EXHIBIT E

                               CUSTODIAL AGREEMENT

      THIS CUSTODIAL AGREEMENT (this "Agreement") is made as of April 6, 2005,
by and among TNX Television Holdings, Inc., a Delaware corporation with an
address at Presidential Place, 800 S. Ocean Blvd, L1, Boca Raton Fla. 33432 (the
"Company"), the purchasers signatory hereto (each individually, a "Purchaser,"
and collectively, the "Purchasers"), and Feldman Weinstein LLP, as custodial
agent for and for the benefit of the Purchasers, with an address at 420
Lexington Avenue, Suite 2620, New York, New York 10170 (the "Custodian").
Capitalized terms used but not defined herein shall have the meanings set forth
in the Securities Purchase Agreement referred to in the first recital.

                              W I T N E S S E T H:

      WHEREAS, the Company and each Purchaser has entered into the Securities
Purchase Agreement of even date herewith (the "Purchase Agreement"), pursuant to
which the Purchasers are purchasing the Company's Secured Convertible Debentures
due two years after their date of issuance (collectively, the "Debentures") and
Warrants; and

      WHEREAS, in order to induce the Purchasers to enter into the Purchase
Agreement and to purchase the Debentures, and as a condition precedent thereto,
the Company has agreed to secure the payment and performance of its obligations
under the Purchase Agreement, the Debentures, this Agreement and the other
Transaction Documents by granting to the Purchasers a first priority security
interest in certain of the cash proceeds from the sale of the Debentures; and

      WHEREAS, the Company and the Purchasers have requested that the Custodian
hold 30% of the gross cash proceeds from the sale of the Debentures for the
benefit of the Purchasers, as secured parties, in accordance with the terms
hereof;

      NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

      1. Closing.

            (a) Upon the Custodian's receipt from the Purchasers of, in the
      aggregate, up to $5,000,000 (the "Aggregate Purchase Price") into its
      custodial account, together with each Purchaser's executed counterparts of
      this Agreement, the Purchase Agreement, the Security Agreement, the
      Registration Rights Agreement and, if applicable, the Series A Preferred
      Stock, the certificates evidencing the Series A-1 Preferred Stock, the
      Custodian shall telephonically advise the Company, or the Company's
      designated attorney or agent, of its receipt of such funds and such
      documents.


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            (b) Wire transfers to the Custodian shall be made as follows:

                        STERLING NATIONAL BANK
                        622 3RD AVENUE
                        NEW YORK, NY 10017
                        ACCOUNT NAME:  FELDMAN WEINSTEIN LLP
                        ABA ROUTING NO: 026007773
                        ACCT NO: 0814180101
                        REMARK: TNXT/[FUND NAME]

            (c) The Company, upon receipt of the telephonic notice described in
      Section 1(a) above, shall deliver to the Custodian the certificates
      representing the Debentures and the Warrants to be issued to each
      Purchaser at the Closing together with:

                  (i) a counterpart of the Registration Rights Agreement, duly
            executed by the Company;

                  (ii) the executed legal opinion of Company Counsel;

                  (iii) a counterpart of the Purchase Agreement, duly executed
            by the Company;

                  (iv) a counterpart of this Agreement, duly executed by the
            Company;

                  (v) a counterpart of the Security Agreement, along with all
            Security Documents;

                  (vi) if applicable, a warrant(s) issued to First Montauk
            Securities Corp. ("First Montauk") and/or its designees to purchase
            up to a number of shares of Common Stock equal to 10% of the number
            of shares of Common Stock issuable upon conversion of the Debentures
            that are issued to the Purchasers who were introduced to the Company
            by First Montauk, as set forth on Schedule 1.1(e) attached hereto,
            with an exercise price of $0.75, subject to adjustment therein, and
            otherwise in the form of the Warrants ("First Montauk Warrants");

