<PAGE>

                                                                   EXHIBIT 10.8

THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE
COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER
CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
APPLICABLE STATE SECURITIES LAWS.

                         THE TRANSFER OF THIS WARRANT IS
                         RESTRICTED AS DESCRIBED HEREIN.

                           VICTORY ENTERTAINMENT CORP.

               Warrant for the Purchase of Shares of Common Stock,
                            par value $.001 per share

                     THIS WARRANT EXPIRES ON MARCH 28, 2003

No. 1                                                            800,000 Shares

         THIS CERTIFIES that, for value received, Wardley Investments Limited,
with an address at Havilland Hall, Vaciquiedor, Saint Andrew Guernsey, Channel
Islands GY68TP (including any transferee, the "Holder"), is entitled to
subscribe for and purchase from Victory Entertainment Corp., a Florida
corporation (the "Company"), upon the terms and conditions set forth herein at
any time or from time to time before 5:00 P.M. on March 28, 2003, New York time
(the "Exercise Period") 800,000 shares of the Company's Common Stock, par value
$.001 per share ("Common Stock") at a price (the "Exercise Price") equal to: (i)
$7.00 or if the Company shall cause to become effective a registration statement
to register the Company's securities for public offer and sale (ii) 85% of the
offering price of the securities offered in the Company's initial public
offering. This Warrant is the Warrant or one of the Warrants issued pursuant to
an offering (the "Offering") by the Company of Units, each Unit consisting of a
$50,000 principal amount 12.0% Senior Secured Promissory Note (the "Notes") and
a Common Stock Purchase Warrant to purchase 8,000 shares of Common Stock,
pursuant to a Subscription Agreement, dated February 18, 2000 (the "Agreement").
As used herein the term

<PAGE>
                                      -2-


"this Warrant" shall mean and include this Warrant and any Warrant or Warrants
hereafter issued as a consequence of the exercise or transfer of this Warrant in
whole or in part.

         The number of shares of Common Stock issuable upon exercise of the
Warrants (the "Warrant Shares") and the Exercise Price may be adjusted from time
to time as hereinafter set forth.

         1. This Warrant may be exercised during the Exercise Period, as to the
whole or any lesser number of whole Warrant Shares, by the surrender of this
Warrant (with the "Election to Exercise" attached hereto, duly executed) to the
Company at its office at 1000 Universal Studios Plaza, Building 22A, Orlando,
Florida 32819, or at such other place as is designated in writing by the
Company, together with cash or a certified or bank cashiers check payable to the
order of the Company in an amount equal to the Exercise Price multiplied by the
number of Warrant Shares for which this Warrant is being exercised. Each Warrant
not exercised prior to 5:00 p.m. on March 28, 2003 New York time shall become
null and void and all rights thereunder shall cease as of such time.

         2. Upon receipt by the Company of the Warrant, the "Election to
Exercise" and the aggregate Exercise Price for the Warrant Shares, the Holder
shall be deemed to be the holder of record of the Warrant Shares issuable upon
such exercise; provided, however, that if the date of such receipt is a date
upon which the transfer books of the Company are closed, the Holder shall be
deemed to be the record holder on the next succeeding business day on which such
books are open. No later than three (3) business days after each such exercise
of this Warrant, the Company shall issue and cause to be delivered to the Holder
a certificate or certificates for the Warrant Shares issuable upon such
exercise, registered in the name of the Holder or its designee. If this Warrant
should be exercised in part only, the Company shall, upon surrender of this
Warrant for cancellation, execute and deliver a new Warrant evidencing the right
of the Holder to purchase the remaining unexercised balance of the Warrant
Shares (or portions thereof) subject to purchase hereunder.

         3. (a) Any Warrants issued upon the transfer or exercise in part of
this Warrant shall be numbered and shall be registered in a warrant register
(the "Warrant Register") as they are issued. The Company shall be entitled to
treat the registered holder of any Warrant on the Warrant Register as the owner
in fact thereof for all purposes and shall not be bound to recognize any
equitable or other claim to or interest in such warrant on the part of any other
person, and shall not be liable for any registration or transfer of Warrants
which are registered or to be registered in the name of a fiduciary or the
nominee of a fiduciary unless made with the actual knowledge that a fiduciary or
nominee is committing a breach of trust in requesting such registration or
transfer, or with the knowledge of such facts that its participation therein
amounts to bad faith. This Warrant shall be transferable only on the books of
the Company upon delivery thereof duly endorsed by the Holder or by his duly
authorized attorney or repre-

<PAGE>
                                      -3-


sentative, or accompanied by proper evidence of succession, assignment, or
authority to transfer. In all cases of transfer by an attorney, executor,
administrator, guardian, or other legal representative, duly authenticated
evidence of his or its authority shall be produced. Upon any registration of
transfer, the Company shall cause to be delivered a new Warrant or Warrants to
the person entitled thereto. This Warrant may be exchanged at the option of the
Holder thereof, for another Warrant, or other Warrants of different
denominations, of like tenor and representing in the aggregate the right to
purchase a like number of Warrant Shares (or portions thereof), upon surrender
to the Company or its duly authorized agent. Notwithstanding the foregoing, the
Company shall have no obligation to cause Warrants to be transferred on its
books to any person if, in the opinion of counsel to the Company, such transfer
does not comply with the provisions of the Securities Act of 1933, as amended
(the "Act"), and the rules and regulations thereunder.

