EXHIBIT 10.4

                                                 April 25, 2006




Media & Entertainment Holdings, Inc.
4429 Edmondson Avenue
Dallas, Texas 75205



Lazard Capital Markets LLC
30 Rockefeller Plaza
New York, New York 10112



Ladenburg Thalmann & Co. Inc.
590 Madison Avenue, 34th Floor
New York, New York 10022


               -------------- ------------------------

                Re:            INITIAL PUBLIC OFFERING
               -------------- ------------------------

Gentlemen:


                The undersigned stockholder,  officer and/or director of Media &
Entertainment  Holdings,  Inc.  ("Company"),  in consideration of Lazard Capital
Markets LLC ("Lazard") and Ladenburg Thalmann & Co. Inc.  ("Ladenburg") entering
into a letter of intent  ("Letter of Intent") to  underwrite  an initial  public
offering of the  securities  of the Company  ("IPO")  and  embarking  on the IPO
process,  hereby agrees as follows  (certain  capitalized  terms used herein are
defined in paragraph 11 hereof):


                1.      If the Company solicits  approval of its stockholders of
a Business  Combination,  the  undersigned  will vote all Insider Shares and IPO
Shares  owned by him in  accordance  with the  majority of the votes cast by the
holders of the IPO Shares,  other than  Insiders,  officers and directors of the
Company.

                2.      In the event  that the  Company  fails to  consummate  a
Business Combination within 18 months from the effective date ("Effective Date")
of the  registration  statement  relating  to the IPO (or 24  months  under  the
circumstances  described in the prospectus relating to the IPO), the undersigned
will take all  reasonable  actions  within  his power to cause  the  Company  to
liquidate as soon as reasonably  practicable.  The undersigned hereby waives any
and all right, title, interest or claim of any kind in or to any distribution of
the  Trust  Fund (as  defined  in the  Letter  of  Intent)  as a result  of such
liquidation  with respect to his Insider Shares  ("Claim") and hereby waives any
Claim the  undersigned may have in the future as a result of, or arising out of,
any contracts or agreements with the Company and will not seek recourse  against
the Trust Fund for any reason  whatsoever.  The undersigned  agrees to indemnify
and hold  harmless  the  Company  against any and all loss,  liability,  claims,
damage and expense whatsoever (including,  but not limited to, any and all legal
or other expenses reasonably  incurred in investigating,  preparing or defending
against any litigation,  whether pending or threatened, or any claim whatsoever)
which the  Company  may become  subject as a result of any claim by any  vendor,
prospective  target  business or other  entity that is owed money by the Company
for  services  rendered or  products  sold but only to the extent  necessary  to
ensure that such loss,  liability,  claim, damage or expense does not reduce the
amount in the Trust Fund (as defined in the Letter of Intent).

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Media & Entertainment Holdings, Inc.
Lazard Capital Markets LLC
Ladenburg Thalmann & Co. Inc.
April 25, 2006
Page 5



                3.      In order to  minimize  potential  conflicts  of interest
which may arise from multiple affiliations, the undersigned agrees to present to
the Company for its consideration,  prior to presentation to any other person or
entity,  any suitable  opportunity to acquire an operating  business,  until the
earlier  of the  consummation  by the  Company of a  Business  Combination,  the
liquidation of the Company or until such time as the undersigned ceases to be an
officer  or  director  of the  Company,  subject to any  pre-existing  fiduciary
obligations the undersigned might have.


                4.      The undersigned acknowledges and agrees that the Company
will not consummate any Business  Combination  which involves a company which is
affiliated  with any of the Insiders  unless the Company obtains an opinion from
an  independent  investment  banking firm  reasonably  acceptable  to Lazard and
Ladenburg that the business  combination  is fair to the Company's  stockholders
from a financial perspective.


                5.      Neither the undersigned, any member of the family of the
undersigned,  nor any Affiliate of the  undersigned  will be entitled to receive
and will not accept any compensation for services  rendered to the Company prior
to the consummation of the Business Combination; provided that commencing on the
Effective Date, Transmedia  Corporation  ("Related Party"),  shall be allowed to
charge the Company an allocable  share of Related Party's  overhead,  $7,500 per
month, to compensate it for certain  administrative,  technology and secretarial
services,  as well as the use of certain  limited office space in Dallas,  Texas
that it will provide to the Company.  Related  Party and the  undersigned  shall
also be entitled  to  reimbursement  from the  Company  for their  out-of-pocket
expenses  incurred  in  connection  with  seeking  and  consummating  a Business
Combination.

                6.      Neither the undersigned, any member of the family of the
undersigned,  or any Affiliate of the undersigned will be entitled to receive or
accept a finder's fee or any other  compensation  in the event the  undersigned,
any member of the family of the  undersigned or any Affiliate of the undersigned
originates a Business Combination.

                7.      The  undersigned  will escrow his Insider Shares for the
period   commencing  on  the  Effective  Date  and  ending  one  year  from  the
consummation of a business  combination,  subject to the terms of a Stock Escrow
Agreement  which the Company will enter into with the  undersigned and an escrow
agent acceptable to the Company.


