The number of shares of Capital Stock outstanding
              at any given time shall not include shares owned or held by or
              for the account of





                                      -8-
<PAGE>   11
              the Company, and the disposition of any such shares shall be
              considered an issue or sale of Capital Stock.

                     (ix)   Anything in Paragraph 4(a) or (b) hereof to the
              contrary notwithstanding, the Company shall not be required to
              make any adjustment of the Exercise Price in the case of (a) the
              issuance of the Warrants or any other warrant issued to the
              holder hereof, (b) the issuance of shares of Common Stock upon
              exercise of the Warrants or any other warrant issued to the
              holder hereof, (c) the granting of stock options by the Company
              to employees or directors of the Company or any of its
              subsidiaries in connection with their employment or service as
              directors to purchase Capital Stock, provided that the exercise
              price of such stock options is at least equal to the market price
              of such shares of Capital Stock on the date such stock options
              are granted and the total number of such options granted after
              the date hereof does not exceed the sum of (X) ten percent of the
              outstanding Common Stock of the Company and (Y) the number of
              such employee or director options outstanding on the date hereof
              that, on the date in question, have expired or been cancelled,
              (d) the issuance of shares of Capital Stock upon the exercise of
              the stock options referred to in clause (c) above, and (e) the
              issuance of shares of Capital Stock upon the exercise,
              conversion, or exchange of any securities issued prior to or
              simultaneously with the date of the original issue of this
              Warrant.

              (c)    Subdivisions and Combinations.  In case at any time the
       Company shall subdivide the outstanding shares of Capital Stock into a
       greater number of shares, the Exercise Price in effect immediately prior
       to such subdivision shall be proportionately reduced, and conversely, in
       case the outstanding shares of Capital Stock shall be combined into a
       smaller number of shares, the Exercise Price in effect immediately prior
       to such combination shall be proportionately increased. An adjustment
       made pursuant to this Paragraph 4(c) shall become effective immediately
       after the effective date of such subdivision or combination.

              (d)    Extraordinary Dividends and Distributions.  If at any time
       the Company shall pay a dividend or make a distribution to all holders
       of Capital Stock, as such, which dividend or distribution is payable
       otherwise than in cash out of earnings or earned surplus and otherwise
       than in Capital Stock, Convertible Securities, or Options, then
       thereafter the holder of this Warrant, upon the exercise of this
       Warrant, shall be entitled to receive the number of shares of Common
       Stock being purchased upon such exercise and, in addition thereto and
       without further payment, the stock and other securities and property
       (including cash) which such holder would have received by way of
       dividends or distributions (otherwise than in cash out of earnings or
       earned surplus or in Capital Stock, Convertible Securities, or Options)
       as if continuously, since the date of the original issue of this
       Warrant, such holder (i) had been the record holder of the number of





                                      -9-
<PAGE>   12
       shares of Common Stock then being purchased, and (ii) had retained all
       dividends and distributions in stock or other securities (other than
       Capital Stock, Convertible Securities, or Options) which would have been
       paid in respect of such Common Stock or in respect of any stock or other
       securities which would have been paid as dividends or distributions on
       such Common Stock.

              (e)    Computation of Market Price.  For the purpose of any
       computation under Paragraphs 2(a), 2(b) and 4(b) hereof, the market
       price of the security in question on any day shall be deemed to be the
       average of the last reported sale prices for the security for the 20
       consecutive Trading Days beginning 30 Trading Days before the day in
       question.  The last reported sale price for each day shall be (i) the
       last reported sale price of the security on the Nasdaq Stock Market's
       National Market, or any similar system of automated dissemination of
       quotations of securities prices then in common use, if so quoted, or
       (ii) if not quoted as described in clause (i) above, the mean between
       the high bid and low asked quotations for the security as reported by
       the National Quotation Bureau, Inc. if at least two securities dealers
       have inserted both bid and asked quotations for such security on at
       least 10 of such 20 consecutive Trading Days, or (iii) if the security
       is listed or admitted for trading on any national securities exchange,
       the last sale price, or the closing bid price if no sale occurred, of
       such class of security on the principal securities exchange on which
       such class of security is listed or admitted to trading.  If the
       security is quoted on a national securities or central market system, in
       lieu of a market or quotation system described above, the last reported
       sale price shall be determined in the manner set forth in clause (ii) of
       the preceding sentence if bid and asked quotations are reported but
       actual transactions are not, and in the manner set forth in clause (iii)
       of the preceding sentence if actual transactions are reported.  If none
       of the conditions set forth above is met, the last reported sale price
       of the security on any day or the average of such last reported sale
       prices for any period shall be the fair market value of such security as
       determined by a member firm of the New York Stock Exchange, Inc.
       selected by the Company.  The term "Trading Days", as used herein, means
       (i) if the security is quoted on the Nasdaq Stock Market's National
       Market, or any similar system of automated dissemination of quotations
       of securities prices, days on which trades may be made on such system or
       (ii) if the security is listed or admitted for trading on any national
       securities exchange, days on which such national securities exchange is
       open for business.