                  (b) The Holder acknowledges that he has been advised by the
Company that neither this Warrant nor the Warrant Shares have been registered
under the Act, that this Warrant is being or has been issued and the Warrant
Shares may be issued on the basis of the statutory exemption provided by Section
4(2) of the Act or Regulation D promulgated thereunder, or both, relating to
transactions by an issuer not involving any public offering, and that the
Company's reliance thereon is based in part upon the representations made by the
original Holder in the original Holder's Subscription Agreement executed and
delivered in accordance with the terms of the Offering (the "Subscription
Agreement"). The Holder acknowledges that he is familiar with the nature of the
limitations imposed by the Act and the rules and regulations thereunder on the
transfer of securities. In particular, the Holder agrees that no sale,
assignment or transfer of this Warrant or the Warrant Shares issuable upon
exercise hereof shall be valid or effective, and the Company shall not be
required to give any effect to any such sale, assignment or transfer, unless (i)
the sale, assignment or transfer of this Warrant or such Warrant Shares is
registered under the Act, it being understood that neither this Warrant nor such
Warrant Shares are currently registered for sale and that the Company has no
obligation or intention to so register this Warrant or such Warrant Shares
except as specifically provided herein or in the Subscription Agreement, or (ii)
this Warrant or such Warrant Shares are sold, assigned or transferred in
accordance with all the requirements and limitations of Rule 144 under the Act,
it being understood that Rule 144 is not available at the time of the original
issuance of this Warrant for the sale of this Warrant or such Warrant Shares and
that there can be no assurance that Rule 144 sales will be available at any
subsequent time, or (iii) such sale, assignment, or transfer is otherwise exempt
from registration under the Act.

         4. The Company shall at all times reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of providing for
the exercise of the rights to purchase Warrant Shares granted pursuant to the
outstanding Warrants, such number of shares of Common Stock as shall, from time
to time, be sufficient therefor. The Company

<PAGE>
                                      -4-


covenants that the Warrant Shares, upon receipt by the Company of the full
Exercise Price therefor, shall be validly issued, fully paid, nonassessable, and
free of preemptive rights.

         5. (a) In case the Company shall at any time after the date this
Warrant is first issued (i) declare a dividend on any class of the outstanding
capital stock of the Company (the "Capital Stock") payable in shares of its
Capital Stock, (ii) subdivide any class of the outstanding Capital Stock, or
(iii) combine any class of the outstanding Capital Stock into a smaller number
of shares, then, in each case, the Exercise Price, and the number of Warrant
Shares issuable upon exercise of this Warrant, in effect at the time of the
record date for such dividend or of the effective date of such subdivision, or
combination, shall be proportionately adjusted so that the Holder after such
time shall be entitled to receive the aggregate number and kind of shares for
such consideration which, if such Warrant had been exercised immediately prior
to such time at the then-current exercise price, he would have owned upon such
exercise and been entitled to receive by virtue of such dividend, subdivision,
or combination. Such adjustment shall be made successively whenever any event
listed above shall occur.

                  Additionally, if the Company at any time shall issue any
shares of Common Stock prior to the exercise of this entire Warrant (other than
(i) issuances in connection with the Company's initial public offering of
securities or (ii) issuances in connection with Sections 5 and 6 of this
Warrant, or (iii) pursuant to options, warrants, or other obligations to issue
shares of Common Stock, outstanding on the date of the issuance of this Warrant;
[(i), (ii) and (iii) above, are hereinafter referred to as the "Existing Option
Obligations"], for a consideration less than the Exercise Price that would be in
effect at the time of such issue, then, and thereafter successively upon each
such issue, the Exercise Price shall be reduced as follows: (i) the number of
shares of Common Stock outstanding immediately prior to such issue shall be
multiplied by the Exercise Price in effect at the time of such issue and the
product shall be added to the aggregate consideration, if any, received by the
Company upon such issue of additional shares of Common Stock; and (ii) the sum
so obtained shall be divided by the number of shares of Common Stock outstanding
immediately after such issue. The resulting quotient shall be the adjusted
exercise price. Except for the Existing Option Obligations and options that may
be issued under any employee incentive stock option and/or any qualified stock
option plan adopted by the Company, for purposes of this adjustment, the
issuance of any security of the Company carrying the right to convert such
security into shares of Common Stock or of any warrant, right or option to
purchase Common Stock shall result in an adjustment to the Exercise Price upon
the issuance of shares of Common Stock upon exercise of such exercise or
purchase rights.

