<PAGE>

Exhibit 10.2


THE  SECURITIES  REPRESENTED  BY THESE  WARRANTS AND THE COMMON  STOCK  ISSUABLE
THEREBY HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES  ACT"), OR ANY OTHER APPLICABLE  SECURITIES LAW. THE SECURITIES
REPRESENTED  BY THESE  WARRANTS MAY NOT BE  TRANSFERRED,  EXCEPT  PURSUANT TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER,  OR  IN  A  TRANSACTION  EXEMPT  FROM
REGISTRATION  UNDER,  THE  SECURITIES  ACT  AND IN  ACCORDANCE  WITH  ANY  OTHER
APPLICABLE SECURITIES LAWS.


                                    WARRANTS

                           to Purchase Common Stock of


                       TriMedia Entertainment Group, Inc.


                          Expiring on October 30, 2007



         This Common Stock Purchase  Warrant (the "Warrant")  certifies that for
value  received,  Trident Growth Fund,  L.P. (the  "Holder") or its assigns,  is
entitled  to  subscribe  for and  purchase  from  the  Company  (as  hereinafter
defined), in whole or in part, 10,000 shares of duly authorized, validly issued,
fully paid and nonassessable  shares of Common Stock (as hereinafter defined) at
an initial Exercise Price (as hereinafter defined) of $1.50,  subject,  however,
to the provisions and upon the terms and conditions  hereinafter set forth.  The
number of  Warrants  (as  hereinafter  defined),  the number of shares of Common
Stock  purchasable  hereunder,  and the Exercise Price  therefore are subject to
adjustment as hereinafter  set forth.  These  Warrants and all rights  hereunder
shall  expire  on  5:00  p.m.,  Houston,  Texas  time,  October  30,  2007  (the
"Expiration Date").

                                    ARTICLE I
                                   Definitions

         As used herein,  the following  terms shall have the meanings set forth
below:

     1.1 "COMPANY"  shall mean TriMedia  Entertainment  Group,  Inc., a Delaware
corporation,  and shall also include any  successor  thereto with respect to the
obligations hereunder, by merger, consolidation or otherwise.

     1.2  "COMMON  STOCK"  shall mean and include the  Company's  common  stock,
$0.0001 par value per share,  authorized  on the date of the  original  issue of
these  Warrants  and  shall  also  include  (i) in case  of any  reorganization,
reclassification,  consolidation,  merger,  share exchange or sale,  transfer or
other disposition of assets, the stock or other securities  provided for herein,
and (ii) any other  shares of common stock of the Company into which such shares
of Common Stock may be converted.

     1.3 "EXERCISE  PRICE" shall mean the initial  exercise  price of $1.50,  as
adjusted from time to time pursuant to the provisions hereof.
<PAGE>



     1.4 "MARKET  PRICE" for any day, when used with  reference to Common Stock,
shall mean the price of said Common  Stock  determined  by reference to the last
reported sale price for the Common Stock on such day on the principal securities
exchange  on which the Common  Stock is listed or  admitted  to trading or if no
such sale takes  place on such date,  the  average of the  closing bid and asked
prices  thereof as  officially  reported,  or, if not so listed or  admitted  to
trading on any securities exchange,  the last sale price for the Common Stock on
the National  Association of Securities  Dealers  national market system on such
date,  or, if there  shall  have been no  trading  on such date or if the Common
Stock  shall not be listed on such  system,  the  average of the closing bid and
asked prices in the over-the-counter market as furnished by any NASD member firm
selected  from time to time by the  Company  for such  purpose or, if the Common
Stock  is not  traded,  then  such  price  as is  reasonably  determined  by the
Company's Board of Directors.

     1.5  "WARRANT"  shall mean the right upon  exercise to purchase one Warrant
Share.

     1.6 "WARRANT  SHARES"  shall mean the shares of Common  Stock  purchased or
purchasable by the holder hereof upon the exercise of the Warrants.


