NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.

                          COMMON STOCK PURCHASE WARRANT

               To Purchase __________ Shares of Common Stock of

                          TNX Television Holdings, Inc.

            THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that,
for value received, _____________ (the "Holder"), is entitled, upon the terms
and subject to the limitations on exercise and the conditions hereinafter set
forth, at any time on or after the date hereof (the "Initial Exercise Date") and
on or prior to the close of business on the three year anniversary of the
Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe
for and purchase from TNX Television Holdings, Inc., a Delaware corporation (the
"Company"), up to ______ shares (the "Warrant Shares") of Common Stock, par
value $0.001 per share, of the Company (the "Common Stock"). The purchase price
of one share of Common Stock under this Warrant shall be equal to the Exercise
Price, as defined in Section 2(b).

      Section 1. Definitions. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in that certain Securities Purchase
Agreement (the "Purchase Agreement"), dated April 6, 2005, among the Company and
the purchasers signatory thereto.

      Section 2. Exercise.

            a) Exercise of Warrant. Exercise of the purchase rights represented
      by this Warrant may be made, in whole or in part, at any time or times on
      or after the Initial Exercise Date and on or before the Termination Date
      by delivery to the Company of a duly executed facsimile copy of the Notice
      of Exercise Form annexed hereto (or such other office or agency of the
      Company as it may designate by notice in writing to the registered Holder
      at the address of such Holder appearing on the books of the Company);
      provided, however, within 5 Trading Days of the date said Notice of
      Exercise is delivered to the Company, the Holder shall have surrendered
      this Warrant to the Company and the Company shall have received payment of
      the aggregate Exercise Price of the shares thereby purchased by wire
      transfer or cashier's check drawn on a United States bank.


                                       1
<PAGE>

            b) Exercise Price. The exercise price of the Common Stock under this
      Warrant shall be $0.30, subject to adjustment hereunder (the "Exercise
      Price").

            c) Cashless Exercise. If at any time after one year from the date of
      issuance of this Warrant there is no effective Registration Statement
      registering, or no current prospectus available for, the resale of the
      Warrant Shares by the Holder, then this Warrant may also be exercised at
      such time by means of a "cashless exercise" in which the Holder shall be
      entitled to receive a certificate for the number of Warrant Shares equal
      to the quotient obtained by dividing [(A-B) (X)] by (A), where:

            (A) = the VWAP on the Trading Day immediately preceding the date of
                  such election;

            (B) = the Exercise Price of this Warrant, as adjusted; and

            (X) = the number of Warrant Shares issuable upon exercise of this
                  Warrant in accordance with the terms of this Warrant by means
                  of a cash exercise rather than a cashless exercise.

            Notwithstanding anything herein to the contrary, on the Termination
      Date, this Warrant shall be automatically exercised via cashless exercise
      pursuant to this Section 2(c).

            d) Exercise Limitations; Holder's Restrictions. The Holder shall not
      have the right to exercise any portion of this Warrant, pursuant to
      Section 2(c) or otherwise, to the extent that after giving effect to such
      issuance after exercise, the Holder (together with the Holder's
      affiliates), as set forth on the applicable Notice of Exercise, would
      beneficially own in excess of 4.99% of the number of shares of the Common
      Stock outstanding immediately after giving effect to such issuance. For
      purposes of the foregoing sentence, the number of shares of Common Stock
      beneficially owned by the Holder and its affiliates shall include the
      number of shares of Common Stock issuable upon exercise of this Warrant
      with respect to which the determination of such sentence is being made,
      but shall exclude the number of shares of Common Stock which would be
      issuable upon (A) exercise of the remaining, nonexercised portion of this
      Warrant beneficially owned by the Holder or any of its affiliates and (B)
      exercise or conversion of the unexercised or nonconverted portion of any
      other securities of the Company (including, without limitation, any other
      Debentures or Warrants) subject to a limitation on conversion or exercise
      analogous to the limitation contained herein beneficially owned by the
      Holder or any of its affiliates. Except as set forth in the preceding
      sentence, for purposes of this Section 2(d), beneficial ownership shall be
      calculated in accordance with Section 13(d) of the Exchange Act, it being


