Exhibit 4.8


                                                                    Note Warrant

THE REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT
WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED.

                VOID AFTER 5:00 P.M. EASTERN TIME, JUNE 25, 2007

                                     WARRANT

                               For the Purchase of

                         291,285 Shares of Common Stock

                                       of

                             FIRST LOOK MEDIA, INC.

1.       Warrant.

         THIS CERTIFIES THAT, for good and valuable consideration, duly given by
or on behalf of Seven Hills Pictures, LLC, a Connecticut limited liability
company ("Holder"), as registered owner of this Warrant, to First Look Media,
Inc., a Delaware corporation ("Company"), Holder is entitled, at any time or
from time to time at or after the date that the Secured Convertible Promissory
Note, dated of even date herewith, made by the Company to Holder in the
principal amount of $2,000,000 (together with any renewal or replacement
thereof, the "Convertible Note") is initially converted in whole or part
("Commencement Date"), and at or before 5:00 p.m., Eastern Time, June 25, 2007
("Expiration Date"), but not thereafter, to purchase and receive, in whole or in
part, that portion of Two Hundred Ninety-One Thousand Two Hundred Eighty-Five
(291,285) shares of Common Stock of the Company, $.001 par value ("Common
Stock") determined by multiplying the Vested Percentage by the total number of
shares of Common Stock then remaining for purchase under this Warrant. The
"Vested Percentage" shall be determined at any time by dividing the principal
amount of the Convertible Note being converted by the then unconverted principal
amount of the Converted Note (including such principal amount to be converted).
If the Expiration Date is a day on which banking institutions are authorized by
law to close, then this Warrant may be exercised on the next succeeding day
which is not such a day in accordance with the terms herein. During the period
ending on the Expiration Date, the Company agrees not to take any action that
would terminate this Warrant. This Warrant is initially exercisable at $3.40 per
share of Common Stock purchased; provided, however, that upon the occurrence of
any of the events specified in Section 6 hereof, the rights granted by this
Warrant, including the exercise price and the number of shares of Common Stock
to be received upon such exercise, shall be adjusted as therein specified. The
term "Exercise Price" shall mean the initial exercise price or the adjusted
exercise price, depending on the context, of a share of Common Stock issuable
upon exercise of this Warrant. The term "Securities" shall mean the shares of
Common Stock issuable upon exercise of this Warrant.



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2.       Exercise.

         2.1 Exercise Form. In order to exercise this Warrant, the exercise form
attached hereto must be duly executed and completed and delivered to the
Company, together with this Warrant and payment of the Exercise Price for the
Securities being purchased.

         2.2 Legend. Each certificate for Securities purchased under this
Warrant shall bear a legend as follows, unless such Securities have been
registered under the Securities Act of 1933, as amended ("Securities Act"):

         "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES
         ACT") OR APPLICABLE STATE LAW. THE SECURITIES MAY NOT BE OFFERED FOR
         SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
         REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN
         EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE
         STATE LAW."

         2.3 Conversion Right.

                  2.3.1 Determination of Amount. In lieu of the payment of the
Exercise Price in cash, the Holder shall have the right (but not the obligation)
to convert this Warrant, in whole or in part, into Common Stock ("Conversion
Right"), as follows: upon exercise of the Conversion Right, the Company shall
deliver to the Holder (without payment by the Holder of any of the Exercise
Price) that number of shares of Common Stock equal to the quotient obtained by
dividing (x) the "Value" (as defined below) of the portion of the Warrant being
converted at the time the Conversion Right is exercised by (y) the Market Price.
The "Value" of the portion of the Warrant being converted shall equal the
remainder derived from subtracting (a) the Exercise Price multiplied by the
number of shares of Common Stock being converted from (b) the Market Price of
the Common Stock multiplied by the number of shares of Common Stock being
converted. As used herein, the term "Market Price" at any date shall be deemed
to be the last reported sale price of the Common Stock on such date, or, in case
no such reported sale takes place on such day, the average of the last reported
sale prices for the immediately preceding three 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, if the Common Stock is not listed or
admitted to trading on any national securities exchange or if any such exchange
on which the Common Stock is listed is not its principal trading market, the
last reported sale price as furnished by the National Association of Securities
Dealers, Inc. ("NASD") through the Nasdaq National Market or SmallCap Market,
or, if applicable, the OTC Bulletin Board or BBX, or if the Common Stock is not
listed or admitted to trading on any of the foregoing markets, or similar
organization, as determined in good faith by resolution of the Board of
Directors of the Company, based on the best information available to it.