              (f)    Record Date Adjustments.  In any case in which this
       Paragraph 4 requires that a downward adjustment of the Exercise Price
       shall become effective immediately after a record date for an event, the
       Company may defer until the occurrence of such event (A) issuing to the
       holder of this Warrant exercised after such record date and before the
       occurrence of such event the additional Warrant Shares issuable upon
       such exercise by reason of the adjustment required by such event over
       and above the Warrant Shares issuable upon such exercise before





                                      -10-
<PAGE>   13
       giving effect to such adjustment and (B) paying to such holder any
       amount in cash in lieu of a fractional share pursuant to Paragraph 4(i)
       hereof.

              (g)    Minimum Adjustment of Exercise Price.  No adjustment of
       the Exercise Price shall be made in an amount less than $.10 per share
       in effect at the time such adjustment is otherwise required to be made,
       but any such lesser adjustment shall be carried forward and shall be
       made at the time and together with the next subsequent adjustment which,
       together with any adjustments so carried forward, shall amount to not
       less than $.10 per share.  In case at any time the Company shall issue
       Capital Stock by way of dividend on Capital Stock or subdivide or
       combine the outstanding shares of Capital Stock, said amount of $.10 per
       share (as theretofore increased or decreased, if the said amount shall
       have been adjusted in accordance with the provisions of this Paragraph
       4(g)) shall forthwith be proportionately increased in the case of such a
       combination or decreased in the case of such a subdivision or stock
       dividend so as appropriately to reflect the same.

              (h)    Reorganization, Reclassification, Consolidation, Merger,
       or Sale.  If any capital reorganization of the Company, or any
       reclassification of the Capital Stock, or any consolidation or merger of
       the Company with or into another corporation or entity, or any sale of
       all or substantially all the assets of the Company to another corpora-
       tion or entity, shall be effected in such a way that the holders of
       Common Stock (or any other securities of the Company then issuable upon
       the exercise of this Warrant) shall be entitled to receive stock or
       other securities or property (including cash) with respect to or in
       exchange for Common Stock (or such other securities), then lawful and
       adequate provision shall be made whereby the holder of this Warrant
       shall thereafter have the right to purchase and receive upon the basis
       and upon the terms and conditions specified in this Warrant, and in lieu
       of the shares of Common Stock (or such other securities) immediately
       theretofore purchasable and receivable upon the exercise hereof, such
       stock or other securities or property (including cash) as may be
       issuable or payable with respect to or in exchange for a number of
       outstanding shares of Common Stock (or such other securities) equal to
       the number of shares of Common Stock (or such other securities)
       immediately theretofore purchasable and receivable upon the exercise of
       this Warrant, had such reorganization, reclassification, consolidation,
       merger, or sale not taken place.  In any such case appropriate provision
       shall be made with respect to the rights and interests of the holder of
       this Warrant to the end that the provisions hereof (including, without
       limitation, the provisions for adjustments of the Exercise Price and of
       the number of Warrant Shares purchasable upon exercise hereof) shall
       thereafter be applicable, as nearly as reasonably may be, in relation to
       the stock or other securities or property thereafter deliverable upon
       the exercise hereof.  In the event of a consolidation or merger of the
       Company with or into another corporation or entity as a result of which
       a greater or lesser number of shares of common stock of the surviving





                                      -11-
<PAGE>   14
       corporation or entity are issuable to holders of Capital Stock in
       respect of the number of shares of Capital Stock outstanding immediately
       prior to such consolidation or merger, then the Exercise Price in effect
       immediately prior to such consolidation or merger shall be adjusted in
       the same manner as though there were a subdivision or combination of the
       outstanding shares of Capital Stock.

              (i)    No Fractional Shares.  No fractional shares of Common
       Stock are to be issued upon the exercise of this Warrant, but the
       Company shall pay a cash adjustment in respect of any fractional share
       which would otherwise be issuable in an amount equal to the same
       fraction of the current market value of a share of Common Stock, which
       current market value shall be the last reported sale price (determined
       as provided in Paragraph 4(e) hereof) on the Trading Day immediately
       preceding the date of the exercise.

