Exhibit
      10.4

    


    THIS
      WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      OR
      THE SECURITIES LAWS OF ANY STATE (COLLECTIVELY, THE “ACTS”). NEITHER THIS
      WARRANT NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED
      OR
      OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
      WITH
      RESPECT HERETO UNDER ALL OF THE APPLICABLE ACTS, OR AN OPINION OF COUNSEL
      SATISFACTORY TO EQUITY MEDIA HOLDINGS CORPORATION TO THE EFFECT THAT SUCH
      REGISTRATIONS ARE NOT REQUIRED.

    


    


    WARRANT

    


    to
      Purchase Common Stock of

    


    EQUITY
      MEDIA HOLDINGS CORPORATION

    


    Expiring
      on September 7, 2009

    


    THIS
      IS
      TO CERTIFY THAT, for value received, Luken Communications, LLC, or permitted
      assigns, is entitled to purchase from EQUITY MEDIA HOLDINGS CORPORATION, a
      Delaware corporation (the “Company”), at the Warrant Office designated pursuant
      to Section 2.1, at a purchase price per share of $1.10 (as adjusted pursuant
      to
      the terms of this Warrant, the “Exercise Price”), 8,050,000 shares of duly
      authorized, validly issued, fully paid and nonassessable shares of Common Stock,
      $.0001 par value, of the Company (the “Common Stock”), and is entitled also to
      exercise the other appurtenant rights, powers and privileges hereinafter set
      forth. The number of shares of the Common Stock purchasable hereunder and the
      Exercise Price are subject to adjustment in accordance with Article III hereof.
      This Warrant shall expire at 5:00 p.m., C.S.T., on September 7,
      2009.

     

    Certain
      Terms used in this Warrant are defined in Article IV.

     

    ARTICLE
      I

     

    Exercise
      of Warrant

     

    1.1 Method
      of Exercise.
      This
      Warrant may be exercised as a whole or in part beginning on the date of issuance
      until September 7, 2009, at which time this Warrant shall expire and be of
      no
      further force or effect; provided. To exercise this Warrant, the holder hereof
      or permitted assignees of all rights of the registered owner hereof shall
      deliver to the Company, at the Warrant Office designated in Section 2.1, (a)
      a
      written notice in the form of the Subscription Notice attached as an exhibit
      hereto, stating therein the election of such holder or such permitted assignees
      of the holder to exercise this Warrant, (b) payment in full of the Exercise
      Price (in the manner described below) for all Warrant Shares purchased hereunder
      and (c) this Warrant. Subject to compliance with Section 3.1(a)(vi), this
      Warrant shall be deemed to be exercised on the date of receipt by the Company
      of
      the Subscription Notice, accompanied by payment for the Warrant Shares to be
      purchased and surrender of this Warrant, as aforesaid, and such date is referred
      to herein as the “Exercise Date.” Upon such exercise (subject as aforesaid), the
      Company shall issue and deliver to such holder a certificate for the full number
      of the Warrant Shares purchasable by such holder hereunder. The Person in whose
      name the certificate(s) for Common Stock is to be issued shall be deemed to
      have
      become a holder of record of such Common Stock on the Exercise Date; provided,
      however, that this Warrant may not be exercised and the shares of common stock
      underlying this Warrant (the “Warrant Shares”) shall not be issued to the holder
      unless: 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (a) it
      is
      lawful for the holder to own the Warrant Shares that the holder would own upon
      such exercise of this Warrant, and the exercise of this Warrant and such
      holder’s acquisition of the Warrant Shares do not result in a violation of the
      Communications Act of 1934, as amended, or any ownership rule or regulation
      of
      the Federal Communications Commission (“FCC”); and

     

    (b) if
      the
      issuance of the Warrant Shares would result in any transfer of control of any
      licensee of the FCC, any required prior approval from the FCC for such transfer
      of control shall have been received.