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                  2.3.2 Exercise of Conversion Right. The Conversion Right may
be exercised by the Holder on any business day on or after the Commencement Date
and not later than the Expiration Date by delivering the Warrant with a duly
executed exercise form attached hereto with the conversion section completed to
the Company, exercising the Conversion Right and specifying the total number of
shares of Common Stock the Holder will purchase pursuant to such conversion.


3.       Transfer.

         3.1 General Restrictions. The registered Holder of this Warrant, by its
acceptance hereof, agrees that it will not sell, transfer, assign or hypothecate
this Warrant to anyone except upon compliance with, or pursuant to exemptions
from, applicable securities laws. This Warrant shall not be transferred to any
person or entity operating in the film distribution or home DVD or video
entertainment industry without the prior written consent of the Company. In
order to make any permitted assignment, the Holder must deliver to the Company
the assignment form attached hereto duly executed and completed, together with
this Warrant and payment of all transfer taxes, if any, payable in connection
therewith. The Company shall immediately transfer this Warrant on the books of
the Company and shall execute and deliver a new Warrant or Warrants of like
tenor to the appropriate assignee(s) expressly evidencing the right to purchase
the aggregate number of shares of Common Stock purchasable hereunder or such
portion of such number as shall be contemplated by any such assignment.
Notwithstanding the foregoing, Holder may distribute the Warrant to its members
owning limited liability company interests of Holder, subject to such transferee
executing documents reasonably acceptable to the Company to insure compliance
with all applicable federal and state securities laws.

         3.2 Restrictions Imposed by the Securities Act. This Warrant and the
Securities underlying this Warrant shall not be transferred unless and until (i)
the Company has received the opinion of counsel for the Holder that such
securities may be sold pursuant to an exemption from registration under the
Securities Act, and applicable state law, the availability of which is
established to the reasonable satisfaction of the Company, or (ii) a
registration statement relating to such Securities has been filed by the Company
and declared effective by the Securities and Exchange Commission and compliance
with applicable state law.


4.       New Warrants to be Issued.

         4.1 Partial Exercise or Transfer. Subject to the restrictions in
Section 3 hereof, this Warrant may be exercised or assigned in whole or in part.
In the event of the exercise or assignment hereof in part only, upon surrender
of this Warrant for cancellation, together with the duly executed exercise or
assignment form and funds sufficient to pay any Exercise Price and/or transfer
tax, the Company shall cause to be delivered to the Holder without charge a new
Warrant of like tenor to this Warrant in the name of the Holder evidencing the
right of the Holder to purchase the aggregate number of shares of Common Stock
and Warrants purchasable hereunder as to which this Warrant has not been
exercised or assigned.

         4.2 Lost Certificate. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
and of reasonably satisfactory indemnification, the Company shall execute and
deliver a new Warrant of like tenor and date. Any such new Warrant executed and
delivered as a result of such loss, theft, mutilation or destruction shall
constitute a substitute contractual obligation on the part of the Company.

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5.       [Reserved]

6.       Adjustments.

6.1 Structural Adjustments to Exercise Price and Number of Securities. The
Exercise Price and the number of shares of Common Stock underlying this Warrant
shall be subject to adjustment from time to time as hereinafter set forth:

                  6.1.1 Stock Dividends - Recapitalization, Reclassification,
Split-Ups. If, after the date hereof, the number of outstanding shares of Common
Stock is increased by a stock dividend on the Common Stock payable in shares of
Common Stock or by a split-up, recapitalization or reclassification of shares of
Common Stock or other similar event, then, on the effective date thereof, the
number of shares of Common Stock issuable on exercise of this Warrant shall be
increased in proportion to such increase in outstanding shares.