                                       2
<PAGE>

      acknowledged by Holder that the Company is not representing to Holder that
      such calculation is in compliance with Section 13(d) of the Exchange Act
      and Holder is solely responsible for any schedules required to be filed in
      accordance therewith. To the extent that the limitation contained in this
      Section 2(d) applies, the determination of whether this Warrant is
      exercisable (in relation to other securities owned by the Holder) and of
      which a portion of this Warrant is exercisable shall be in the sole
      discretion of such Holder, and the submission of a Notice of Exercise
      shall be deemed to be such Holder's determination of whether this Warrant
      is exercisable (in relation to other securities owned by such Holder) and
      of which portion of this Warrant is exercisable, in each case subject to
      such aggregate percentage limitation, and the Company shall have no
      obligation to verify or confirm the accuracy of such determination. For
      purposes of this Section 2(d), in determining the number of outstanding
      shares of Common Stock, the Holder may rely on the number of outstanding
      shares of Common Stock as reflected in (x) the Company's most recent Form
      10-Q or Form 10-K, as the case may be, (y) a more recent public
      announcement by the Company or (z) any other notice by the Company or the
      Company's Transfer Agent setting forth the number of shares of Common
      Stock outstanding. Upon the written or oral request of the Holder, the
      Company shall within two Trading Days confirm orally and in writing to the
      Holder the number of shares of Common Stock then outstanding. In any case,
      the number of outstanding shares of Common Stock shall be determined after
      giving effect to the conversion or exercise of securities of the Company,
      including this Warrant, by the Holder or its affiliates since the date as
      of which such number of outstanding shares of Common Stock was reported.
      The provisions of this Section 2(d) may be waived by the Holder, at the
      election of the Holder, upon not less than 61 days' prior notice to the
      Company, and the provisions of this Section 2(d) shall continue to apply
      until such 61st day (or such later date, as determined by the Holder, as
      may be specified in such notice of waiver).

            e) Mechanics of Exercise.

                  i. Authorization of Warrant Shares. The Company covenants that
            all Warrant Shares which may be issued upon the exercise of the
            purchase rights represented by this Warrant will, upon exercise of
            the purchase rights represented by this Warrant, be duly authorized,
            validly issued, fully paid and nonassessable and free from all
            taxes, liens and charges in respect of the issue thereof (other than
            taxes in respect of any transfer occurring contemporaneously with
            such issue).

                  ii. Delivery of Certificates Upon Exercise. Certificates for
            shares purchased hereunder shall be transmitted by the transfer
            agent of the Company to the Holder by crediting the account of the
            Holder's prime broker with the Depository Trust Company through its
            Deposit Withdrawal Agent Commission ("DWAC") system if the Company
            is a participant in such system, and otherwise by physical delivery
            to the address specified by the Holder in the Notice of Exercise
            within 3 Trading Days from the delivery to the Company of the Notice
            of Exercise Form, surrender of this Warrant and payment of the
            aggregate Exercise Price as set forth above ("Warrant Share Delivery
            Date"). This Warrant shall be deemed to have been exercised on the
            date the Exercise Price is received by the Company. The Warrant


                                       3
<PAGE>

            Shares shall be deemed to have been issued, and Holder or any other
            person so designated to be named therein shall be deemed to have
            become a holder of record of such shares for all purposes, as of the
            date the Warrant has been exercised by payment to the Company of the
            Exercise Price and all taxes required to be paid by the Holder, if
            any, pursuant to Section 2(e)(vii) prior to the issuance of such
            shares, have been paid.

                  iii. Delivery of New Warrants Upon Exercise. If this Warrant
            shall have been exercised in part, the Company shall, at the time of
            delivery of the certificate or certificates representing Warrant
            Shares, deliver to Holder a new Warrant evidencing the rights of
            Holder to purchase the unpurchased Warrant Shares called for by this
            Warrant, which new Warrant shall in all other respects be identical
            with this Warrant.

                  iv. Rescission Rights. If the Company fails to cause its
            transfer agent to transmit to the Holder a certificate or
            certificates representing the Warrant Shares pursuant to this
            Section 2(e)(iv) by the Warrant Share Delivery Date, then the Holder
            will have the right to rescind such exercise.

                  v. Compensation for Buy-In on Failure to Timely Deliver
            Certificates Upon Exercise. In addition to any other rights
            available to the Holder, if the Company fails to cause its transfer
            agent to transmit to the Holder a certificate or certificates
            representing the Warrant Shares pursuant to an exercise on or before
            the Warrant Share Delivery Date, and if after such date the Holder
            is required by its broker to purchase (in an open market transaction
            or otherwise) shares of Common Stock to deliver in satisfaction of a
            sale by the Holder of the Warrant Shares which the Holder
            anticipated receiving upon such exercise (a "Buy-In"), then the
            Company shall (1) pay in cash to the Holder the amount by which (x)
            the Holder's total purchase price (including brokerage commissions,
            if any) for the shares of Common Stock so purchased exceeds (y) the
            amount obtained by multiplying (A) the number of Warrant Shares that
            the Company was required to deliver to the Holder in connection with
            the exercise at issue times (B) the price at which the sell order
            giving rise to such purchase obligation was executed, and (2) at the
            option of the Holder, either reinstate the portion of the Warrant
            and equivalent number of Warrant Shares for which such exercise was
            not honored or deliver to the Holder the number of shares of Common
            Stock that would have been issued had the Company timely complied
            with its exercise and delivery obligations hereunder. For example,
            if the Holder purchases Common Stock having a total purchase price
            of $11,000 to cover a Buy-In with respect to an attempted exercise
            of shares of Common Stock with an aggregate sale price giving rise
            to such purchase obligation of $10,000, under clause (1) of the
            immediately preceding sentence the Company shall be required to pay
            the Holder $1,000. The Holder shall provide the Company written
            notice indicating the amounts payable to the Holder in respect of