     

    1.2 Fractional
      Shares.
      In lieu
      of any fractional shares of Common Stock which would otherwise be issuable
      upon
      exercise of this Warrant, the Company shall issue a certificate for the next
      higher number of whole shares of Common Stock for any fraction of a share.
      

     

    ARTICLE
      II

     

    Warrant
      Office; Transfer

     

    2.1 Warrant
      Office.
      The
      Company shall maintain an office for certain purposes specified herein (the
      “Warrant Office”), which office shall initially be the Company’s office at #1
      Shackleford Drive, Suite 400 Little Rock, Arkansas 72211, and may subsequently
      be such other office of the Company or of any transfer agent of the Common
      Stock
      in the continental United States of which written notice has previously been
      given to the holder of this Warrant. The Company shall maintain, at the Warrant
      Office, a register for the Warrant in which the Company shall record the name
      and address of the person in whose name this Warrant has been issued, as well
      as
      the name and address of each permitted assignee of the rights of the registered
      owner hereof.

     

    2.2 Ownership
      of Warrant.
      The
      Company may deem and treat the person in whose name this Warrant is registered
      as the holder and owner hereof (notwithstanding any notations of ownership
      or
      writing hereon made by anyone other than the Company) for all purposes and
      shall
      not be affected by any notice to the contrary, until presentation of this
      Warrant for registration of transfer as provided in this Article
      II.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    2.3 Transfer
      of Warrants.
      The
      Company agrees to maintain at the Warrant Office books for the registration
      and
      transfer of this Warrant. This Warrant may be transferred in whole or in part
      only in compliance with the applicable law and the terms of this Section 2.3.
      The holder may not transfer this Warrant or any interest herein (including
      through the grant of participation interests), in whole or in part, if such
      transfer would result in a violation of the Communications Act of 1934, as
      amended, or any ownership rule or regulation of the FCC (it being understood
      that a party not qualified to exercise the Warrant may be qualified as a
      transferee if no violation would result from the transfer of this Warrant
      without exercise). The Company, from time to time, shall register the transfer
      of this Warrant in such books upon surrender of this Warrant at the Warrant
      Office, properly endorsed or accompanied by appropriate instruments of transfer
      and written instructions for transfer satisfactory to the Company. Upon any
      such
      transfer, a new Warrant shall be issued to the transferee, and the surrendered
      Warrant shall be canceled by the Company. The registered holder of this Warrant
      shall pay all taxes and all other expenses and charges payable in connection
      with the transfer of Warrants pursuant to this Section 2.3.

     

    2.4 Registration
      Rights.
      The
      Company agrees to register the Warrant Shares on any registration statement
      filed by the Company pursuant to the terms of the Warrant Purchase Agreement
      of
      even date herewith, of which the Company and the initial holder of this Warrant
      are parties.

     

    2.5 Acknowledgment
      of Rights.
      The
      Company will, at the time of the exercise of this Warrant in accordance with
      the
      terms hereof, upon the request of the registered holder hereof, acknowledge
      in
      writing its continuing obligation to afford to such holder any rights (including
      without limitation, any right to registration of the Warrant Shares) to which
      such holder shall continue to be entitled after such exercise in accordance
      with
      the provisions of this Warrant, provided that if the holder of this Warrant
      shall fail to make any such request, such failure shall not affect the
      continuing obligation of the Company to afford to such holder any such
      rights.

     

    2.6 Expenses
      of Delivery of Warrants.
      Except
      as provided in Section 2.3 above, the Company shall pay all reasonable expenses,
      taxes (other than transfer taxes) and other charges payable in connection with
      the preparation, issuance and delivery of Warrants and related Warrant Shares
      hereunder.

     

    2.7 Compliance
      with Securities Laws.
      The
      holder hereof understands and agrees that the following restrictions and
      limitations shall be applicable to all Warrant Shares and resales or other
      transfers thereof pursuant to the Securities Act:

     

    (a) The
      holder hereof agrees that the Warrant Shares shall not be sold or otherwise
      transferred unless the Warrant Shares are registered under the Securities Act
      and state securities laws or are exempt therefrom.