              (j)    Other Notices.  If at any time:

                     (i)    the Company shall declare any dividend upon the
              Capital Stock payable in shares of stock of any class or make any
              other distribution (other than dividends or distributions payable
              in cash out of earnings or earned surplus) to the holders of the
              Capital Stock;

                     (ii)   the Company shall offer for subscription pro rata
              to the holders of the Capital Stock any additional shares of
              stock of any class or other rights;

                     (iii)  there shall be any capital reorganization of the
              Company, or reclassification of the Capital Stock, or
              consolidation or merger of the Company with or into, or sale of
              all or substantially all its assets to, another corporation or
              entity; or

                     (iv)   there shall be a voluntary or involuntary
              dissolution, liquidation, or winding-up of the Company;

       then, in each such case, the Company shall promptly give to the holder
       of this Warrant (a) notice of the date on which the books of the Company
       shall close or a record shall be taken for determining the holders of
       Capital Stock entitled to receive any such dividend, distribution, or
       subscription rights or for determining the holders of Capital Stock
       entitled to vote in respect of any such reorganization,
       reclassification, consolidation, merger, sale, dissolution, liquidation,
       or winding-up and (b) in the case of any such reorganization,
       reclassification, consolidation, merger, sale, dissolution, liquidation,
       or winding-up, notice of the date (or, if not then known, a reasonable
       approximation thereof by the Company) when the same shall take place.
       Such notice shall also specify the date on which the holders of Capital
       Stock shall be entitled to receive such dividend, distribution, or
       subscrip-





                                      -12-
<PAGE>   15
       tion rights or to exchange their Capital Stock for stock or other
       securities or property deliverable upon such reorganization,
       reclassification, consolidation, merger, sale, dissolution, liquidation,
       or winding-up, as the case may be.  Failure to give any such notice or
       any defect therein shall not affect the validity of the proceeding
       referred to in clauses (i), (ii), (iii), and (iv) above.

       5.     No Rights or Liabilities as a Shareholder.  This Warrant shall
not entitle the holder hereof to any voting rights or other rights as a
shareholder of the Company.  No provision of this Warrant, in the absence of
affirmative action by the holder hereof to purchase Warrant Shares, and no mere
enumeration herein of the rights or privileges of the holder hereof, shall give
rise to any liability of such holder for the Exercise Price or as a shareholder
of the Company, whether such liability is asserted by the Company or by
creditors of the Company.

       6.     Transfer, Exchange, and Replacement of Warrant.

              (a)    Warrant Not Transferable.  You agree that this Warrant may
       not be transferred, sold, assigned or hypothecated, except to (i) your
       wholly-owned subsidiaries or affiliates (as defined by the Securities
       Exchange Act of 1934); (ii) the respective successors to you in a merger
       or consolidation; (iii) the respective purchasers of all or
       substantially all of your assets; (iv) your respective shareholders in
       the event you are liquidated or dissolved; (v) any one or more financial
       institutions (including, without limitation, any banks, investment
       banking firms, investment funds and insurance companies); or (vi) any
       other person or entity with respect to whom you have received the prior
       written consent of the Company.  It is not a condition to the transfer
       of this Warrant that it be transferred in connection with a transfer of
       a Note.  Until due presentment for registration of a permitted transfer
       on the Company's books, the Company may treat the registered holder
       hereof as the owner and holder hereof for all purposes, and the Company
       shall not be affected by any notice to the contrary.

              (b)    Replacement of Warrant.  Upon receipt of evidence
       reasonably satisfactory to the Company of the loss, theft, destruction,
       or mutilation of this Warrant and, in the case of any such loss, theft,
       or destruction, upon delivery of an indemnity agreement reasonably
       satisfactory in form and amount to the Company, or, in the case of any
       such mutilation, upon surrender and cancellation of this Warrant, the
       Company will execute and deliver, in lieu thereof, a new Warrant of like
       tenor.

              (c)    Register.  The Company shall maintain, at its principal
       office at 8140 Walnut Hill Lane, Suite 1000, Dallas, Texas 75231 (or
       such other office or agency of the Company as it may designate by notice
       to the holder hereof), a register for this Warrant, in which the Company
       shall record the name and address of the





                                      -13-
<PAGE>   16
       person in whose name this Warrant has been issued, as well as the name
       and address of each permitted transferee and each prior owner of this
       Warrant.

              (d)    Exercise or Transfer Without Registration.  Anything in
       this Warrant to the contrary notwithstanding, if, at the time of the
       surrender of this Warrant in connection with any exercise, transfer, or
       exchange of this Warrant, this Warrant shall not be registered under the
       Securities Act of 1933, as amended, and under applicable state securi-
       ties or blue sky laws, the Company may require, as a condition of
       allowing such exercise, transfer, or exchange, that the holder of this
       Warrant execute and deliver to the Company a seller's Rule 144
       representation letter in form and substance reasonably acceptable to the
       Company.  The first holder of this Warrant, by taking and holding the
       same, represents to the Company that such holder is acquiring this
       Warrant for investment and not with a view to the distribution thereof.