                                       4
<PAGE>

            the Buy-In, together with applicable confirmations and other
            evidence reasonably requested by the Company. Nothing herein shall
            limit a Holder's right to pursue any other remedies available to it
            hereunder, at law or in equity including, without limitation, a
            decree of specific performance and/or injunctive relief with respect
            to the Company's failure to timely deliver certificates representing
            shares of Common Stock upon exercise of the Warrant as required
            pursuant to the terms hereof.

                  vi. No Fractional Shares or Scrip. No fractional shares or
            scrip representing fractional shares shall be issued upon the
            exercise of this Warrant. As to any fraction of a share which Holder
            would otherwise be entitled to purchase upon such exercise, the
            Company shall pay a cash adjustment in respect of such final
            fraction in an amount equal to such fraction multiplied by the
            Exercise Price.

                  vii. Charges, Taxes and Expenses. Issuance of certificates for
            Warrant Shares shall be made without charge to the Holder for any
            issue or transfer tax or other incidental expense in respect of the
            issuance of such certificate, all of which taxes and expenses shall
            be paid by the Company, and such certificates shall be issued in the
            name of the Holder or in such name or names as may be directed by
            the Holder; provided, however, that in the event certificates for
            Warrant Shares are to be issued in a name other than the name of the
            Holder, this Warrant when surrendered for exercise shall be
            accompanied by the Assignment Form attached hereto duly executed by
            the Holder; and the Company may require, as a condition thereto, the
            payment of a sum sufficient to reimburse it for any transfer tax
            incidental thereto.

                  viii. Closing of Books. The Company will not close its
            stockholder books or records in any manner which prevents the timely
            exercise of this Warrant, pursuant to the terms hereof.

            f) Call Provision. Subject to the provisions of Section 2(d) and
      this Section 2(f), if after the later of the Shareholder Approval Date and
      the Effective Date the VWAP for each of 30 consecutive Trading Days (the
      "Measurement Period", which period shall not have commenced until after
      the Effective Date) exceeds $1.00 (subject to adjustment for forward and
      reverse stock splits, recapitalizations, stock dividends and the like
      after the Initial Exercise Date) (the "Threshold Price"), then the Company
      may, within five Trading Days of the end of such period, call for
      cancellation of all or any portion of this Warrant for which a Notice of
      Exercise has not yet been delivered (such right, a "Call"). To exercise
      this right, the Company must deliver to the Holder an irrevocable written
      notice (a "Call Notice"), indicating therein the portion of unexercised
      portion of this Warrant to which such notice applies. If the conditions
      set forth below for such Call are satisfied from the period from the date
      of the Call Notice through and including the Call Date (as defined below),
      then any portion of this Warrant subject to such Call Notice for which a
      Notice of Exercise shall not have been received by the Call Date will be


                                       5
<PAGE>

      cancelled at 6:30 p.m. (New York City time) on the tenth Trading Day after
      the date the Call Notice is received by the Holder (such date, the "Call
      Date"). Any unexercised portion of this Warrant to which the Call Notice
      does not pertain will be unaffected by such Call Notice. In furtherance
      thereof, the Company covenants and agrees that it will honor all Notices
      of Exercise with respect to Warrant Shares subject to a Call Notice that
      are tendered through 6:30 p.m. (New York City time) on the Call Date. The
      parties agree that any Notice of Exercise delivered following a Call
      Notice shall first reduce to zero the number of Warrant Shares subject to
      such Call Notice prior to reducing the remaining Warrant Shares available
      for purchase under this Warrant. For example, if (x) this Warrant then
      permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice
      pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City
      time) on the Call Date the Holder tenders a Notice of Exercise in respect
      of 50 Warrant Shares, then (1) on the Call Date the right under this
      Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2)
      the Company, in the time and manner required under this Warrant, will have
      issued and delivered to the Holder 50 Warrant Shares in respect of the
      exercises following receipt of the Call Notice, and (3) the Holder may,
      until the Termination Date, exercise this Warrant for 25 Warrant Shares
      (subject to adjustment as herein provided and subject to subsequent Call
      Notices). Subject again to the provisions of this Section 2(f), the
      Company may deliver subsequent Call Notices for any portion of this
      Warrant for which the Holder shall not have delivered a Notice of
      Exercise. Notwithstanding anything to the contrary set forth in this
      Warrant, the Company may not deliver a Call Notice or require the
      cancellation of this Warrant (and any Call Notice will be void), unless,
      from the beginning of the 30th consecutive Trading Days used to determine
      whether the Common Stock has achieved the Threshold Price through the Call
      Date, (i) the Company shall have honored in accordance with the terms of
      this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City
      time) on the Call Date, (ii) the Registration Statement shall be effective
      as to all Warrant Shares and the prospectus thereunder available for use
      by the Holder for the resale of all such Warrant Shares and (iii) the
      Common Stock shall be listed or quoted for trading on the Trading Market.
      The Company's right to Call the Warrant shall be exercised ratably among
      the Holders based on each Holder's initial purchase of Common Stock
      pursuant to the Purchase Agreement.