     

    (b) A
      legend
      in substantially the following form has been or will be placed on the
      certificate(s) evidencing the Warrant Shares:

     

    “The
      shares represented by this certificate have not been registered under the
      Securities Act of 1933, as amended, or the securities laws of any state
      (collectively, the “Acts”). Neither the shares nor any interest therein may be
      offered, sold, transferred, pledged, or otherwise disposed of in the absence
      of
      an effective registration statement with respect to the shares under all of
      the
      applicable Acts, or an opinion of counsel satisfactory to Equity Media Holdings
      Corporation to the effect that such registrations are not required.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    (c) Stop
      transfer instructions have been or will be imposed with respect to the Warrant
      Shares so as to restrict resale or other transfer thereof, subject to this
      Section 2.7.

     

    ARTICLE
      III

     

    Anti-Dilution
      Provisions

     

    3.1 Stock
      Dividends - Split Ups.
      If
      after the date hereof, and subject to the provisions of Section 4.6 below,
      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 of Common Stock issuable on
      exercise of each Warrant shall be increased in proportion to such increase
      in
      outstanding shares of Common Stock.

     

    3.2 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 of Common Stock issuable on exercise of each Warrant shall be
      decreased in proportion to such decrease in outstanding shares of Common
      Stock.

     

    3.3 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.

     

    3.4 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, that the Warrant holder would have received if such
      Warrant holder had exercised his, her or its Warrant(s) 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

        
          

        

      

      
         

      

       

    

    3.5 Notices
      of Changes in Warrant.
      Upon
      every adjustment of the Warrant Price or the number of shares issuable upon
      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 each 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.

     

    3.6 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 or down to the nearest whole number the number of the shares of Common
      Stock to be issued to the Warrant holder.

     

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

     

    ARTICLE
      IV

     

    Miscellaneous

     

    4.1 Entire
      Agreement.
      This
      Warrant, together with the Warrant Purchase Agreement, and that certain Stock
      Purchase Agreement by and among the Company, CASH Services, Inc., Retro
      Programming Services, Inc. and Luken Communications, LLC, dated of even date
      herewith (“RPSI Purchase Agreement”), and the documents referenced herein and
      therein contains the entire agreement between the holder hereof and the Company
      with respect to the Warrant Shares that it can purchase upon exercise hereof
      and
      the related transactions and supersedes all prior arrangements or understanding
      with respect thereto.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

       

    

    (a) Certain
      Rights.
      Upon
      any Seller Trigger Event (as defined in the RPSI Purchase Agreement), the
      Purchaser shall have the right to require the Company to repurchase all, but
      not
      less than all, of the Warrants sold to Purchaser under the Warrant Purchase
      Agreement for a price of $1.5 million. In the event of any repurchase hereunder,
      the party having the right to cause such repurchase shall exercise its rights
      within 15 days of the event or circumstances giving rise to such right by
      written notice to the other party. Such repurchase shall be consummated within
      30 days of such notice. In any repurchase, all Warrants shall be delivered
      to
      the Company by Purchaser free and clear of all liens, mortgages and encumbrances
      of any kind.

     

    4.2 Governing
      Law.
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      United States of America and the State of Delaware, both substantive and
      remedial. Exclusive venue and jurisdiction for any action arising hereunder
      shall lie in the court of competent jurisdiction located in New Castle County,
      Delaware, and the parties specifically agree to submit to such jurisdiction
      and
      waive any objection to such venue.