                  6.1.2 Aggregation of Shares. If, after the date hereof, the
number of outstanding shares of Common Stock is decreased by a reverse split,
consolidation, combination or reclassification of shares of Common Stock or
other similar event, then, upon the effective date thereof, the number of shares
of Common Stock issuable on exercise of this Warrant shall be decreased in
proportion to such decrease in outstanding shares.

                  6.1.3 Adjustments in Exercise Price. Whenever the number of
shares of Common Stock purchasable upon the exercise of this Warrant is
adjusted, as provided in this Section 6.1, the Exercise Price shall be adjusted
(to the nearest cent) by multiplying such Exercise Price immediately prior to
such adjustment by a fraction (x) the numerator of which shall be the number of
shares of Common Stock purchasable upon the exercise of this Warrant immediately
prior to such adjustment, and (y) the denominator of which shall be the number
of shares of Common Stock so purchasable immediately thereafter.

                  6.1.4 Replacement of Securities upon Reorganization, etc. In
case of any split up, recapitalization or reclassification of the outstanding
shares of Common Stock other than a change covered by Section 6.1.1 or 6.1.2
hereof or which solely affects the par value of such shares of Common Stock, or
in the case of any merger or consolidation of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the
continuing corporation and which does not result in any split up,
recapitalization or reclassification of the outstanding shares of Common Stock),
or in the case of any sale or conveyance to another corporation or entity of the
property of the Company as an entirety or substantially as an entirety in
connection with which the Company is dissolved, the Holder of this Warrant shall
have the right thereafter (until the expiration of the right of exercise of this
Warrant) to receive upon the exercise hereof, for the same aggregate Exercise
Price payable hereunder immediately prior to such event, the kind and amount of
shares of stock or other securities or property (including cash) receivable upon
such split-up, reclassification, reorganization, merger or consolidation, or
upon a dissolution following any such sale or other transfer, by a Holder of the
number of shares of Common Stock of the Company obtainable upon exercise of this
Warrant immediately prior to such event; and if any reclassification also
results in a change in shares of Common Stock covered by Section 6.1.1 or 6.1.2,
then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2, 6.1.3 and
this Section 6.1.4. The provisions of this Section 6.1.4 shall similarly apply
to successive split-ups, reclassifications, reorganizations, mergers or
consolidations, sales or other transfers.

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         6.2 Adjustment upon Issuances of Securities for Cash.

         (i) Until December 25, 2004, if the Company shall issue ("Subject
Issuance") any Additional Stock (as defined below) for cash at an Effective
Price (as defined in subsection (ix) below) of less than $2.30:

                  (a) the Exercise Price in effect immediately prior to the
Subject Issuance ("Original Exercise Price") shall be adjusted to a price ("New
Exercise Price") determined by multiplying the Original Exercise Price by a
fraction, the numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to the Subject Issuance plus the number of shares
of Common Stock that the aggregate cash consideration received by the Company in
the Subject Issuance would purchase at the Original Exercise Price, and the
denominator of which shall be the number of shares of Common Stock outstanding
immediately prior to the Subject Issuance plus the number of shares of
Additional Stock issued in the Subject Issuance; and

                  (b) the number of shares of Common Stock purchasable under
this Warrant shall be adjusted to a number determined by multiplying the
aggregate number of shares of Common Stock purchasable hereunder immediately
prior to the Subject Issuance by a fraction, the numerator of which is the
Original Exercise Price and the denominator of which is the New Exercise Price.

         (ii) For the purpose of the calculation in subsection (i), the number
of shares of Common Stock outstanding immediately prior to the Subject Issuance
shall be the sum of (1) the number of shares of Common Stock actually
outstanding, (2) the number of shares of Common Stock then issuable upon the
exercise of this Warrant (and the related Warrant, of even date herewith, in
favor of the Holder) and (3) the number of shares of Common Stock, if any,
deemed issued pursuant to Section 6.2(v) below.

         (iii) For the purpose of the calculation in subsection (i), the cash
consideration received by the Company for any issue or sale of Additional Stock
shall be computed at the net amount of cash received by the Company after
deduction of any underwriting or similar commissions, compensation or
concessions paid or allowed by the Company in connection with such issue or sale
but without deduction of any expenses payable by the Company.