                                   ARTICLE II
                              Exercise of Warrants

     2.1 METHOD OF EXERCISE. The Warrants represented hereby may be exercised by
the holder hereof,  in whole or in part, at any time and from time to time on or
after the date hereof until 5:00 p.m.,  Houston,  Texas time, on the  Expiration
Date. To exercise the Warrants,  the holder hereof shall deliver to the Company,
at the Warrant Office designated herein, (i) a written notice in the form of the
Subscription Notice attached as an exhibit hereto,  stating therein the election
of  such  holder  to  exercise  the  Warrants  in  the  manner  provided  in the
Subscription  Notice;  (ii) payment in full of the Exercise Price (A) in cash or
by bank check for all  Warrant  Shares  purchased  hereunder,  or (B)  through a
"cashless" or "net-issue"  exercise of each such Warrant ("Cashless  Exercise");
the holder shall exchange each Warrant  subject to a Cashless  Exercise for that
number of Warrant Shares  determined by multiplying the number of Warrant Shares
issuable hereunder by a fraction, the numerator of which shall be the difference
between (x) the Market Price and (y) the Exercise  Price for each such  Warrant,
and the denominator of which shall be the Market Price; the Subscription  Notice
shall set forth the  calculation  upon which the Cashless  Exercise is based, or
(C) a combination of (A) and (B) above;  and (iii) these Warrants.  The Warrants
shall be deemed to be  exercised  on the date of receipt  by the  Company of the
Subscription Notice, accompanied by payment for the Warrant Shares and surrender
of these  Warrants,  as  aforesaid,  and such date is  referred to herein as the
"Exercise  Date".  Upon  such  exercise,  the  Company  shall,  as  promptly  as
practicable  and in any event within five  business  days,  issue and deliver to
such holder a  certificate  or  certificates  for the full number of the Warrant
Shares purchased by such holder hereunder,  and shall,  unless the Warrants have
expired,  deliver to the holder hereof a new Warrant  representing the number of
Warrants,  if any,  that shall not have been  exercised,  in all other  respects
identical to these Warrants. As permitted by applicable law, the person in whose
name the  certificates for Common Stock are to be issued shall be deemed to have
become a holder of record of such Common Stock on the Exercise Date and shall be
entitled to all of the benefits of such holder on the Exercise  Date,  including
without  limitation the right to receive  dividends and other  distributions for
which the record date falls on or after the Exercise Date and to exercise voting
rights.


     2.2  EXPENSES  AND TAXES.  The  Company  shall pay all  expenses  and taxes
(including,  without  limitation,  all  documentary,  stamp,  transfer  or other
transactional  taxes) other than income

                                       2

<PAGE>


taxes attributable to the preparation,  issuance or delivery of the Warrants and
of the shares of Common Stock issuable upon exercise of the Warrants.

     2.3 RESERVATION OF SHARES.  The Company shall ensure that there is reserved
at all times so long as the Warrants  remain  outstanding,  free from preemptive
rights,  out of its authorized but unissued  shares of Common Stock,  solely for
the purpose of effecting  the exercise of the Warrants,  a sufficient  number of
shares of Common Stock to provide for the exercise of the Warrants.

     2.4 VALID  ISSUANCE.  All shares of Common  Stock  that may be issued  upon
exercise of the Warrants will, upon issuance by the Company, be duly and validly
issued,  fully paid and nonassessable and free from all taxes, liens and charges
with respect to the issuance thereof and, without limiting the generality of the
foregoing,  the  Company  shall take no action or fail to take any action  which
will cause a contrary result  (including,  without  limitation,  any action that
would  cause the  Exercise  Price to be less than the par value,  if any, of the
Common Stock).


     2.5  LOAN  AGREEMENT.  The  Warrants  represented  hereby  were  issued  in
conjunction with a Loan Agreement dated November 1, 2002 (the "Loan  Agreement")
between the Company and the Holder and a Default  Waiver  Letter dated March 27,
2003 between the Company and Holder (the "Default  Waiver  Letter").  The Holder
shall be entitled to the rights to registration under the Securities Act and any
applicable  state  securities  or blue sky laws to the  extent  set forth in the
registration  rights  provision  found in the Loan  Agreement.  The terms of the
registration  rights provisions are hereby  incorporated herein for all purposes
and shall be  considered  a part of this  Warrant  as if they had been fully set
forth herein.


     2.6  ACKNOWLEDGMENT  OF RIGHTS. At the time of the exercise of the Warrants
in accordance  with the terms hereof and upon the written  request of the holder
hereof,  the Company will  acknowledge in writing its  continuing  obligation to
afford to such holder any rights (including,  without  limitation,  any right to
registration  of the Warrant  Shares) to which such holder shall  continue to be
entitled  after  such  exercise  in  accordance  with  the  provisions  of these
Warrants;  PROVIDED,  however,  that if the Holder hereof shall fail to make any
such  request,  such failure shall not affect the  continuing  obligation of the
Company to afford to such Holder any such rights.