                  (vii) a warrant(s) issued to T.R. Winston & Company, LLC
            ("T.R. Winston") and/or its designees to purchase up to a number of
            shares of Common Stock equal to 10% of the number of shares of
            Common Stock issuable upon conversion of the Debentures purchased by
            Bristol Investment Fund, Ltd. ("Bristol"), as set forth on Schedule
            1.1(e) attached hereto, with an exercise price of $0.75, subject to
            adjustment therein, and otherwise in the form of the Warrants ("T.R.
            Winston Warrants" and collectively with the First Montauk Warrants
            and the vFinance Warrants, the "Placement Agent Warrants");

                  (viii)a certificate evidencing a number of shares of Common
            Stock equal to 5% of the Aggregate Purchase Price, as set forth on
            Schedule 1.1(e) attached hereto, divided by the closing bid price on
            the Trading Day immediately prior to the date of the Purchase
            Agreement, registered in the name of such placement Agent (the
            "Placement Agent Shares"); and


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<PAGE>

                  (ix) if applicable, a Secretary's Certificate, as required
            pursuant to Section 4.17 of the Purchase Agreement.

            (d) In the event that the foregoing items have not been delivered to
      the Custodian by the Company within five (5) Trading Days after the
      Custodian has received all of the Subscription Amounts (net of any
      permitted deductions pursuant to the Purchase Agreement), then each
      Purchaser shall have an independent and separate right to demand and
      receive the return of its Subscription Amount.

            (e) Once the Custodian receives all of the items required to be
      delivered hereunder, it shall wire the gross proceeds raised pursuant to
      the Purchase Agreement per the written instructions of the Company less
      (i) the balance of 30% of the Aggregate Gross Purchase Price (the "Secured
      Proceeds") which shall be initially transferred into a separate
      non-interest bearing Custodial Account of the Custodian (the "Custodial
      Account"), (ii) 5% of the Aggregate Purchase Price of all Purchasers to
      the Persons and in the amounts set forth on Schedule 1.1(e) attached
      hereto, (iii) $10,000 to the Custodian for payment of legal fees and
      expenses and (iv) 5% of the Subscription Amount purchased by Bristol.
      Thereafter, the Custodial Account shall be maintained by the Custodian in
      accordance with the terms of this Agreement and shall, if possible, be
      invested in an interest-bearing government securities or commercial money
      market fund made available by the Custodian's bank or as otherwise
      directed in a writing executed by the Company and each Purchaser. The
      Custodian, by its execution and delivery of this Agreement, hereby agrees
      to accept receipt of the Secured Proceeds and to hold such proceeds for
      the benefit of the Purchasers, as secured parties.

            (f) Within five (5) Trading Days after transferring the Secured
      Proceeds into the Custodial Account, the Custodian shall then arrange to
      have originals or counterpart originals of the Purchase Agreement, the
      Warrants, the Placement Agent Warrants (as applicable), the Debentures,
      the Registration Rights Agreement, the Security Agreement and the Security
      Documents, this Agreement, the Placement Agent Shares (as applicable) and
      the opinion of counsel delivered to the appropriate parties.

            (g) The Custodian shall hold the Secured Proceeds in the Custodial
      Account, for the benefit of each Purchaser, and not release such proceeds
      except as provided herein. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO
      THE CONTRARY, AS TO ANY PURCHASER, THE CUSTODIAN SHALL ONLY RELEASE FUNDS
      TO THE COMPANY OR A PURCHASER UNDER THIS AGREEMENT TO THE EXTENT ALL SUCH
      RELEASES ON ACCOUNT OF SUCH PURCHASER, IN THE AGGREGATE, DO NOT EXCEED 30%
      OF THE ORIGINAL PRINCIPAL AMOUNT OF DEBENTURES PURCHASED BY SUCH PURCHASER
      PURSUANT TO THE PURCHASE AGREEMENT.