                  (b) No adjustment in the Exercise Price shall be required if
such adjustment is less than $.01; provided, however, that any adjustments which
by reason of this Section 5(b) are not required to be made shall be carried
forward and taken into account in any

<PAGE>
                                      -5-


subsequent adjustment. All calculations under this Section 5 shall be made to
the nearest cent or to the nearest one-thousandth of a share, as the case may
be.

                  (c) In any case in which this Section 5 shall require that an
adjustment in the Exercise Price be made effective as of a record date for a
specified event, the Company may elect to defer, until the occurrence of such
event, issuing to the Holder, if the Holder exercised this Warrant after such
record date, the shares of Common Stock, if any, issuable upon such exercise
over and above the shares of Common Stock, if any, issuable upon such exercise
on the basis of the Exercise Price in effect prior to such adjustment; provided,
however that the Company shall deliver to the Holder a due bill or other
appropriate instrument evidencing the Holder's right to receive such additional
shares upon the occurrence of the event requiring such adjustment.

                  (d) Whenever there shall be an adjustment as provided in this
Section 5, the Company shall promptly cause written notice thereof to be sent by
Certified mail, postage prepaid, to the Holder, at its address as it shall
appear in the Warrant Register, which notice shall be accompanied by an
officer's certificate setting forth the number of Warrant Shares purchasable
upon the exercise of this Warrant and the Exercise Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment and
the computation thereof, which officer's certificate shall be conclusive
evidence of the correctness of any such adjustment absent manifest error.

                  (e) The Company shall not be required to issue fractions of
shares of Common Stock of the Company upon the exercise of this Warrant. If any
fraction of a share would be issuable on the exercise of this Warrant (or
specified portions thereof), the Company shall purchase such fraction for an
amount in cash equal to the same fraction of the Current Market Price of such
share of Common Stock on the date of exercise of this Warrant.

         6. (a) In case of any consolidation with or merger of the Company with
or into another corporation (other than a merger or consolidation in which the
Company is the surviving or continuing corporation), or in case of any sale,
lease, or conveyance to another corporation of the property and assets of any
nature of the Company as an entirety or substantially as an entirety, such
successor, leasing, or purchasing corporation, as the case may be, shall (i)
execute with the Holder an agreement providing that the Holder shall have the
right thereafter to receive upon exercise of this Warrant solely the kind and
amount of shares of stock and other securities. property, cash, or any
combination thereof receivable upon such consolidation, merger, sale, lease, or
conveyance by a holder of the number of shares of Common Stock for which this
Warrant might have been exercised immediately prior to such consolidation,
merger, sale, lease, or conveyance, and (ii) make effective provision in its
certificate of incorporation or otherwise, if necessary, to effect such
agreement. Such agreement

<PAGE>
                                      -6-


shall provide for adjustments which shall be as nearly equivalent as practicable
to the adjustments in Section 5.

                  (b) In case of any reclassification or change of the shares of
Common Stock issuable upon exercise of this Warrant (other than a change in par
value or from no par value to a specified par value, or as a result of a
subdivision or combination. but including any change in the shares into two or
more classes or series of shares), or in case of any consolidation or merger of
another corporation into the Company in which the Company is the continuing
corporation and in which there is a reclassification or change (including a
change to the right to receive cash or other property) of the shares of Common
Stock (other than a change in par value or from no par value to a specified par
value or as a result of a subdivision or combination, but including any change
in the shares into two or more classes or series of shares), the Holder shall
have the right thereafter to receive upon exercise of this Warrant solely the
kind and amount of shares of stock and other securities, property, cash, or any
combination thereof receivable upon such reclassification, change, consolidation
or merger by a holder of the number of shares of Common Stock for which this
Warrant might have been exercised immediately prior to such reclassification,
change, consolidation, or merger. Thereafter, appropriate provision shall be
made for adjustments which shall be as nearly equivalent as practicable to the
adjustments in Section 5.

                  (c) The above provisions of this Section 6 shall similarly
apply to successive reclassifications and changes of shares of Common Stock and
to successive consolidations mergers, sales, leases, or conveyances. The
issuance of any shares or other securities upon the exercise of this Warrant,
and the delivery of certificates or other instruments representing such shares
or other securities, shall be made without charge the Holder for any tax or
other charge in respect of such issuance. The Company shall not, however, be
required to pay any tax which may be payable in respect of any transfer or
delivery of this Warrant to a person other than, or the issuance and delivery of
any certificate in a name other than that of the registered Holder and the
Company shall not be required to issue or deliver any such certificate unless
and until the person or persons requesting the issue thereof shall have paid to
the Company the amount of such tax or shall have established to the satisfaction
of the Company that such tax has been paid.

         7. (a) (i) The Company shall register for public resale the Warrant
Shares (the "Registrable Securities") in the initial public offering of the
Company's securities.