                8.      The   undersigned   agrees  to  be  the  Executive  Vice
President and Secretary of the Company until the earlier of the  consummation by
the Company of a Business  Combination or the  liquidation  of the Company.  The
undersigned's  biographical  information  furnished to the Company,  Lazard, and
Ladenburg and attached hereto as Exhibit A is true and accurate in all respects,
does  not  omit any  material  information  with  respect  to the  undersigned's
background and contains all of the information required to be disclosed pursuant
to Section 401 of Regulation S-K,  promulgated under the Securities Act of 1933.
The undersigned's  Questionnaire furnished to the Company, Lazard, and Ladenburg
and  annexed  as  Exhibit B hereto is true and  accurate  in all  respects.  The
undersigned represents and warrants that:


                                       2
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Media & Entertainment Holdings, Inc.
Lazard Capital Markets LLC
Ladenburg Thalmann & Co. Inc.
April 25, 2006
Page 3



                (a)     he is not subject to or a respondent in any legal action
for, any injunction, cease-and-desist order or order or stipulation to desist or
refrain from any act or practice  relating to the offering of  securities in any
jurisdiction;

                (b)     he has never been  convicted of or pleaded guilty to any
crime (i) involving any fraud or (ii) relating to any financial  transaction  or
handling of funds of another person,  or (iii) pertaining to any dealings in any
securities and he is not currently a defendant in any such criminal  proceeding;
and

                (c)     he has never been suspended or expelled from  membership
in any securities or commodities  exchange or association or had a securities or
commodities license or registration denied, suspended or revoked.

                9.      The  undersigned  has  full  right  and  power,  without
violating  any  agreement  by  which he is  bound,  to enter  into  this  letter
agreement and to serve as Executive  Vice President and Secretary of the Company
of the Company.


                10.     The  undersigned  authorizes  any  employer,   financial
institution,  or  consumer  credit  reporting  agency to  release  to Lazard and
Ladenburg and its legal  representatives  or agents (including any investigative
search firm  retained by Lazard and  Ladenburg)  any  information  they may have
about the undersigned's background and finances ("Information"),  purely for the
purposes  of the  Company's  IPO (and  shall  thereafter  hold such  information
confidential).  Neither Lazard,  Ladenburg nor its agents shall be violating the
undersigned's  right of privacy in any manner in  requesting  and  obtaining the
Information  and the  undersigned  hereby  releases them from  liability for any
damage whatsoever in that connection.


                11.     As used herein, (i) a "Business  Combination" shall mean
an acquisition by merger,  capital stock exchange,  asset or stock  acquisition,
reorganization or otherwise,  of an operating  business selected by the Company;
(ii)  "Insiders"  shall mean all officers and directors who are  stockholders of
the Company  immediately prior to the IPO; (iii) "Insider Shares" shall mean all
of the shares of Common  Stock of the Company  owned by an Insider  prior to the
IPO; and (iv) "IPO  Shares"  shall mean the shares of Common Stock issued in the
Company's IPO.

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Media & Entertainment Holdings, Inc.
Lazard Capital Markets LLC
Ladenburg Thalmann & Co. Inc.
April 25, 2006
Page 4



                12.     The  undersigned  hereby  waives  his right to  exercise
conversion  rights with respect to any Insider Shares and/or IPO Shares owned by
the  undersigned,  directly  or  indirectly,  and  agrees  that he will not seek
conversion  with respect to such Insider  Shares and/or IPO Shares in connection
with any vote to approve a Business  Combination  (as is more fully described in
the Company's Prospectus relating to its IPO).



                                                   /s/ Bruce Maggin
                                                   ----------------
                                                   Bruce Maggin

                                       4
<PAGE>



Media & Entertainment Holdings, Inc.
Lazard Capital Markets LLC
Ladenburg Thalmann & Co. Inc.
April 25, 2006
Page 5



                                    EXHIBIT A

BRUCE MAGGIN has been our Executive Vice President and Secretary of our company
since August 2005, and served as a director of our company from August 2005 to
April 2006. Mr. Maggin currently serves as the Vice President, Secretary and a
Managing Member of The H.A.M Media Group, LLC, an international investment and
advisory firm specializing in the entertainment and communications industries,
which he co-founded in 1997. From February 1999 to November 2002, Mr. Maggin was
also Chief Executive Officer of "at TV Media," a joint venture of NBC, Gemstar
International, and Thomson Multimedia. Mr. Maggin has served on the Boards of
Directors of Phillips-Van Heusen Corporation, since June 1987 (where he has also
served as the Audit Committee Chairman since June 1997), Central European Media
Enterprises Ltd., since September 2002 (where he has also served as the
Compensation Committee Chairman since February 2003), each of which is a
publicly-traded company, and on the Board of Advisors of JumpTV Inc., since
March 2006. He also served on the Board of Directors of In-Store Advertising,
Inc., a publicly-traded company, from December 1989 to December 1993. Prior to
forming the H.A.M. Media Group, Mr. Maggin served in a variety of positions at
Capital Cities/ABC. From 1993 to 1996, he was responsible for directing the
company's activities in the digital world including the production of content
for video games, the internet, and video on demand. From 1986 to 1993, Mr.
Maggin served as Executive Vice President of the Development/Operations division
of Capital Cities/ABC Video Enterprises, where he oversaw all of the company's
start-up and venture business activities. Prior to such time, Mr. Maggin served
as a merger and acquisition consultant for CFC, a unit of The Irving Trust
Company, and as Vice President of Ziff Corporation, the parent company of
Ziff-Davis Publishing and Broadcasting. Mr. Maggin also served on the Boards of
Directors of the Lifetime Television Network from 1983 to 1995, of ESPN from
1984 to 1996, of Newstar Media (formerly Dove Entertainment) from 1997 to
December 2000 and of Avalon Digital Marketing Systems (formerly Mindarrow
Systems) from August 2001 to April 2003.


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