      Section 3. Certain Adjustments.

            a) Stock Dividends and Splits. If the Company, at any time while
      this Warrant is outstanding: (A) pays a stock dividend or otherwise make a
      distribution or distributions on shares of its Common Stock or any other
      equity or equity equivalent securities payable in shares of Common Stock
      (which, for avoidance of doubt, shall not include any shares of Common
      Stock issued by the Company pursuant to this Warrant), (B) subdivides
      outstanding shares of Common Stock into a larger number of shares, (C)
      combines (including by way of reverse stock split) outstanding shares of
      Common Stock into a smaller number of shares, or (D) issues by
      reclassification of shares of the Common Stock any shares of capital stock
      of the Company, then in each case the Exercise Price shall be multiplied
      by a fraction of which the numerator shall be the number of shares of
      Common Stock (excluding treasury shares, if any) outstanding immediately
      before such event and of which the denominator shall be the number of
      shares of Common Stock outstanding immediately after such event and the


                                       6
<PAGE>

      number of shares issuable upon exercise of this Warrant shall be
      proportionately adjusted. Any adjustment made pursuant to this Section
      3(a) shall become effective immediately after the record date for the
      determination of stockholders entitled to receive such dividend or
      distribution and shall become effective immediately after the effective
      date in the case of a subdivision, combination or re-classification.

            b) Subsequent Equity Sales. If the Company or any Subsidiary
      thereof, as applicable, at any time while this Warrant is outstanding,
      shall offer, sell, grant any option to purchase or offer, sell or grant
      any right to reprice its securities, or otherwise dispose of or issue (or
      announce any offer, sale, grant or any option to purchase or other
      disposition) any Common Stock or Common Stock Equivalents entitling any
      Person to acquire shares of Common Stock, at an effective price per share
      less than the then Exercise Price (such lower price, the "Base Share
      Price" and such issuances collectively, a "Dilutive Issuance"), as
      adjusted hereunder (if the holder of the Common Stock or Common Stock
      Equivalents so issued shall at any time, whether by operation of purchase
      price adjustments, reset provisions, floating conversion, exercise or
      exchange prices or otherwise, or due to warrants, options or rights per
      share which is issued in connection with such issuance, be entitled to
      receive shares of Common Stock at an effective price per share which is
      less than the Exercise Price, such issuance shall be deemed to have
      occurred for less than the Exercise Price), then, the Exercise Price shall
      be reduced to equal the Base Share Price and the number of Warrant Shares
      issuable hereunder shall be increased such that the aggregate Exercise
      Price payable hereunder, after taking into account the decrease in the
      Exercise Price, shall be equal to the aggregate Exercise Price prior to
      such adjustment. Such adjustment shall be made whenever such Common Stock
      or Common Stock Equivalents are issued. The Company shall notify the
      Holder in writing, no later than the Trading Day following the issuance of
      any Common Stock or Common Stock Equivalents subject to this section,
      indicating therein the applicable issuance price, or of applicable reset
      price, exchange price, conversion price and other pricing terms (such
      notice the "Dilutive Issuance Notice"). For purposes of clarification,
      whether or not the Company provides a Dilutive Issuance Notice pursuant to
      this Section 3(b), upon the occurrence of any Dilutive Issuance, after the
      date of such Dilutive Issuance the Holder is entitled to receive a number
      of Warrant Shares based upon the Base Share Price regardless of whether
      the Holder accurately refers to the Base Share Price in the Notice of
      Exercise.