      2. Release of Secured Proceeds.


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            (a) Release Upon CVA Effective Date. Upon (a) the conclusion by TNCI
      UK Ltd. (the "Subsidiary") of a Company Voluntary Arrangement with its
      creditors under Part I of the Insolvency Act 1986, (b) the concurrent
      discharge of the administration order under the Insolvency Act 1986 to
      which Subsidiary is subject, (c) the approval by the boards of directors
      of each of Subsidiary and the Company of resolutions in form and substance
      satisfactory to a majority in interest of the Purchasers authorizing
      Subsidiary to become jointly and severally obligated with the Company for
      the loan of Secured Proceeds and to give security therefor, and (d) the
      creation by Subsidiary in favor and for the benefit of the Purchasers of
      (i) a first legal mortgage of all of Subsidiary's freehold and leasehold
      property and of all of Subsidiary's shares, bonds or other securities and
      investments, (ii) a first fixed charge of all of Subsidiary's plant and
      machinery, accounts, agreements, instruments, insurance, intellectual
      property and other assets, and (iii) a first floating charge of all of
      Subsidiary's assets not at any time otherwise effectively mortgaged,
      charged or assigned by way of fixed mortgage, charge or assignment in
      favor of the Purchasers, such security to be in form and substance
      satisfactory to a majority in interest of the Purchasers (the date on
      which all of the foregoing actions shall have been completed and not
      revoked or rescinded to be referred to as the "CVA Effective Date"), the
      Company shall provide each Purchaser with evidence of the occurrence of
      the CVA Effective Date, which evidence shall be satisfactory in form and
      substance to Purchasers of a majority in interest of the outstanding
      Principal Amount of Debentures ("Purchaser Majority"), wherefrom such
      Purchaser Majority and the Company shall promptly thereafter execute a
      joint certificate to the Custodian certifying that the CVA Effective Date
      has occurred (a "CVA Certificate", such release upon the CVA Effective
      Date shall be a "CVA Release" and such date of a CVA Release shall be the
      "CVA Release Date"). Promptly after its receipt of a CVA Certificate, the
      Custodian shall release all of the Secured Proceeds to the account
      specified in the written instructions of the Company, net of actual legal
      fees and expenses incurred by the Purchasers in connection with the lien
      granted to the Purchasers by the Subsidiary in all of the assets of the
      Subsidiary.

            (b) Release Upon Conversion of Debentures. Upon the conversion by
      any Purchaser of all or part of the principal amount of the Debenture(s)
      held by such Purchaser in excess of such Purchaser's Pro Rata Fraction of
      the sum of $_______________(1) (the "Pro Rata Fraction" is defined as the
      Principal Amount of the Purchaser divided by the aggregate Principal
      Amount that all of the Purchasers paid for in cash at the Closing) (the
      "Converted Principal Amount"), such Purchaser and the Company shall
      promptly thereafter execute a joint certificate to the Custodian
      certifying that such Converted Principal Amount has been converted by the
      Purchaser (a "Conversion Certificate", such release upon Conversion shall
      be a "Conversion Release" and such date of a Conversion Release shall be
      the "Conversion Release Date"). Promptly after its receipt of a Conversion
      Certificate, the Custodian shall release out of the Secured Proceeds,
      subject to the limitation set forth in Section 1(g), to the account
      specified in the written instructions of the Company, an amount equal to
      the Converted Principal Amount.

----------
(1)   75% of the aggregate Subscription Amounts.


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<PAGE>

            (c) Release Upon Consent of Purchasers. Upon receipt by the Company
      of written consent of each Purchaser to release any portion of the Secured
      Proceeds, the Company and each Purchaser shall execute and deliver to the
      Custodian a joint certificate (each, a "Consent Certificate" such release
      upon consent shall be a "Consent Release" and such date of a Consent
      Release shall be the "Consent Release Date") certifying that consent to
      release such Secured Proceeds has been obtained, which Consent Certificate
      shall include the amount of the Secured Proceeds to be released,
      representations from each Purchaser as to the outstanding Principal Amount
      of the Debentures held by it at the time such consent was obtained, and a
      representation by the Company's chief financial officer as to the
      aggregate Principal Amount of the Debentures outstanding at the time
      consent was obtained. Any Purchaser may consent or withhold consent to any
      such release of any of the Secured Proceeds in its sole and absolute
      discretion. Upon receipt of the Consent Certificate, the Custodian shall
      release, to the account of the Company designated in the Consent
      Certificate, subject to Section 1(g), the portion of the Secured Proceeds
      specified in the Consent Certificate. If less than all of the Secured
      Proceeds are released, the remaining amount, for purposes of calculating
      each Purchaser's rights hereunder, shall be re-allocated according to such
      Purchaser's Pro Rata Portion.