         (ii)     PIGGYBACK REGISTRATION. If, at any time after the completion
of an initial public offering of the Company's securities, the Company proposes
to prepare and file with the Securities and Exchange Commission (the
"Commission") a registration statement covering equity or debt securities of the
Company, or any such securities of the Company held by its shareholders (other
than pursuant to Form S-8 or successor form), (for purposes of this

<PAGE>
                                      -7-


Section 7, collectively, a "Registration Statement"), it will give written
notice of its intention to do so by registered mail ("Notice"), at least thirty
(30) days prior to the filing of each such Registration Statement, to all
holders of the Registrable Securities. Upon the written request of such a holder
(a "Requesting Holder"), made within twenty (20) days after receipt of the
Notice, requesting the Company to include any of the Requesting Holder's
Registrable Securities in the proposed Registration Statement, the Company
shall, as to each such Requesting Holder, effect the registration under the
Securities Act of the Registrable Securities which it has been so requested to
register ("Piggyback Registration"), at the Company's sole cost and expense and
at no cost or expense to the Requesting Holders except as provided in this
Section 7.

                  With respect to the Piggyback Registration only, the Company
shall have the right at any time after it shall have given written notice
pursuant to this Section 7 (irrespective of whether any written request for
inclusion of such securities shall have already been made) to elect not to file
any such proposed Registration Statement, or to withdraw the same after the
filing but prior to the effective date thereof.

                (iii) DEMAND REGISTRATION RIGHTS. At any time commencing on the
day following the completion of an initial public offering of the Company's
Securities, and expiring on the fifth anniversary therefrom, the Requesting
Holders of a Majority (as hereinafter defined) in interest of the Registrable
Securities shall have the right to require the Company, at the Company's sole
cost and expense, to prepare, file with the Commission within thirty (30) days
of receiving the Registration Request (as defined herein) and cause to become
effective within sixty (60) days thereafter, on one (1) occasion, a registration
statement on Form S-l, or other appropriate form, and such other documents,
including a prospectus, as may be necessary in order to comply with the
provisions of the Act, to register a public offering and sale, for a period of
not less than eighteen (18) months, of the Registrable Securities by such
Requesting Holders and any other Requesting Holders of the Registrable
Securities who notify the Company within fifteen (15) business days after
receipt of the notice described in this Section 7(a) (iii).

                  The Requesting Holders shall exercise their right to demand
registration under this section by notice (the "Registration Request"). The
Company covenants and agrees to give notice of any Registration Request under
this section by any Requesting Holders to all other registered holders of
Registrable Securities no later than ten (10) calendar days from the date of the
receipt of any such Registration Request.

                  For purposes of this section, the term "Majority" means an
amount in excess of fifty percent (50%) of the number of then outstanding
Registrable Securities that (i) are not held by the Company, an affiliate,
director, officer, creditor, employee, or agent thereof or any of their
respective affiliates, members of their family, persons acting as nominees or in
con-

<PAGE>
                                      -8-


junction therewith, or (ii) have not been resold to the public pursuant to a
Registration Statement filed with the Commission under the Act or pursuant to an
exemption therefrom.

                  (b) In the event of a registration pursuant to the provisions
of this Section 7, the Company shall cause the Registrable Securities so
registered to be registered or qualified for sale under the securities and/or
blue sky laws of such jurisdictions as the holder or such holders (the "Eligible
Holders") may reasonably request; provided however, that the Company shall not
by reason of this Section 7(b) be required to qualify to do business in any
state in which it is not otherwise required to qualify to do business or to file
a general consent to service of process.

                  (c) The Company shall keep effective any registration or
qualification contemplated by this Section 7 and shall from time to time amend
or supplement each applicable registration statement, preliminary prospectus,
final prospectus, application, document, and communication for such period of
time as shall be required (but not less than eighteen (18) months) to permit the
Eligible Holders to complete the offer and sale of the Registrable Securities
covered thereby. If the Company fails to keep the Registration Statement
referred to in Section 7 above continuously effective during the requisite
period, then the Company shall promptly update the Registration Statement or
file a new registration statement covering the Registrable Securities remaining
unsold, subject to the terms and provisions hereof. Notwithstanding the
foregoing, the failure of the Company to keep effective any registration
statement contemplated by this Section 7 shall be deemed to be a breach of this
Section 7.

                  (d) In the event of a registration pursuant to the provisions
of this Section 7, the Company shall furnish to each Eligible Holder such
reasonable number of copies of the registration statement and of each amendment
and supplement thereto (in each case, including all exhibits), such reasonable
number of copies of each prospectus contained in such registration statement and
each supplement or amendment thereto (including each preliminary prospectus),
all of which shall conform to the requirements of the Act and the rules and
regulations thereunder. and such other documents as any Eligible Holder may
reasonably request to facilitate the disposition of the Registrable Securities
included in such registration.