            c) Pro Rata Distributions. If the Company, at any time prior to the
      Termination Date, shall distribute to all holders of Common Stock (and not
      to Holders of the Warrants) evidences of its indebtedness or assets
      (including cash and cash dividends) or rights or warrants to subscribe for
      or purchase any security other than the Common Stock (which shall be
      subject to Section 3(b)), then in each such case the Exercise Price shall
      be adjusted by multiplying the Exercise Price in effect immediately prior
      to the record date fixed for determination of stockholders entitled to
      receive such distribution by a fraction of which the denominator shall be
      the VWAP determined as of the record date mentioned above, and of which
      the numerator shall be such VWAP on such record date less the then per
      share fair market value at such record date of the portion of such assets
      or evidence of indebtedness so distributed applicable to one outstanding
      share of the Common Stock as determined by the Board of Directors in good
      faith. In either case the adjustments shall be described in a statement


                                       7
<PAGE>

      provided to the Holder of the portion of assets or evidences of
      indebtedness so distributed or such subscription rights applicable to one
      share of Common Stock. Such adjustment shall be made whenever any such
      distribution is made and shall become effective immediately after the
      record date mentioned above.

            d) Fundamental Transaction. If, at any time while this Warrant is
      outstanding, (A) the Company effects any merger or consolidation of the
      Company with or into another Person, (B) the Company effects any sale of
      all or substantially all of its assets in one or a series of related
      transactions, (C) any tender offer or exchange offer (whether by the
      Company or another Person) is completed pursuant to which holders of
      Common Stock are permitted to tender or exchange their shares for other
      securities, cash or property, or (D) the Company effects any
      reclassification of the Common Stock or any compulsory share exchange
      pursuant to which the Common Stock is effectively converted into or
      exchanged for other securities, cash or property (in any such case, a
      "Fundamental Transaction"), then, upon any subsequent exercise of this
      Warrant, the Holder shall have the right to receive, for each Warrant
      Share that would have been issuable upon such exercise immediately prior
      to the occurrence of such Fundamental Transaction, at the option of the
      Holder, (a) upon exercise of this Warrant, the number of shares of Common
      Stock of the successor or acquiring corporation or of the Company, if it
      is the surviving corporation, and Alternate Consideration receivable upon
      or as a result of such reorganization, reclassification, merger,
      consolidation or disposition of assets by a Holder of the number of shares
      of Common Stock for which this Warrant is exercisable immediately prior to
      such event or (b) if the Company is acquired in an all cash transaction,
      cash equal to the value of this Warrant as determined in accordance with
      the Black-Scholes option pricing formula (the "Alternate Consideration").
      For purposes of any such exercise, the determination of the Exercise Price
      shall be appropriately adjusted to apply to such Alternate Consideration
      based on the amount of Alternate Consideration issuable in respect of one
      share of Common Stock in such Fundamental Transaction, and the Company
      shall apportion the Exercise Price among the Alternate Consideration in a
      reasonable manner reflecting the relative value of any different
      components of the Alternate Consideration. If holders of Common Stock are
      given any choice as to the securities, cash or property to be received in
      a Fundamental Transaction, then the Holder shall be given the same choice
      as to the Alternate Consideration it receives upon any exercise of this
      Warrant following such Fundamental Transaction. To the extent necessary to
      effectuate the foregoing provisions, any successor to the Company or
      surviving entity in such Fundamental Transaction shall issue to the Holder
      a new warrant consistent with the foregoing provisions and evidencing the
      Holder's right to exercise such warrant into Alternate Consideration. The
      terms of any agreement pursuant to which a Fundamental Transaction is
      effected shall include terms requiring any such successor or surviving
      entity to comply with the provisions of this Section 3(d) and insuring
      that this Warrant (or any such replacement security) will be similarly
      adjusted upon any subsequent transaction analogous to a Fundamental
      Transaction.

            e) Exempt Issuance. Notwithstanding the foregoing, no adjustments,
      Alternate Consideration nor notices shall be made, paid or issued under
      this Section 3 in respect of an Exempt Issuance.


                                       8
<PAGE>

            f) Calculations. All calculations under this Section 3 shall be made
      to the nearest cent or the nearest 1/100th of a share, as the case may be.
      For purposes of this Section 3, the number of shares of Common Stock
      deemed to be issued and outstanding as of a given date shall be the sum of
      the number of shares of Common Stock (excluding treasury shares, if any)
      issued and outstanding.

            g) Voluntary Adjustment By Company. The Company may at any time
      during the term of this Warrant reduce the then current Exercise Price to
      any amount and for any period of time deemed appropriate by the Board of
      Directors of the Company.

            h) Notice to Holders.

                  i. Adjustment to Exercise Price. Whenever the Exercise Price
            is adjusted pursuant to this Section 3, the Company shall promptly
            mail to each Holder a notice setting forth the Exercise Price after
            such adjustment and setting forth a brief statement of the facts
            requiring such adjustment. If the Company issues a variable rate
            security, despite the prohibition thereon in the Purchase Agreement,
            the Company shall be deemed to have issued Common Stock or Common
            Stock Equivalents at the lowest possible conversion or exercise
            price at which such securities may be converted or exercised in the
            case of a Variable Rate Transaction (as defined in the Purchase
            Agreement), or the lowest possible adjustment price in the case of
            an MFN Transaction (as defined in the Purchase Agreement.