            (d) Release Upon an Event of Default. At any time after the
      occurrence of an Event of Default, any Purchaser may, at its option,
      deliver a certificate to the Custodian and the Company specifying the
      nature of the Event of Default. If, within ten days after its receipt of
      such certificate, the Custodian shall not have received written notice
      from the Company that it disputes the occurrence of such Event of Default,
      then the Custodian shall release to such Purchaser's Portion of the
      Secured Proceeds remaining in the Custodial Account, subject to Section
      1(g). In the event that the Company does deliver a timely notice to the
      Custodian and each Purchaser that it disputes such determination, then
      such dispute shall be resolved between the Company and the Purchaser by
      arbitration conducted as follows: the arbitration shall be conducted in
      New York, New York, before an arbitration panel of three arbitrators, one
      of whom shall be selected by the Purchaser, one of whom shall be selected
      by the Company, with the remaining arbitrator to be agreed upon by the
      first two. The arbitration shall be conducted in accordance with the
      commercial arbitration rules of the American Arbitration Association then
      in effect. Any arbitration decision or award shall be final and conclusive
      as to the parties to this Agreement and their successors and assigns;
      judgment upon such decision or award may be entered in any competent
      court. In the event that the arbitration shall be decided in favor of the
      applicable Purchaser, then upon delivery of a written copy of such
      decision by the Purchaser to the Custodian, the Custodian shall promptly
      release the Purchaser's remaining Secured Proceeds to the Purchaser,
      subject to Section 1(g).

            (e) Release Upon Forced Conversion. Upon written notice by the
      Company and any Purchaser to the Custodian that the Company has properly
      forced conversion of the Debentures, pursuant to Section 6 of the
      Debentures, then, such Purchaser and the Company shall promptly thereafter
      execute a joint certificate to the Custodian certifying that such amount
      under the Forced Conversion (as defined in the Debenture) has been
      converted (a "Forced Conversion Certificate", such release upon a Forced
      Conversion shall be a "Forced Conversion Release" and such date of a
      Forced Conversion Release shall be the "Forced Conversion Release Date");


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<PAGE>

      provided, however, if such Purchaser does not execute a Forced Conversion
      Certificate to the Custodian or does not object to the Company and the
      Custodian to the execution of such Forced Conversion Certificate within 5
      Trading Days after written and confirmed notice to such Purchaser from the
      Company of such request for release pursuant to this Section 2(e), then
      such Purchaser shall be deemed to have consented to such release. Promptly
      after its receipt of a Forced Conversion Certificate, the Custodian shall
      release the Secured Proceeds to the account specified in the written
      instructions of the Company, in an amount equal to the ratio that the
      amount of principal amount of Debentures subject to the Forced Conversion
      bears to the outstanding principal amount of the Debentures.

            (f) Procedure for Release. In the event that any CVA Release Date,
      Conversion Release Date, Consent Release, release upon an Event of Default
      or Forced Conversion Release (collectively, the "Release" and, the date of
      such Release, the "Release Date") is not a Business Day (as defined
      herein), then such Release shall be deemed to be the next Business Day.
      "Business Day" shall mean any day that is not a Saturday, a Sunday or a
      day on which banks are required or permitted to be closed in the State of
      New York. In the event that any of the Secured Proceeds shall have been
      paid in whole or in part on or prior to the applicable Release Date, the
      Company shall provide immediate telephonic notice thereof to the
      Purchasers and to the Custodian, promptly followed by written confirmation
      to such parties, and the amount requested pursuant to such Release shall
      be reduced by the aggregate amount of payments received by the Company in
      satisfaction of such Release.