         (iv) If Additional Stock or Convertible Securities (as defined in
subsection (v) below) are sold together with other stock or securities or other
assets of the Company for a consideration which covers both, the cash
consideration received by the Company shall be computed as the portion of such
consideration that may be reasonably determined in good faith by the Board of
Directors of the Company to be allocable to such Additional Stock and
Convertible Securities.

         (v) For the purpose of the calculation in subsection (i), if the
Company issues or sells any (a) stock or other securities convertible into,
Additional Stock (such convertible stock or securities being hereinafter
referred to as "Convertible Securities") or (b) rights or options for the
purchase of Additional Stock or Convertible Securities, and if the exercise
price for such Additional Stock is less than the Original Exercise Price, in
each case the Company shall be deemed to have issued at the time of the issuance
of such rights or options or Convertible Securities the maximum number of shares
of Additional Stock issuable upon exercise or conversion thereof and to have
received as consideration for the issuance of such shares an amount equal to the
total amount of the consideration, if any, received by the Company for the
issuance of such rights or options or Convertible Securities, plus, in the case
of such rights or options, the minimum amounts of consideration, if any, payable
to the Company upon the exercise of such rights or options, plus, in the case of
Convertible Securities, the minimum amounts of consideration, if any, payable to
the Company (other than by cancellation of liabilities or obligations evidenced
by such Convertible Securities) upon the conversion thereof.

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         (vi) If, in the case of Convertible Securities, the minimum amounts of
such consideration cannot be ascertained, but are a function of anti-dilution or
similar protective clauses, the Company shall be deemed to have received the
minimum amounts of consideration without reference to such clauses; provided,
further, that if the minimum amount of consideration payable to the Company upon
the exercise or conversion of rights, options or Convertible Securities is
reduced over time or on the occurrence or non-occurrence of specified events
other than by reason of anti-dilution adjustments, the Effective Price shall be
recalculated using the figure to which such minimum amount of consideration is
reduced; and provided, further, that if the minimum amount of consideration
payable to the Company upon the exercise or conversion of such rights, options
or Convertible Securities is subsequently increased, the Effective Price shall
be again recalculated using the increased minimum amount of consideration
payable to the Company upon the exercise or conversion of such rights, options
or Convertible Securities.


         (vii) No further adjustment of the Original Exercise Price, as adjusted
upon the issuance of such rights, options or Convertible Securities, shall be
made as a result of the actual issuance of Additional Stock on the exercise of
any such rights or options or the conversion of any such Convertible Securities.
If any such rights or options or the conversion privilege represented by any
such Convertible Securities shall expire without having been exercised, the
Original Exercise Price, as adjusted upon the issuance of such rights, options
or Convertible Securities shall be readjusted to the Original Exercise Price
which would have been in effect had an adjustment been made on the basis that
the only Additional Stock so issued were the Additional Stock, if any, actually
issued or sold on the exercise of such rights or options or rights of conversion
of such Convertible Securities, and such Additional Stock, if any, were issued
or sold for the consideration actually received by the Company upon such
exercise, plus the consideration, if any, actually received by the Company for
the granting of all such rights or options, whether or not exercised, plus the
consideration received for issuing or selling the Convertible Securities
actually converted, plus the consideration, if any, actually received by the
Company (other than by cancellation of liabilities or obligations evidenced by
such Convertible Securities) on the conversion of such Convertible Securities.


         (viii) "Additional Stock" shall mean all shares of Common Stock issued
by the Company or deemed to be issued pursuant to this subsection after the date
of this Warrant, whether or not subsequently reacquired or retired by the
Company other than (a) shares of Common Stock (or options, warrants or other
Common Stock purchase rights issued pursuant to such options, warrants or other
rights) issued or to be issued to employees, officers or directors of, or
consultants or advisors to the Company or any subsidiary, pursuant to stock
purchase or stock option plans or other arrangements that are approved by the
Board of Directors of the Company; (b) stock issued pursuant to any rights,
options and warrants outstanding as of the date of this Warrant; (c) shares of
Common Stock issued in connection with any stock split, stock dividend or
recapitalization by the Company; (d) shares of Common Stock issued upon exercise
or conversion of this Warrant; (e) any securities issued by the Company in a
firm commitment underwriting pursuant to a registration statement filed under
the Securities Act; and (f) any options or warrants for the purchase or shares
of Common Stock issued in connection with the acquisition of business or assets
of another Person (other than an "affiliate" of the Company (as that term is
defined in Rule 405 promulgated under the Securities Act)) or other strategic
transactions, such as joint ventures or marketing or distribution arrangements,
involving the Company and another such Person.