                  (e) In the event of a registration pursuant to the provision
of this Section 7, the Company and each Eligible Holder shall enter into a
cross-indemnity agreement and a contribution agreement, each in customary form
with each underwriter, if any, and, if requested, enter into an underwriting
agreement containing customary representations, warranties, allocation of
expenses, and customary closing conditions, including, without limitation,
opinions of counsel and accountants' cold comfort letters, with any underwriter
who acquires any Registrable Securities.

<PAGE>
                                      -9-


                  (f) The Company agrees that until all the Registrable
Securities have been sold under a registration statement or pursuant to Rule 144
under the Act it shall keep current in filing all reports, statements and other
materials required to be filed with the Commission to permit holders of the
Registrable Securities to sell such securities under Rule 144.

                  (g) The Company agrees that each Eligible Holder of
Registrable Securities will suffer damages if the Company fails to fulfill its
obligations under this Section 7 and that ascertaining the extent of such
damages with precision would not be feasible. If the Company breaches this
Section 7, each Eligible Holder shall receive a cash payment equal to the
greater of (i) 10% of the Eligible Holder's aggregate per share Exercise Price
or (ii) 10% of the fair market value of the Common Stock multiplied by the
number of Warrant Shares held or which may be purchased by that Eligible Holder,
for each 30-day delay, or part thereof payable promptly after the expiration of
each 30 day period, in the filing of the registration statement or effective
date of the registration statement, whichever may be applicable. For purposes of
this Section, "fair market value" shall mean the average of the closing bid and
closing asked prices of the Common Stock on the five (5) consecutive trading
days immediately prior to the date of the Company's breach of this Section 7.

         8.       At any time during the Exercise Period, the Holder may, at its
option, exchange this Warrant, in whole or in part (a "Warrant Exchange"), into
the number of fully paid and non-assessable Warrant Shares determined in
accordance with this Section 8, by surrendering this Warrant at the principal
office of the Company or at the office of its transfer agent, accompanied by a
notice stating such Holder's intent to effect such exchange, the number of
Warrant Shares to be exchanged (the "Notice of Exchange") and the date on which
the Holder requests that such Warrant Exchange occur (the "Exchange Date").
Certificates for the Warrant Shares issuable upon such Warrant Exchange and, if
applicable, a new Warrant of like tenor evidencing the balance of the Warrant
Shares remaining subject to the Holder's Warrant certificate, shall be issued as
of the Exchange Date and delivered to the Holder within five (5) business days
following the Exchange Date. In connection with any Warrant Exchange, the
Holder's Warrant certificate shall represent the right to subscribe for and
acquire (i) the number of Warrant Shares (rounded to the next highest integer)
equal to the product of (A) the number of Warrant Shares as to which the
warrants are being exercised as specified by the Holder in its Notice of
Exchange (the "Total Share Number") multiplied by (y), a fraction, the numerator
of which is the Market Price (as defined herein) of the Common Stock less the
Exercise Price of the Warrant Shares and the denominator of which is the Market
Price per share of Common Stock. Solely for the purposes of this Section 8,
Market Price shall be calculated either (i) on the date on which the form of
election to exercise attached hereto is deemed to have been sent to the Company
or (ii) as the average of the Market Price for each of the five trading days
immediately preceding the Notice Date, whichever of (i) or (ii) results in a
greater Market Price.

<PAGE>
                                      -10-


                  For the purpose of this Section 8, the phrase "Market Price"
at any date shall be deemed to be the (i) last reported sale price on the last
trading day or, in case no such reported sale takes place on such day, the
average last reported sale price for the last three (3) trading days, in either
case as officially reported by the principal securities exchange on which the
Common Stock is listed or admitted to trading, or, (ii) if the Common Stock is
not listed or admitted to trading on any national securities exchange but is
listed or quoted upon the Nasdaq National Market or SmallCap Market (referred to
hereinafter as "NASDAQ"), the closing bid price on the last trading day, or, in
case no such reported bid takes place on such day, the average closing bid price
for the last three (3) trading days, as furnished by NASDAQ or similar
organization if NASDAQ is no longer reporting such information, or (iii) if the
Common Stock is not listed upon a principal exchange or quoted on NASDAQ, but
quotes for the Common Stock are available in the OTC Bulletin Board or "pink
sheets" the closing bid price on the last trading day, or, in case no such bid
takes place on such day, the average closing bid price for the last three (3)
trading days as furnished on the OTC Bulletin Board or any other reliable
reporting service or (iv) in the event the Common Stock is not traded upon a
principal exchange and not listed on NASDAQ and quotes are not available on the
OTC Bulletin Board or any other reliable reporting service, the price as
determined in good faith by resolution of the Board of Directors of the Company,
based on the best information available to it.

         9.       The shares of Common Stock received upon the exercise of this
Warrant are subject to certain Lock-Up provisions contained in the Subscription
Agreement between the Company and the original Holder of this Warrant.