      3. Security Agreement.

            (a) The Company hereby unconditionally and irrevocably grants to the
      Purchasers, to secure the payment and performance in full when due of all
      of the Obligations (as defined in the Security Agreement), a continuing
      first priority security interest in, and so pledges and assigns to the
      Purchasers all of, the Secured Proceeds and any interest that accrues
      thereon ("Collateral"). Such security interest is set forth in the
      Security Agreement. The security interest in the Secured Proceeds shall
      terminate upon the release of all of the Secured Proceeds from the
      Custodial Account, it being understood however that the Company's
      obligations under the Debentures shall remain in full force and effect.

            (b) Further Assurances. The Company agrees that at any time and from
      time to time, at the expense of the Company, the Company shall promptly
      execute and deliver all further instruments, documents and/or control
      agreements and take all further action, that may be necessary or
      desirable, or that the Purchasers may reasonably request, in order to
      perfect and protect any security interest granted or purported to be
      granted hereby or to enable any Purchaser to exercise and enforce its
      rights and remedies hereunder with respect to any of the Collateral.

            (c) Rights and Remedies. At any time after the occurrence of an
      Event of Default, and without any other notice to or demand upon the
      Company, the Purchasers shall have, in any jurisdiction in which
      enforcement hereof is sought, in addition to all other rights and
      remedies, the rights and remedies of a secured party under the Uniform
      Commercial Code in effect from time to time in the State of New York (the
      "UCC") and any additional rights and remedies which may be provided to a
      secured party in any applicable jurisdiction.


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<PAGE>

            (d) Power of Attorney. The Company hereby irrevocably constitutes
      and appoints the Purchasers, and each of them, and any officer, partner,
      member or agent thereof, with full power of substitution, as its true and
      lawful attorneys-in-fact with full irrevocable power and authority in the
      name, place and stead of the Company or in their own names, for the
      purpose of carrying out the terms of this Agreement, to take any and all
      appropriate action and to execute any and all documents and instruments
      that may be necessary or useful to accomplish the purposes of this
      Agreement and, without limiting the generality of the foregoing, hereby
      gives said attorneys the power and right, on behalf of the Company,
      without notice to or assent by the Company, at any time after the
      occurrence of an Event of Default, to sell, transfer, pledge, make any
      agreement with respect to or otherwise dispose of or deal with any of the
      Collateral in such manner as is consistent with the UCC and as fully and
      completely as though the Purchasers were the absolute owners thereof for
      all purposes, and to do, at the Company's expense, at any time or from
      time to time, all acts and things which the Purchasers deem necessary or
      useful to protect, preserve or realize upon the Collateral and the
      security interest of the Purchasers therein, in order to effect the intent
      of this Agreement, all at least as fully and effectively as the Company
      might do.

            (e) Marshalling. All rights and remedies of the Purchasers hereunder
      and in respect of the Collateral and other assurances of payment shall be
      cumulative and in addition to all other rights and remedies, however
      existing or arising. To the extent that it lawfully may, the Company
      hereby agrees that it will not invoke any law relating to the marshalling
      of assets which might cause a delay in or impede the enforcement of the
      rights and remedies of the Purchasers under this Agreement, the
      Debentures, the other Transaction Documents or under any other instrument
      creating or evidencing any of the Obligations or under which any of the
      Obligations is outstanding or by which any of the Obligations is secured
      or payment thereof is otherwise assured, and to the extent that it
      lawfully may, the Company hereby irrevocably waives the benefits of all
      such law.

            (f) No Waiver, etc. The Purchasers shall not be deemed to have
      waived any of their rights or remedies in respect of the Obligations or
      the Collateral unless such waiver shall be in writing and signed by the
      Purchasers. No delay or omission on the part of the Purchasers in
      exercising any right or remedy shall operate as a waiver of such right or
      remedy or any other right or remedy. A waiver on any one occasion shall
      not be construed as a bar to or waiver of any right or remedy on any
      future occasion. All rights and remedies of the Purchasers with respect to
      the Obligations or the Collateral, whether evidenced hereby or by any
      other document or instrument, shall be cumulative and may be exercised
      singularly, alternatively, successively or concurrently at such time or at
      such times as the Purchasers deem expedient.