     2.7 NO  FRACTIONAL  SHARES.  The  Company  shall not be  required  to issue
fractional  shares of Common  Stock on the exercise of these  Warrants.  If more
than one Warrant  shall be  presented  for exercise at the same time by the same
holder,  the number of full shares of Common Stock which shall be issuable  upon
such exercise  shall be computed on the basis of the  aggregate  number of whole
shares of Common Stock purchasable on exercise of the Warrants so presented.  If
any fraction of a share of Common Stock would, except for the provisions of this
Section,  be issuable on the exercise of this Warrant,  the Company shall pay an
amount in cash  calculated by it to be equal to the Market Price of one share of
Common Stock at the time of such exercise  multiplied by such fraction  computed
to the nearest whole cent.

                                  ARTICLE III
                                    Transfer


     3.1  WARRANT  OFFICE.  The  Company  shall  maintain  an office for certain
purposes specified herein (the "Warrant  Office"),  which office shall initially
be the  Company's  offices  at 101  Charles  Drive,  Bryn  Mawr PA 19010 and may
subsequently be such other office of the Company or of any transfer agent of the
Common Stock in the  continental  United States as to which  written  notice has


                                       3
<PAGE>


previously been given to the Holder. The Company shall maintain,  at the Warrant
Office,  a register for the Warrants in which the Company  shall record the name
and address of the Person in whose name these Warrants has been issued,  as well
as the  name  and  address  of each  permitted  assignee  of the  rights  of the
registered owner hereof.


     3.2  OWNERSHIP  OF  WARRANTS.  The Company may deem and treat the Person in
whose name the  Warrants  are  registered  as the holder and owner  hereof until
provided  with notice to the  contrary.  The  Warrants  may be  exercised  by an
assignee for the purchase of Warrant Shares without having new Warrants issued.

     3.3   RESTRICTIONS   ON  TRANSFER  OF  WARRANTS.   These  Warrants  may  be
transferred,  in whole or in part, by the Holder. The Company agrees to maintain
at the Warrant Office books for the  registration  and transfer of the Warrants.
The Company,  from time to time,  shall register the transfer of the Warrants in
such  books  upon  surrender  of this  Warrant at the  Warrant  Office  properly
endorsed or  accompanied  by  appropriate  instruments  of transfer  and written
instructions for transfer. Upon any such transfer and upon payment by the holder
or its transferee of any applicable transfer taxes, new Warrants shall be issued
to the transferee and the transferor (as their respective  interests may appear)
and the  surrendered  Warrants  shall be cancelled  by the Company.  The Company
shall pay all taxes (other than  securities  transfer taxes or income taxes) and
all other  expenses and charges  payable in connection  with the transfer of the
Warrants pursuant to this Section.


     3.4  COMPLIANCE  WITH  SECURITIES  LAWS.  Subject  to the terms of the Loan
Agreement and notwithstanding any other provisions  contained in these Warrants,
the  Holder   understands  and  agrees  that  the  following   restrictions  and
limitations  shall be  applicable  to all  Warrant  Shares and to all resales or
other transfers thereof pursuant to the Securities Act:


     3.5 The holder  hereof  agrees that the  Warrant  Shares may not be sold or
otherwise  transferred  unless  the  Warrant  Shares  are  registered  under the
Securities  Act and applicable  state  securities or blue sky laws or are exempt
therefrom.

     3.6 A legend  in  substantially  the  following  form will be placed on the
certificate(s) evidencing the Warrant Shares:


                  "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED   UNDER  THE   SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
         "SECURITIES  ACT"),  OR  ANY  OTHER  APPLICABLE   SECURITIES  LAW  AND,
         ACCORDINGLY,  THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
         RESOLD,  PLEDGED,  OR  OTHERWISE  TRANSFERRED,  EXCEPT  PURSUANT  TO AN
         EFFECTIVE REGISTRATION STATEMENT UNDER, OR IN A TRANSACTION EXEMPT FROM
         REGISTRATION UNDER, THE SECURITIES ACT AND IN ACCORDANCE WITH ANY OTHER
         APPLICABLE SECURITIES LAWS."