                  ii. Notice to Allow Exercise by Holder. If (A) the Company
            shall declare a dividend (or any other distribution) on the Common
            Stock; (B) the Company shall declare a special nonrecurring cash
            dividend on or a redemption of the Common Stock; (C) the Company
            shall authorize the granting to all holders of the Common Stock
            rights or warrants to subscribe for or purchase any shares of
            capital stock of any class or of any rights; (D) the approval of any
            stockholders of the Company shall be required in connection with any
            reclassification of the Common Stock, any consolidation or merger to
            which the Company is a party, any sale or transfer of all or
            substantially all of the assets of the Company, of any compulsory
            share exchange whereby the Common Stock is converted into other
            securities, cash or property; (E) the Company shall authorize the
            voluntary or involuntary dissolution, liquidation or winding up of
            the affairs of the Company; then, in each case, the Company shall
            cause to be mailed to the Holder at its last address as it shall
            appear upon the Warrant Register of the Company, at least 20
            calendar days prior to the applicable record or effective date
            hereinafter specified, a notice stating (x) the date on which a
            record is to be taken for the purpose of such dividend,
            distribution, redemption, rights or warrants, or if a record is not
            to be taken, the date as of which the holders of the Common Stock of
            record to be entitled to such dividend, distributions, redemption,
            rights or warrants are to be determined or (y) the date on which


                                       9
<PAGE>

            such reclassification, consolidation, merger, sale, transfer or
            share exchange is expected to become effective or close, and the
            date as of which it is expected that holders of the Common Stock of
            record shall be entitled to exchange their shares of the Common
            Stock for securities, cash or other property deliverable upon such
            reclassification, consolidation, merger, sale, transfer or share
            exchange; provided, that the failure to mail such notice or any
            defect therein or in the mailing thereof shall not affect the
            validity of the corporate action required to be specified in such
            notice. The Holder is entitled to exercise this Warrant (or any part
            hereof) during the 20-day period commencing on the date of such
            notice to the effective date of the event triggering such notice.

      Section 4. Transfer of Warrant.

            a) Transferability. Subject to compliance with any applicable
      securities laws and the conditions set forth in Sections 5(a) and 4(d)
      hereof and to the provisions of Section 4.1 of the Purchase Agreement,
      this Warrant and all rights hereunder are transferable, in whole or in
      part, upon surrender of this Warrant at the principal office of the
      Company, together with a written assignment of this Warrant substantially
      in the form attached hereto duly executed by the Holder or its agent or
      attorney and funds sufficient to pay any transfer taxes payable upon the
      making of such transfer. Upon such surrender and, if required, such
      payment, the Company shall execute and deliver a new Warrant or Warrants
      in the name of the assignee or assignees and in the denomination or
      denominations specified in such instrument of assignment, and shall issue
      to the assignor a new Warrant evidencing the portion of this Warrant not
      so assigned, and this Warrant shall promptly be cancelled. A Warrant, if
      properly assigned, may be exercised by a new holder for the purchase of
      Warrant Shares without having a new Warrant issued.

            b) New Warrants. This Warrant may be divided or combined with other
      Warrants upon presentation hereof at the aforesaid office of the Company,
      together with a written notice specifying the names and denominations in
      which new Warrants are to be issued, signed by the Holder or its agent or
      attorney. Subject to compliance with Section 4(a), as to any transfer
      which may be involved in such division or combination, the Company shall
      execute and deliver a new Warrant or Warrants in exchange for the Warrant
      or Warrants to be divided or combined in accordance with such notice.

            c) Warrant Register. The Company shall register this Warrant, upon
      records to be maintained by the Company for that purpose (the "Warrant
      Register"), in the name of the record Holder hereof from time to time. The
      Company may deem and treat the registered Holder of this Warrant as the
      absolute owner hereof for the purpose of any exercise hereof or any
      distribution to the Holder, and for all other purposes, absent actual
      notice to the contrary.

            d) Transfer Restrictions. If, at the time of the surrender of this
      Warrant in connection with any transfer of this Warrant, the transfer of
      this Warrant shall not be registered pursuant to an effective registration
      statement under the Securities Act and under applicable state securities
      or blue sky laws, the Company may require, as a condition of allowing such


                                       10
<PAGE>

      transfer (i) that the Holder or transferee of this Warrant, as the case
      may be, furnish to the Company a written opinion of counsel (which opinion
      shall be in form, substance and scope customary for opinions of counsel in
      comparable transactions) to the effect that such transfer may be made
      without registration under the Securities Act and under applicable state
      securities or blue sky laws, (ii) that the holder or transferee execute
      and deliver to the Company an investment letter in form and substance
      acceptable to the Company and (iii) that the transferee be an "accredited
      investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8)
      promulgated under the Securities Act or a qualified institutional buyer as
      defined in Rule 144A(a) under the Securities Act.