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<PAGE>

            (g) Certain Defined Terms. Terms used in this Section 3 but not
      otherwise defined in this Agreement that are defined in the UCC (as such
      term is hereinafter defined) shall have the respective meanings given such
      terms therein; provided, however, that if a term is defined in Article 9
      of the UCC differently than in another Article of the UCC, then such term
      shall have the meaning specified in Article 9. "UCC" means the Uniform
      Commercial Code in effect from time to time in the State of New York.

      4. Conditions to Custodian's Duties. The acceptance by the Custodian of
its duties as such under this Agreement is subject to the following terms and
conditions, which all of the parties to this Agreement hereby agree shall govern
and control with respect to the rights, duties, liabilities and immunities of
the Custodian:

            (a) The Custodian is not a party to, nor is it bound by, any other
      agreement by which the other parties hereto may be bound (whether or not
      it has knowledge of such), other than as expressly herein set forth.

            (b) The Custodian shall be protected in acting upon any written
      notice, request, waiver, consent, receipt or other document which the
      Custodian, in good faith, believes to be genuine and what it purports to
      be. No waiver or any breach of any covenant or provision herein contained
      shall be deemed a waiver of any preceding or succeeding breach thereof, or
      of any other covenant or provision herein contained. No extension of time
      for performance of any obligation or act shall be deemed an extension of
      the time for performance of any other obligation or act. If the Custodian
      reasonably requires other or further instruments in connection with this
      Agreement or obligations in respect hereto, the necessary parties hereto
      shall join in furnishing such instruments.

            (c) The Custodian shall be indemnified and held harmless by the
      Company and the Purchasers, jointly and severally, from and against any
      and all loss, expense, fees (including attorneys' fees) and damages that
      may be incurred by the Custodian as a result of its agreeing to act in
      such capacity and its performance of this Agreement. The Custodian shall
      not be obligated to any party for any error in judgment or for any act
      done or steps taken or omitted by it in good faith, or for any mistake of
      fact or law, or for anything which it may do or refrain from doing in
      connection therewith, except as a result of its own gross negligence or
      willful misconduct. This indemnity includes the costs of enforcing the
      indemnification (including attorneys' fees).

            (d) The Custodian may consult with or retain legal counsel in
      connection with any dispute or question as to the construction of any of
      the provisions hereof or with regard to its duties and shall be held
      harmless and protected by the Company and the Purchasers in acting in good
      faith in accordance with the instructions of such counsel. Such counsel's
      fees and expenses shall be paid as set forth in Section 4(f) hereof. The
      Custodian may represent itself at its usual rates.

            (e) The Custodian shall not be responsible or liable for the default
      or misconduct of its agents, attorneys or employees, if they are selected
      with reasonable care.


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            (f) The Company will pay the Custodian's fees (at the Custodian's
      customary hourly rate for legal services) and out-of-pocket disbursements
      for time spent in performing its duties under this Agreement, and if any
      of Custodian's invoices are not paid in full within 30 days, the Custodian
      is directed to pay itself directly from the Custodial Account; provided
      that if fees are taken directly from the Custodial Account by the
      Custodian, the Purchasers shall have no claim against the Custodian for
      such funds but shall have a claim against the Company for reimbursement.
      The Company shall promptly replenish any funds that are disbursed to the
      Custodian from the Custodial Account.

            (g) The Custodian shall have no obligation to seek to maximize the
      rate of interest on the Secured Proceeds, and shall be without liability
      to any person in respect thereof.

            (h) No modification of this Agreement shall, without the consent of
      the Custodian and all other parties hereto, modify the provisions of this
      Agreement relating to the duties, obligations or rights of the Custodian.
      This Agreement is the final expression of, and contains the entire
      agreement between, the parties with respect to the subject matter hereof
      and supersedes all prior understandings with respect thereto.

      5. Conflict with Respect to Collateral.

                  (a) In the event that the Custodian at any time receives or
            becomes aware of conflicting demands or claims with respect to the
            Collateral, this Agreement or its duties hereunder, the Custodian
            shall have the right to discontinue and refrain from any and all
            activities on its part under this Agreement or in connection
            herewith until such conflict is resolved to its satisfaction.