         10.      (a) Subject to the conditions set forth below, the Company
agrees to indemnify and hold harmless each Eligible Holder, its officers,
directors, partners, employees, agents, and counsel, and each person. if any,
who controls any such person within the meaning of Section 15 of the Act or
Section 20(a) of the Exchange Act, from and against any and all loss, liability,
charge, claim, damage, and expense whatsoever (which shall include for all
purposes of this Section 8, without limitation, reasonable attorneys' fees and
any and all expense whatsoever incurred in investigating, preparing, or
defending against any litigation, commenced or threatened or any claim
whatsoever, and any and all amounts paid in settlement of any claim or
litigation), as and when incurred, arising out of, based upon, or in connection
with, or (i) any breach of any representation, warranty, covenant, or agreement
of the Company contained in any of the Warrants, any untrue statement or alleged
untrue statement of a material fact contained (A) in any registration statement,
preliminary prospectus, or final prospectus (as from time to time amended and
supplemented), or any amendment or supplement thereto relating to the sale of
any of the Registrable Securities, or (B) in any application or other document
or communication (in this Section 8 collectively called an "application")
executed by or on behalf of the Company or based upon written information
furnished by or

<PAGE>
                                      -11-


on behalf of the Company filed in any jurisdiction in order to
register or qualify any of the Registrable Securities under the securities or
blue sky laws thereof or filed with the commission or any securities exchange;
or any omission or alleged omission to state a material fact required to be
stated therein or necessary to make the statements therein not misleading,
unless such statement or omission was made in reliance upon and in conformity
with written information furnished to the Company with respect to such Eligible
Holder by or on behalf of such person expressly for inclusion in any
registration statement, preliminary prospectus, or final prospectus, or any
amendment or supplement thereto or in any application, as the case may be.
Notwithstanding the foregoing, the Company shall not be responsible for any
failure of Weatherly Securities Corp. ("Weatherly" ) to file, on behalf of the
Company, Blue Sky applications in jurisdictions where Weatherly is offering
Units (as defined in the Subscription Agreement) and where such application is
required by law. The foregoing agreement to indemnify, shall be in addition to
any liability the company may otherwise have, including liabilities arising
under any of the Warrants.

                  If any action is brought against any Eligible Holder or any of
its officers, directors, partners, employees, agents, or counsel, or any
controlling persons of such person (an "indemnified party") in respect of which
indemnity may be sought against the Company pursuant to the foregoing paragraph,
such indemnified party or parties shall promptly notify the Company in writing
of the institution of such action (but the failure so to notify shall not
relieve the Company from any liability under this Section 8(a) unless the
Company shall have been materially prejudiced by such failure or relieve the
Company from any liability other than pursuant to this Section 8(a)) and the
Company shall promptly assume the defense of such action, including the
employment of counsel (reasonably satisfactory to such indemnified party or
parties) and payment of expenses. Such indemnified party or parties shall have
the right to employ its or their own counsel in any such case, but the fees and
expenses of such counsel shall be at the expense of such indemnified party or
parties unless the employment of such counsel shall have been authorized in
writing by the Company in connection with the defense of such action, or the
Company shall not have employed counsel reasonably satisfactory to such
indemnified party or parties to have charge of the defense of such action or
such indemnified party, or parties shall have reasonably concluded that there
may be one or more legal defenses available to it or them or to other
indemnified parties which are different from or additional to those available to
the Company, in any of which events such fees and expenses shall be borne by the
Company and the Company shall not have the right to direct the defense of such
action on behalf of the indemnified party or parties. Anything in this Section 8
to the contrary, notwithstanding, the Company shall not be liable for any
settlement of any such claim or action effected without its written consent,
which shall not be unreasonably withheld. The Company agrees promptly to notify
the Eligible Holders of the commencement of any litigation or proceedings
against the Company or any of its officers or directors in connection with the
sale of any Registrable Securities or any preliminary prospectus, prospectus,

<PAGE>
                                      -12-


registration statement or amendment or supplement thereto, or any application
relating to any sale of any Registrable Securities.

                  (b) The Holder agrees to indemnify and hold harmless the
Company, each director of the Company, each officer of the Company who shall
have signed any registration statement covering Registrable Securities held by
the Holder, each other person, if any, who controls the Company within the
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, and its
or their respective counsel, to the same extent as the foregoing indemnity from
the Company to the Eligible Holders in Section 8(a), but only with respect to
statements or omissions, if any, made in any registration statement, preliminary
prospectus or final prospectus (as from time to time amended and supplemented),
or any amendment or supplement thereto, or in any application, in reliance upon
and in conformity with written information furnished to the Company with respect
to the Holder by or on behalf of the Holder expressly for inclusion in any such
registration statement, preliminary prospectus, or final prospectus, or an
amendment or supplement thereto, or in any application, as the case may be. If
any action shall be brought against the Company or any other person so
indemnified based on any such registration statement, preliminary prospectus, or
final prospectus, or any amendment or supplement thereto, or in any application,
and in respect of which indemnity may be sought against the Holder pursuant to
this Section 8(b), the Holder shall have the rights and duties given to the
Company, and the Company and each other person so indemnified shall have the
rights and duties given to the indemnified parties, by the provisions of Section
8(a). Notwithstanding the foregoing or anything to the contrary provided for in
this Warrant, the total aggregate liability of each Holder shall not exceed the
aggregate cash proceeds received by such Holder in connection with the sale of
the Warrant Shares, Warrant Securities and/or any Registrable Security.