      Section 5. Miscellaneous.

            a) Title to Warrant. Prior to the Termination Date and subject to
      compliance with applicable laws and Section 4 of this Warrant, this
      Warrant and all rights hereunder are transferable, in whole or in part, at
      the office or agency of the Company by the Holder in person or by duly
      authorized attorney, upon surrender of this Warrant together with the
      Assignment Form annexed hereto properly endorsed. The transferee shall
      sign an investment letter in form and substance reasonably satisfactory to
      the Company.

            b) No Rights as Shareholder Until Exercise. This Warrant does not
      entitle the Holder to any voting rights or other rights as a shareholder
      of the Company prior to the exercise hereof. Upon the surrender of this
      Warrant and the payment of the aggregate Exercise Price (or by means of a
      cashless exercise), the Warrant Shares so purchased shall be and be deemed
      to be issued to such Holder as the record owner of such shares as of the
      close of business on the later of the date of such surrender or payment.

            c) Loss, Theft, Destruction or Mutilation of Warrant. The Company
      covenants that upon receipt by the Company of evidence reasonably
      satisfactory to it of the loss, theft, destruction or mutilation of this
      Warrant or any stock certificate relating to the Warrant Shares, and in
      case of loss, theft or destruction, of indemnity or security reasonably
      satisfactory to it (which, in the case of the Warrant, shall not include
      the posting of any bond), and upon surrender and cancellation of such
      Warrant or stock certificate, if mutilated, the Company will make and
      deliver a new Warrant or stock certificate of like tenor and dated as of
      such cancellation, in lieu of such Warrant or stock certificate.

            d) Saturdays, Sundays, Holidays, etc. If the last or appointed day
      for the taking of any action or the expiration of any right required or
      granted herein shall be a Saturday, Sunday or a legal holiday, then such
      action may be taken or such right may be exercised on the next succeeding
      day not a Saturday, Sunday or legal holiday.

            e) Authorized Shares.

                  At any time after the Shareholder Approval Date, the Company
            covenants that during the period the Warrant is outstanding, it will
            reserve from its authorized and unissued Common Stock a sufficient
            number of shares to provide for the issuance of the Warrant Shares
            upon the exercise of any purchase rights under this Warrant. The


                                       11
<PAGE>

            Company further covenants that its issuance of this Warrant shall
            constitute full authority to its officers who are charged with the
            duty of executing stock certificates to execute and issue the
            necessary certificates for the Warrant Shares upon the exercise of
            the purchase rights under this Warrant. The Company will take all
            such reasonable action as may be necessary to assure that such
            Warrant Shares may be issued as provided herein without violation of
            any applicable law or regulation, or of any requirements of the
            Trading Market upon which the Common Stock may be listed.

                  Except and to the extent as waived or consented to by the
            Holder, the Company shall not by any action, including, without
            limitation, amending its certificate of incorporation 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 of this Warrant, but will at all times in good faith
            assist in the carrying out of all such terms and in the taking of
            all such actions as may be necessary or appropriate to protect the
            rights of Holder as set forth in this Warrant against impairment.
            Without limiting the generality of the foregoing, the Company will
            (a) not increase the par value of any Warrant Shares above the
            amount payable therefor upon such exercise immediately prior to such
            increase in par value, (b) take all such action as may be necessary
            or appropriate in order that the Company may validly and legally
            issue fully paid and nonassessable Warrant Shares upon the exercise
            of this Warrant, and (c) use commercially reasonable efforts to
            obtain all such authorizations, exemptions or consents from any
            public regulatory body having jurisdiction thereof as may be
            necessary to enable the Company to perform its obligations under
            this Warrant.

                  Before taking any action which would result in an adjustment
            in the number of Warrant Shares for which this Warrant is
            exercisable or in the Exercise Price, the Company shall obtain all
            such authorizations or exemptions thereof, or consents thereto, as
            may be necessary from any public regulatory body or bodies having
            jurisdiction thereof.

            f) Jurisdiction. All questions concerning the construction,
      validity, enforcement and interpretation of this Warrant shall be
      determined in accordance with the provisions of the Purchase Agreement.

            g) Restrictions. The Holder acknowledges that the Warrant Shares
      acquired upon the exercise of this Warrant, if not registered, will have
      restrictions upon resale imposed by state and federal securities laws.

            h) Nonwaiver and Expenses. No course of dealing or any delay or
      failure to exercise any right hereunder on the part of Holder shall
      operate as a waiver of such right or otherwise prejudice Holder's rights,
      powers or remedies, notwithstanding the fact that all rights hereunder
      terminate on the Termination Date. If the Company willfully and knowingly
      fails to comply with any provision of this Warrant, which results in any
      material damages to the Holder, the Company shall pay to Holder such
      amounts as shall be sufficient to cover any costs and expenses including,
      but not limited to, reasonable attorneys' fees, including those of
      appellate proceedings, incurred by Holder in collecting any amounts due
      pursuant hereto or in otherwise enforcing any of its rights, powers or
      remedies hereunder.