     

    4.3 Waiver
      and Amendment.
      Any
      term or provision of this Warrant may be waived at any time by the party which
      is entitled to the benefits thereof, and any term or provision of this Warrant
      may be amended or supplemented at any time by agreement of the holder hereof
      and
      the Company, except that any waiver of any term or condition, or any amendment
      or supplementation, of this Warrant must be in writing. A waiver of any breach
      or failure to enforce any of the terms or conditions of this Warrant shall
      not
      in any way affect, limit or waive a party’s rights hereunder at any time to
      enforce strict compliance thereafter with every term or condition of this
      Warrant.

     

    4.4 Illegality.
      In the
      event that any one or more of the provisions contained in this Warrant shall
      be
      determined to be invalid, illegal or unenforceable in any respect for any
      reason, the validity, legality and enforceability of any such provision in
      any
      other respect and the remaining provisions of this Warrant shall not, at the
      election of the party for whom the benefit of the provision exists, be in any
      way impaired.

     

    4.5 Copy
      of Warrant.
      A copy
      of this Warrant shall be filed among the records of the Company.

     

    4.6 Notice.
      Any
      notice or other document required or permitted to be given or delivered to
      the
      holder hereof shall be delivered at, or sent by certified or registered mail
      to
      such holder at, the last address shown on the books of the Company maintained
      at
      the Warrant Office for the registration of this Warrant or at any more recent
      address of which the holder hereof shall have notified the Company in writing.
      Any notice or other document required or permitted to be given or delivered
      to
      the Company, other than such notice or documents required to be delivered to
      the
      Warrant Office, shall be delivered at, or sent by certified or registered mail
      to, the office of the Company at 1 Shackleford Drive, Suite 400, Little Rock,
      AR
      72211 or any other address within the continental United States of America
      as
      shall have been furnished by the Company to the holder of this
      Warrant.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

       

    

    4.7 Limitation
      of Liability; Not Stockholders.
      No
      provision of this Warrant shall be construed as conferring upon the holder
      hereof the right to vote, consent, receive dividends or receive notices other
      than as herein expressly provided in respect of meetings of stockholders for
      the
      election of directors of the Company or any other matter whatsoever as a
      stockholder of the Company. No provision hereof, in the absence of affirmative
      action by the holder hereof to purchase shares of Common Stock, 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 purchase price of any shares of
      Common Stock or as a stockholder of the Company, whether such liability is
      asserted by the Company or by creditors of the Company.

     

    4.8 Exchange,
      Loss, Destruction, etc. of Warrant.
      Upon
      receipt of evidence satisfactory to the Company of the loss, theft, mutilation
      or destruction of this Warrant, and in the case of any such loss, theft or
      destruction upon delivery of a bond of indemnity in such form and amount as
      shall be reasonably satisfactory to the Company, or in the event of such
      mutilation upon surrender and cancellation of this Warrant, the Company will
      make and deliver a new Warrant of like tenor, in lieu of such lost, stolen,
      destroyed or mutilated Warrant; provided,
      however,
      that
      the original recipient of this Warrant shall not be required to provide any
      such
      bond of indemnity and may in lieu thereof provide his agreement of indemnity.
      Any Warrant issued under the provisions of this Section 6.8 in lieu of any
      Warrant alleged to be lost, destroyed or stolen, or in lieu of any mutilated
      Warrant, shall constitute an original contractual obligation on the part of
      the
      Company. This Warrant shall be promptly canceled by the Company upon the
      surrender hereof in connection with any exchange or replacement. The registered
      holder of this Warrant shall pay all taxes (including securities transfer taxes)
      and all other expenses and charges payable in connection with the preparation,
      execution and delivery of Warrants pursuant to this Section 6.8.

     

    4.9 FCC
      Consent.
      In the
      event that any action to be taken under this Warrant would result in a change
      of
      control of any license, permit or other authorization issued by the FCC such
      that the prior consent of the FCC is required for the taking or consummation
      of
      such action under the Communications Act of 1934, as amended, or the rules,
      regulations and policies of the FCC which are then in effect, the obtaining
      of
      such FCC consent shall be a condition for the taking or consummation of such
      action and the Company and the holder shall cooperate and use all commercially
      reasonable efforts to make any required filings with the FCC so as to obtain
      such consent of the FCC prior to the date for taking or consummating any such
      action.