                                       6

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         (ix) The "Effective Price" of Additional Stock shall mean the quotient
determined by dividing the total number of shares of Additional Stock issued or
sold, or deemed to have been issued or sold by the Company under this
subsection, into the aggregate cash consideration received, or deemed to have
been received by the Company for such issue under this subsection, for such
Additional Stock.

         6.3 Changes in Form of Warrant. This form of Warrant need not be
changed because of any change pursuant to this Section, and Warrants issued
after such change may state the same Exercise Price and the same number of
shares of Common Stock and Warrants as are stated in the Warrants initially
issued pursuant to this Agreement. The acceptance by any Holder of the issuance
of new Warrants reflecting a required or permissive change shall not be deemed
to waive any rights to a prior adjustment or the computation thereof.

         6.4 Elimination of Fractional Interests. The Company shall not be
required to issue certificates representing fractions of shares of Common Stock
upon the exercise of this Warrant, nor shall it be required to issue scrip or
pay cash in lieu of any fractional interests, it being the intent of the parties
that all fractional interests shall be eliminated by rounding any fraction up to
the nearest whole number of shares of Common Stock or other securities,
properties or rights.

7.       Reservation of Shares. The Company shall at all times reserve and keep
available out of its authorized shares of Common Stock, solely for the purpose
of issuance upon exercise of this Warrant, such number of shares of Common Stock
or other securities, properties or rights as shall be issuable upon the exercise
thereof. The Company covenants and agrees that, upon exercise of the Warrants
and payment of the Exercise Price therefor, all shares of Common Stock and other
securities issuable upon such exercise shall be duly and validly issued, fully
paid and non-assessable and not subject to preemptive rights of any stockholder.

8.       Certain Notice Requirements.

         8.1 Holder's Right to Receive Notice. Nothing herein shall be construed
as conferring upon the Holders the right to vote or consent or to receive notice
as a stockholder for the election of directors or any other matter, or as having
any rights whatsoever as a stockholder of the Company. If, however, at any time
prior to the expiration of the Warrants and their exercise, any of the events
described in Section 8.2 shall occur, then, in one or more of said events, the
Company shall give written notice of such event at least ten days prior to the
date fixed as a record date or the date of closing the transfer books for the
determination of the stockholders entitled to such dividend, distribution,
conversion or exchange of securities or subscription rights, or entitled to vote
on such proposed dissolution, liquidation, winding up or sale. Such notice shall
specify such record date or the date of the closing of the transfer books, as
the case may be.

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         8.2 Events Requiring Notice. The Company shall be required to give the
notice described in this Section 8 upon one or more of the following events: (i)
if the Company shall take a record of the holders of its shares of Common Stock
for the purpose of entitling them to receive a dividend or distribution, or (ii)
the Company shall offer to all the holders of its Common Stock any additional
shares of capital stock of the Company or securities convertible into or
exchangeable for shares of capital stock of the Company, or any option, right or
warrant to subscribe therefor, or (iii) a merger or reorganization in which the
Company is not the surviving party, or (iv) a dissolution, liquidation or
winding up of the Company (other than in connection with a consolidation or
merger) or a sale of all or substantially all of its property, assets and
business shall be proposed.

         8.3 Notice of Change in Exercise Price. The Company shall, promptly
after an event requiring a change in the Exercise Price pursuant to Section 6
hereof, send notice to the Holders of such event and change ("Price Notice").
The Price Notice shall describe the event causing the change and the method of
calculating same and shall be certified as being true and accurate by two
officers of the Company.