                                       12
<PAGE>

            i) Notices. Any notice, request or other document required or
      permitted to be given or delivered to the Holder by the Company shall be
      delivered in accordance with the notice provisions of the Purchase
      Agreement.

            j) Limitation of Liability. No provision hereof, in the absence of
      any affirmative action by Holder to exercise this Warrant or purchase
      Warrant Shares, and no enumeration herein of the rights or privileges of
      Holder, shall give rise to any liability of Holder for the purchase price
      of any Common Stock or as a stockholder of the Company, whether such
      liability is asserted by the Company or by creditors of the Company.

            k) Remedies. Holder, in addition to being entitled to exercise all
      rights granted by law, including recovery of damages, will be entitled to
      specific performance of its rights under this Warrant. The Company agrees
      that monetary damages would not be adequate compensation for any loss
      incurred by reason of a breach by it of the provisions of this Warrant and
      hereby agrees to waive the defense in any action for specific performance
      that a remedy at law would be adequate.

            l) Successors and Assigns. Subject to applicable securities laws,
      this Warrant and the rights and obligations evidenced hereby shall inure
      to the benefit of and be binding upon the successors of the Company and
      the successors and permitted assigns of Holder. The provisions of this
      Warrant are intended to be for the benefit of all Holders from time to
      time of this Warrant and shall be enforceable by any such Holder or holder
      of Warrant Shares.

            m) Amendment. This Warrant may be modified or amended or the
      provisions hereof waived with the written consent of the Company and the
      Holder.

            n) Severability. Wherever possible, each provision of this Warrant
      shall be interpreted in such manner as to be effective and valid under
      applicable law, but if any provision of this Warrant shall be prohibited
      by or invalid under applicable law, such provision shall be ineffective to
      the extent of such prohibition or invalidity, without invalidating the
      remainder of such provisions or the remaining provisions of this Warrant.

            o) Headings. The headings used in this Warrant are for the
      convenience of reference only and shall not, for any purpose, be deemed a
      part of this Warrant.


                             ********************


                                       13
<PAGE>

            IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.


Dated: April 6, 2005

                              TNX TELEVISION HOLDINGS, INC.


                              By:
                                 --------------------------------------
                                 Name:
                                 Title:


                                       14
<PAGE>

                               NOTICE OF EXERCISE

TO:   TNX TELEVISION HOLDINGS, INC.

            (1)___The undersigned hereby elects to purchase ________ Warrant
Shares of the Company pursuant to the terms of the attached Warrant (only if
exercised in full), and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.

            (2)___Payment shall take the form of (check applicable box):

                  [ ] in lawful money of the United States; or

                  [ ] the cancellation of such number of Warrant Shares as is
                  necessary, in accordance with the formula set forth in
                  subsection 2(c), to exercise this Warrant with respect to the
                  maximum number of Warrant Shares purchasable pursuant to the
                  cashless exercise procedure set forth in subsection 2(c).

            (3)___Please issue a certificate or certificates representing said
Warrant Shares in the name of the undersigned or in such other name as is
specified below:

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

The Warrant Shares shall be delivered to the following:

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

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

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

______      (4)  Accredited  Investor.   The  undersigned  is  an  "accredited
investor" as defined in Regulation D promulgated  under the  Securities Act of
1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity:_______________________________________________________

Signature of Authorized Signatory of Investing Entity:__________________________

Name of Authorized Signatory:___________________________________________________

Title of Authorized Signatory:__________________________________________________

Date:___________________________________________________________________________


<PAGE>

                                 ASSIGNMENT FORM

                  (To assign the foregoing warrant, execute this form and supply
                  required information.
                Do not use this form to exercise the warrant.)



            FOR  VALUE  RECEIVED,   the  foregoing   Warrant  and  all  rights
evidenced thereby are hereby assigned to


_______________________________________________ whose address is

_______________________________________________________________.



________________________________________________________________

                                  Dated:  ______________, ______


                  Holder's Signature: __________________________

                  Holder's Address:   __________________________

                                      __________________________


Signature Guaranteed:  _________________________________________


NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.