     

    4.10 Headings.
      The
      Article and Section and other headings herein are for convenience only and
      are
      not a part of this Warrant and shall not affect the interpretation
      thereof.

     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be signed in its
      name.

     

      
        	
                Dated:
                  June 24, 2008

              	 	 
	 	 	 
	 	
                EQUITY
                  MEDIA HOLDINGS CORPORATION

              
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Title:

              	 


      

    

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    SUBSCRIPTION
      NOTICE

    


    The
      undersigned, the holder of the foregoing Warrant, hereby elects to exercise
      purchase rights represented by said Warrant for, and to purchase thereunder
      __________ shares of the Common Stock covered by said Warrant and herewith
      makes
      payment in full therefor pursuant to Section 1.1 of such Warrant, and requests
      (a) that certificates for such shares (and any securities or other property
      issuable upon such exercise) be issued in the name of, and delivered to,
      __________________, _____________________ and (b) if such shares shall not
      include all of the shares issuable as provided in said Warrant, that a new
      Warrant of like tenor and date for the balance of the shares issuable thereunder
      be delivered to the undersigned.

     

    Except
      to
      the extent the shares of Common Stock being acquired are registered for public
      resale by the holder, the undersigned represents that (1) the aforesaid shares
      of Common Stock are being acquired for the account of the undersigned for
      investment not with view to, or for resale in connection with, the distribution
      thereof and that the undersigned has no present intention of distributing or
      reselling such shares; (2) the undersigned is aware of the Company’s business
      affairs and financial condition and has acquired sufficient information about
      the Company to reach an informed and knowledgeable decision regarding its
      investment in the Company; (3) the undersigned is experienced in making
      investments of this type and has such knowledge and background in financial
      and
      business matters that the undersigned is capable of evaluating the merits and
      risks of this investment and protecting the undersigned’s own interests; (4) the
      undersigned understands that the shares of Common Stock issuable upon exercise
      of this Warrant have not been registered under the Securities Act of 1933,
      as
      amended (the “Securities Act”), by reason of a specific exemption from the
      registration provisions of the Securities Act, which exemption depends upon,
      among other things, the bona fide nature of the investment intent as expressed
      herein, and, because such securities have not been registered under the
      Securities Act, they must be held indefinitely unless subsequently registered
      under the Securities Act or an exemption from such registration is available;
      (5) the undersigned is aware that the aforesaid shares of Common Stock may
      not
      be sold pursuant to Rule 144 adopted under the Securities Act unless certain
      conditions are met and until the undersigned has held the shares for the number
      of years prescribed by Rule 144, that among the conditions for use of the Rule
      is the availability of current information to the public about the Company,
      and
      the Company has not made such information available and has no present plans
      to
      do so; and (6) the undersigned agrees not to make any disposition of all or
      any
      part of the aforesaid shares of Common Stock unless and until there is then
      in
      effect a registration statement under the Securities Act covering such proposed
      disposition and such disposition is made in accordance with said registration
      statement, or the undersigned has provided the Company with an opinion of
      counsel satisfactory to the Company, stating that such registration is not
      required.

    

      
        	 	 
	 	
                Name:

              
	 	 
	 	 
	 	
                Signature

              
	 	 
	
                Dated:___________________,
                  _____

              	 


      

    

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    ASSIGNMENT

    


    For
      value
      received, _____________________________, hereby sells, assigns and transfers
      unto _______________________________ the within Warrant, together with all
      right, title and interest therein and does hereby irrevocably constitute and
      appoint _______________________ attorney, to transfer said Warrant on the books
      of the Company, with full power of substitution.

    

      
        	 	
                 

              
	 	 
	
                Dated:
                  ___________________, 20__

              	 


      

    

     

    
      
         

      

      
        9