                  (c) To provide for just and equitable contribution, if (i) an
indemnified party makes a claim for indemnification pursuant to Section 8(a) or
8(b) (subject to the limitations thereof) but it is found in a final judicial
determination not subject to further appeal, that such indemnification may not
be enforced in such case even though this Warrant expressly provides for
indemnification in such case, or (ii) any indemnified or indemnifying party
seeks contribution under the Act, the Exchange Act or otherwise, then the
Company (including for this purpose any contribution made by or on behalf of any
director of the Company, any officer of the Company who signed any such
registration statement, any controlling person of the Company, and its or their
respective counsel), as one entity, and the Eligible Holders of the Registrable
Securities included in such registration in the aggregate (including for this
purpose any contribution by or on behalf of an indemnified party), as a second
entity, shall contribute to the losses, liabilities, claims, damages, and
expenses whatsoever to which any of them may be subject, on the basis of
relevant equitable considerations such as the relative fault of the Company and
such Eligible Holders in connection with the facts which re-

<PAGE>
                                      -13-


sulted in such losses, claims, damages, and expenses. The relative fault, in the
case of an untrue statement, alleged untrue statement, omission, or alleged
omission, shall be determined by, among other things, whether such statement,
alleged statement, omission or alleged omission relates to information supplied
by the Company or by such Eligible Holders and the parties, relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement, alleged statement, omission, or alleged omission. The Company and the
Holder agree that it would be unjust and inequitable if the respective
obligations of the Company and the Eligible Holders for contribution were
determined by pro rata or per capita allocation of the aggregate losses,
liabilities, claims, damages. and expenses (even if the Eligible Holders and the
other indemnified parties were treated as one entity for such purpose) or by any
other method of allocation that does not reflect the equitable considerations
referred to in this Section 8(c). In no case shall any Eligible Holder be
responsible for a portion of the contribution obligation imposed on all Eligible
Holders in excess of its pro rata share based on the number of shares of Common
Stock owned (or which would be owned upon exercise of all Registrable
Securities) by it and included in such registration as compared to the number of
shares of Common Stock owned (or which would be owned upon exercise of all
Registrable Securities) by all Eligible Holders and included in such
registration. No person guilty of a fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who is not guilty of such fraudulent representation. For purposes of this
Section 8(c), each person, if any, who controls any Eligible Holder within the
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act and each
officer, director, partner, employee, agent, and counsel of each such Eligible
Holder or control person shall have the same rights to contribution as each
Eligible Holder or control person and each person, if any, who controls the
Company within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, each officer of the Company who shall have signed any such
registration statement, each director of the Company, and its or their
respective counsel shall have the same rights to contribution as the company,
subject in each case to the provisions of this Section 8(c). Anything in this
Section 8(c) to the contrary, notwithstanding, no party shall be liable for
contribution with respect to the settlement of any claim or action effected
without its written consent. This Section 8(c) is intended to supersede any
right to contribution under the Act, the Exchange Act or otherwise.

         11.      Unless registered pursuant to the provisions of Section 7
hereof, the Warrant Shares issued upon exercise of the Warrants shall be subject
to a stop transfer order and the certificate or certificates evidencing such
warrant Shares shall bear the following legend:

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                  "ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH
                  SECURITIES NOR ANY INTEREST

<PAGE>
                                      -14-


                  THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
                  TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT
                  THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE
                  SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF
                  COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND
                  OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
                  SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
                  TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE
                  REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE
                  SECURITIES LAWS."

         In addition, any Warrants issued upon transfer or any new Warrants
issued shall bear a similar legend.

         12.      Upon receipt of evidence satisfactory to the Company of the
loss, theft, destruction, or mutilation of any Warrant (and upon surrender of
any Warrant if mutilated) including an affidavit of the Holder thereof that this
Warrant has been lost, stolen, destroyed or mutilated, together with an
indemnity against any claim that may be made against the Company on account of
such lost, stolen, destroyed or mutilated Warrant, and upon reimbursement of the
Company's reasonable incidental expenses, the Company shall execute and deliver
to the Holder thereof a new Warrant of like date, tenor, and denomination.

         13.      The Holder of any Warrant shall not have solely on account of
such status, any rights of a stockholder of the Company, either at law or in
equity, or to any notice of meetings of stockholders or of any other proceedings
of the Company except as provided in this warrant.