         8.4 Transmittal of Notices. All notices, requests, consents and other
communications under this Warrant shall be in writing and shall be deemed to
have been duly made on the date of delivery if delivered personally or sent by
overnight courier, with acknowledgment of receipt by the party to which notice
is given, or on the fifth day after mailing if mailed to the party to whom
notice is to be given, by registered or certified mail, return receipt
requested, postage prepaid and properly addressed as follows: (i) if to the
registered Holder of this Warrant, to the address of such Holder as shown on the
books of the Company, or (ii) if to the Company, to its principal executive
office.

9.       Miscellaneous.

         9.1 Headings. The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Warrant.

         9.2 Entire Agreement. This Warrant (together with the other agreements
and documents being delivered pursuant to or in connection with this Warrant)
constitutes the entire agreement of the parties hereto with respect to the
subject matter hereof, and supersedes all prior agreements and understandings of
the parties, oral and written, with respect to the subject matter hereof.

         9.3 Binding Effect. This Warrant shall inure solely to the benefit of
and shall be binding upon, the Holder and the Company and their respective
successors, legal representatives and assigns, and no other person shall have or
be construed to have any legal or equitable right, remedy or claim under or in
respect of or by virtue of this Warrant or any provisions herein contained.

         9.4 Governing Law. This Warrant shall be governed by and construed and
enforced in accordance with the law of the State of Delaware, without giving
effect to conflict of laws.

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         9.5 Waiver, Etc. The failure of the Company or the Holder to at any
time enforce any of the provisions of this Warrant shall not be deemed or
construed to be a waiver of any such provision, nor to in any way affect the
validity of this Warrant or any provision hereof or the right of the Company or
any Holder to thereafter enforce each and every provision of this Warrant. No
waiver of any breach, non-compliance or non-fulfillment of any of the provisions
of this Warrant shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such
waiver is sought; and no waiver of any such breach, non-compliance or
non-fulfillment shall be construed or deemed to be a waiver of any other or
subsequent breach, non-compliance or non-fulfillment.

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         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer as of the 25th day of June, 2002.


                                                     FIRST LOOK MEDIA, INC.



                                                     By: /s/ Christopher Cooney
                                                        ------------------------
                                                        Christopher Cooney
                                                        Chief Executive Officer


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Form to be used to exercise Warrant:

First Look Media, Inc.

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

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

Date:  _____________________, 200___

         The undersigned hereby elects irrevocably to exercise the within
Warrant and to purchase ________ shares of Common Stock of First Look Media,
Inc. and hereby makes payment of $____________ (at the rate of $_________ per
share of Common Stock) in payment of the Exercise Price pursuant thereto. Please
issue the Common Stock as to which this Warrant is exercised in accordance with
the instructions given below.

                                       or

         The undersigned hereby elects irrevocably to convert its right to
purchase ____________ shares of Common Stock purchasable under the within
Warrant into __________ shares of Common Stock of
__________________________________________ (based on a "Market Price" of
$________ per share of Common Stock). Please issue the Common Stock in
accordance with the instructions given below.

                                                     ---------------------------
                                                     Signature


         NOTICE: The signature to this form must correspond with the name as
written upon the face of the within Warrant in every particular without
alteration or enlargement or any change whatsoever.



                   INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name              ________________________________________________________
                            (Print in Block Letters)

Address           ________________________________________________________

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Form to be used to assign Warrant:

                                   ASSIGNMENT


         (To be executed by the registered Holder to effect a transfer of the
within Warrant):

         FOR VALUE RECEIVED, ________________________________ does hereby sell,
assign and transfer unto _________________________________ the right to purchase
_____________________ shares of Common Stock of First Look Media, Inc.
("Company") evidenced by the within Warrant and does hereby authorize the
Company to transfer such right on the books of the Company.


Dated:____________________, 200___



                                                     ---------------------------
                                                     Signature


-----------------------------
Signature Guaranteed



         NOTICE: The signature to this form must correspond with the name as
written upon the face of the within Warrant in every particular without
alteration or enlargement or any change whatsoever, and must be guaranteed by a
bank, other than a savings bank, or by a trust company or by a firm having
membership on a registered national securities exchange.

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