                  (b) The Custodian shall have the further right to commence or
            defend any action or proceedings for the determination of such
            conflict. The Company and the Purchasers jointly and severally agree
            to pay all costs, damages, judgments and expenses, including
            reasonable attorneys' fees, suffered or incurred by the Custodian in
            connection with or arising out of this Agreement and the
            transactions described herein in the event of bona fide conflicting
            claims or demands, including, but without limiting the generality of
            the foregoing, a suit in interpleader brought by the Custodian. In
            the event that the Custodian files a suit in interpleader, it shall
            thereupon be fully released and discharged from all further
            obligations to perform any and all duties or obligations imposed
            upon it by this Agreement (except it may not release the Collateral
            except as designated by the court).

      6. Acknowledgement. All parties hereto agree that the Custodian is counsel
for Bristol Investment Fund, Ltd. ("Bristol") and shall be entitled to represent
Bristol with respect to the Purchase Agreement and the transactions contemplated
thereunder; and the Company and each other Purchaser hereby waives any right or
claim to object to such legal representation by Custodian of Bristol in
connection with this transaction.

      7. Resignation of Custodian. The Custodian may at any time resign
hereunder by giving written notice of its resignation to the Company and the
Purchasers, at least ten (10) days prior to the date specified for such
resignation to take effect, and upon the effective date of such resignation, all
property then held by the Custodian hereunder shall be delivered by it to such


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<PAGE>

Person as may be designated by the Company and the Purchasers, in writing,
whereupon all the Custodian's obligations hereunder shall cease and terminate.
If no such Person shall have been designated by such date, all obligations of
the Custodian hereunder shall, nevertheless, cease and terminate. The
Custodian's sole responsibility thereafter shall be to keep safely all property
then held by it and to deliver the same to a Person designated by the parties
hereto or in accordance with the directions of a final order or judgment of a
court of competent jurisdiction, or to file a suit in interpleader as provided
in Section 5 above.

      8. Interest on Secured Proceeds. The Custodian shall owe no duty and have
no obligation whatsoever to the Company or the Purchasers to obtain or maintain
any level of interest on the Secured Proceeds.

      9. Successors and Assigns. The Purchasers may assign their rights
hereunder in connection with the transfer of Debentures. The Company may not
assign its rights under this Agreement. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
administrators, successors and permitted assigns.

      10. Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AND THE
PARTIES AGREE AND CONSENT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE
COURTS LOCATED IN NEW YORK COUNTY, NEW YORK IN ANY ACTION OR PROCEEDING
HEREUNDER, AND TO SERVICE OF PROCESS BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED
(WHICH SHALL CONSTITUTE "PERSONAL SERVICE"). THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT.

      11. Amendment. No provision of this Agreement may be amended or waived
without the prior written consent of the Company and all the Purchasers;
provided, however, that any provision relating to the duties, obligations and
rights of the Custodian shall in addition require the approval of the Custodian,
as provided in Section 4 above.

      12. Notices. All notices or other communications between the parties
contemplated under, or relating to, this Agreement shall be in writing, shall be
signed by each person giving such notice or communication, and shall be
delivered by hand, reputable overnight courier or by certified mail, return
receipt requested, to the parties at their respective addresses set forth above
or to such other address as to which the sending party has received written
notice in accordance with this Section 12.


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<PAGE>

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


TNX TELEVISION HOLDINGS, INC.


By:__________________________________________
     Name:
     Title:

CUSTODIAN:

FELDMAN WEINSTEIN LLP


By:__________________________________________
     Name:
     Title:


                   [PURCHASERS' SIGNATURE PAGES TO FOLLOW]


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<PAGE>

           [PURCHASER'S SIGNATURE PAGE TO TNXT CUSTODIAL AGREEMENT]


Name of Investing Entity:__________________________

Signature of Authorized Signatory of Investing Entity:__________________________

Name of Authorized Signatory:_________________________

Title of Authorized Signatory:__________________________

              [ADDITIONAL PURCHASERS' SIGNATURE PAGES TO FOLLOW]


                                       12