         14.      This Warrant shall be construed in accordance with the laws of
the State of New York applicable to contracts made and performed within such
State, without regard to principles governing conflicts of law.

         15.      The Company irrevocably consents to the jurisdiction of the
courts of the State of New York and of any federal court located in such State
in connection with any action or proceeding arising out of or relating to this
Warrant, any document or instrument delivered pursuant to, in connection with or
simultaneously with this Warrant. or a breach of this Warrant or any such
document or instrument. In any such action or proceeding, the Company waives
personal service of any summons, complaint or other process and agrees that
service thereof may be made in accordance with Section 11(G)(ii) of the
Subscription Agreement. Within 30 days after such service, or such other time as
may be mutually agreed upon in

<PAGE>
                                      -15-


writing by the attorneys for the parties to such
action or proceeding, the Company shall appear to answer such summons, complaint
or other process.

         16.      Any or other communication required or permitted to be given
hereunder shall be in writing and shall be mailed by certified mail, return
receipt requested, or by Federal Express, Express Mail or similar overnight
deliver, or courier service or delivered (in person or by telecopy, telex or
similar telecommunications equipment) against receipt to the party to whom it is
to be given, (i) if to the Company, at 1000 Universal Studios Plaza, Building
22A, Orlando, Florida 32819, Attention: President, (ii) if to the Holder, at its
address set forth on the first page hereof, or (iii) in either case, to such
other address as the party shall have furnished in writing in accordance with
the provisions of this Section 15. Notice to the estate of any party shall be
sufficient if addressed to the party as provided in this Section 15. Any notice
or other communication given by certified mail shall be deemed given at the time
of certification thereof except for a notice changing a party's address which
shall be deemed given at the time of receipt thereof. Any notice given by other
means permitted by this Section 5 shall be deemed given at the time of receipt
thereof.

         17.      No course of dealing and no delay or omission on the part of
the Holder in exercising any right or remedy shall operate as a waiver thereof
or otherwise prejudice the Holder's rights, powers or remedies. No right, power
or remedy conferred by this Warrant upon the Holder shall be exclusive of any
other right, power or remedy referred to herein or now or hereafter available at
law, in equity, by statute or otherwise, and all such remedies may be exercised
singly or concurrently.

<PAGE>
                                      -16-


         18.      This Warrant may be amended only by a written instrument
executed by the Company and the Holder hereof. Any amendment shall be endorsed
upon this Warrant, and all future Holders shall be bound thereby.

<TABLE>
<CAPTION>

Dated:  March 28, 2000

<S>                                        <C>
                                           VICTORY ENTERTAINMENT
                                           CORPORATION

                                           By:
                                              --------------------------------
                                              Name:  Michael Gerber
                                              Title: Present and Chief Executive
                                                     Officer

--------------------------------
------------------------, Secretary
</TABLE>


<PAGE>

                               FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the
attached Warrant.)

         FOR VALUE RECEIVED, _____________________________ hereby sells,
assigns. and transfers unto_________________________ a Warrant to purchase
________________ shares of Common Stock, par value $___ per share, of Victory
Entertainment Corp. (the "Company"), together with all right, title, and
interest therein, and does hereby irrevocably constitute and appoint
_________________ attorney to transfer such Warrant on the books of the Company,
with full power of substitution.

<TABLE>
<CAPTION>

<S>                                         <C>
Dated:--------------------------
                                            Signature
                                                     --------------------------

                                            Signature Guarantee
                                                     --------------------------
</TABLE>


                                     NOTICE

         The signature on the foregoing Assignment must correspond to the name
as written upon the face of this Warrant in every particular, without alteration
or enlargement or any change whatsoever.


<PAGE>

         To:      Victory Entertainment Corporation
                  1000 Universal Studies Plaza
                  Building 22A
                  Orlando, Florida  32819

                              ELECTION TO EXERCISE

The undersigned hereby exercises his or its rights to purchase_______________
Warrant Shares covered by the within Warrant and tenders payment herewith in the
amount of $___________ in accordance with the terms thereof, and requests that
certificates for such securities be issued in the name of, and delivered to:

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

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

--------------------------------------------------------------------------------
     (Print Name, Address and Social Security or Tax Identification Number)

and, if such number of Warrant shares shall not be all the Warrant Shares
covered by the within Warrant, that a new Warrant for the balance of the Warrant
Shares covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.

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

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

--------------------------------------------------------------------------------
     (Print Name, Address and Social Security or Tax Identification Number)

and, if such number of Warrant Shares shall not be all the Warrant Shares
covered by the within Warrant, that a new Warrant for the balance of the Warrant
Shares covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.

Dated:--------------------------

                                                Name:
                                                     --------------------------
                                                     (Print)

Address:-----------------------------------------------------------------------


                                                -------------------------------
                                                (Signature)


                                                -------------------------------
                                                (Signature Guarantee)

<PAGE>
                                      -2-


                                                -------------------------------
                                                (Signature Guarantee)