              (e)    Expenses of Transfer.  The Company shall pay all taxes
       (other than those imposed on or in respect of income), other expenses
       and charges payable in connection with the preparation, execution, and
       delivery of any Warrants issued or prepared by the Company in connection
       with this Paragraph 6.

       7.     Notices.  All notices, requests, and other communications
required or permitted to be given or delivered hereunder to the holder of this
Warrant shall be in writing, and shall be personally delivered, or shall be
sent by certified or registered mail, postage prepaid and addressed, to such
holder at the address shown for such holder on the books of the Company, or at
such other address as shall have been furnished to the Company by notice from
such holder.  All notices, requests, and other communications required or
permitted to be given or delivered hereunder to the Company shall be in
writing, and shall be personally delivered, or shall be sent by certified or
registered mail, postage prepaid and addressed, to the office of the Company at
8140 Walnut Hill Lane, Suite 1000, Dallas, Texas 75231, Attention: President,
or at such other address as shall have been furnished to the holder of this
Warrant by notice from the Company.  Any such notice, request, or other
communication may be sent by telegram or telex, but shall in such case be
subsequently confirmed by a writing personally delivered or sent by certified
or registered mail as provided above.  All notices, requests, and other
communications shall be deemed to have been given either at the time of the
delivery thereof to (or the receipt by, in the case of a telegram or telex) the
person entitled to receive such notice at the address of such person for
purposes of this Paragraph 7, or, if mailed, at the completion of the third
full day following the time of such mailing thereof to such address, as the
case may be.

       8.     GOVERNING LAW.  THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.





                                      -14-
<PAGE>   17
       9.     Miscellaneous.

              (a)    Amendments.  This Warrant and any provision hereof may not
       be changed, waived, discharged, or terminated orally, but only by an
       instrument in writing signed by the party (or any predecessor in
       interest thereof) against which enforcement of the same is sought.

              (b)    Descriptive Headings.  The descriptive headings of the
       several paragraphs of this Warrant are inserted for purposes of
       reference only, and shall not affect the meaning or construction of any
       of the provisions hereof.

              (c)    Successors and Assigns.  This Warrant shall be binding
       upon any entity succeeding to the Company by merger, consolidation, or
       acquisition of all or substantially all the Company's assets.





                                      -15-
<PAGE>   18
       IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer on this 9th day of April, 1997.

                                      SOURCE MEDIA, INC.


                                      By: /s/ MICHAEL G. PATE                   
                                         ---------------------------------------
                                         Michael G. Pate,
                                         Chief Financial Officer
                                           and Treasurer

<PAGE>   19
                           FORM OF EXERCISE AGREEMENT


                                                  Dated: ________________, 19__.

To:

       The undersigned, pursuant to the provisions set forth in the within
Warrant, hereby agrees to purchase ____________________ shares of Common Stock
covered by such Warrant, and makes payment herewith in full therefor at the
price per share provided by such Warrant in the amount of
$____________________.  Please issue a certificate or certificates for such
shares of Common Stock in the name of and pay any cash for any fractional share
to:


                            Name:


                            Signature:
                            Title of Signing Officer or Agent (if
                            any):

       Note:  The above signature should correspond exactly with the name on
              the face of the within Warrant or with the name of the assignee
              appearing in the assignment form.


and, if said number of shares of Common Stock shall not be all the shares
purchasable under the within Warrant, a new Warrant is to be issued in the name
of said undersigned covering the balance of the shares purchasable thereunder
less any fraction of a share paid in cash.
<PAGE>   20
                               FORM OF ASSIGNMENT

       FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
all the rights of the undersigned under the within Warrant, with respect to the
number of shares of Common Stock covered thereby set forth hereinbelow, to:

<TABLE>
<CAPTION>
Name of Assignee                     Address                     No. of Shares
----------------                     -------                     -------------
<S>                                  <C>                         <C>









</TABLE>


, and hereby irrevocably constitutes and appoints _____________________________
as agent and attorney-in-fact to transfer said Warrant on the books of the
within-named corporation, with full power of substitution in the premises.


Dated:  ____________________, 19__.


In the presence of





                                   Name:


                                   Signature:
                                   Title of Signing Officer or Agent (if
                                   any):
                                   Address:


                                   Note:   The above signature should correspond
                                           exactly with the name on the face of
                                           the within Warrant.