                                   ARTICLE IV
                                  Anti-Dilution


     4.1 If and whenever any Additional  Common Stock (as herein defined) shares
shall be issued by the Company (the "Stock Issue Date") for a consideration  per
share less than the Exercise Price,  then in each such case the initial Exercise
Price  shall  be  reduced  to a new  Exercise  Price in an


                                       4

<PAGE>

amount  equal to the  consideration  per share  received  by the Company for the
additional  shares of Common Stock then issued and the number of shares issuable
to Holder upon conversion shall be proportionately  increased;  and, in the case
of shares issued  without  consideration,  the initial  Exercise  Price shall be
reduced in amount  and the  number of shares  issued  upon  conversion  shall be
increased  in an amount so as to  maintain  for the Holder the right to exercise
into shares equal in amount to the same percentage  interest in the Common Stock
of the Company as existed for the Holder  immediately  preceding the Stock Issue
Date.


     4.2 Sale of Shares:  In case of the issuance of Additional Common Stock for
a  consideration  part or all of which  shall be cash,  the  amount  of the cash
consideration therefore shall be deemed to be the amount of the cash received by
Company  for such  shares,  after  any  compensation  or  discount  in the sale,
underwriting or purchase thereof by underwriters or dealers or others performing
similar services or for any expenses incurred in connection  therewith.  In case
of the issuance of any shares of  Additional  Common  Stock for a  consideration
part or all of which shall be other than cash,  the amount of the  consideration
therefore,  other than cash, shall be deemed to be the then fair market value of
the property  received as determined  by an investment  banking firm selected by
Lender.

     4.3  Reclassification  of  Shares:  In  case  of  the  reclassification  of
securities  into shares of Common  Stock,  the shares of Common  Stock issued in
such  reclassification  shall be deemed to have been issued for a  consideration
other than cash.  Shares of Additional Common Stock issued by way of dividend or
other  distribution on any class of stock of the Company shall be deemed to have
been issued without consideration.

     4.4 Split up or  Combination  of Shares:  In case  issued  and  outstanding
shares of Common Stock shall be subdivided or split up into a greater  number of
shares  of the  Common  Stock,  the  Exercise  Price  shall  be  proportionately
decreased,  and in case issued and  outstanding  shares of Common Stock shall be
combined  into a smaller  number of shares of Common Stock,  the Exercise  Price
shall be proportionately  increased,  such increase or decrease, as the case may
be, becoming effective at the time of record of the split-up or combination,  as
the case may be.


     4.5 Exceptions: The term "Additional Common Stock" herein shall mean in the
most broadest sense all shares of Common Stock  hereafter  issued by the Company
(including,  but not limited to Common Stock held in the treasury of the Company
and common stock  purchasable  via derivative  security or option on the date of
such grant ), except  Common  Stock  issued upon the exercise of this warrant or
the Convertible Notes.


     4.6 In the event of  distribution to all Common Stock holders of any stock,
indebtedness of the Company or assets or other rights to purchase  securities or
assets,  then,  after such event, the Exercise Price reduced to so as to entitle
the Holder to the economic  interest he had immediately  prior to the occurrence
of such event.

     4.7 In case of any capital reorganization, reclassification of the stock of
the  Company  (other  than a  change  in par  value  or as a  result  of a stock
dividend,  subdivision,  split up or combination of shares),  the Exercise Price
reduced  to so as to  entitle  the  Holder  to  the  economic  interest  he  had
immediately  prior to the  occurrence  of such event.  The  provisions  of these
foregoing   sentence  shall  similarly  apply  to  successive   reorganizations,
reclassifications,   consolidations,   exchanges,  leases,  transfers  or  other
dispositions or other share exchanges.

                                       5
<PAGE>

     4.8 Notice of  Adjustment.  (A) In the event the Company  shall  propose to
take any action which shall result in an adjustment in the Exercise  Price,  the
Company  shall give notice to the Holder,  which notice shall specify the record
date,  if any,  with respect to such action and the date on which such action is
to take place.  Such  notice  shall be given on or before the earlier of 10 days
before the record date or the date which such action shall be taken. Such notice
shall also set forth all facts (to the extent  known)  material to the effect of
such action on the  Exercise  Price and the  number,  kind or class of shares or
other  securities or property which shall be deliverable or purchasable upon the
occurrence  of such action or  deliverable  upon  exercise  of this  warrant (B)
Following  completion of an event wherein the Exercise  Price shall be adjusted,
the Company  shall  furnish to the Holder a statement,  signed by an  authorized
officer of the Company of the facts creating such  adjustment and specifying the
resultant adjusted Exercise Price then in effect.

                                   ARTICLE V
                                  Miscellaneous


     5.1 ENTIRE AGREEMENT. These Warrants,  together with the Loan Agreement and
the Default Waiver Letter,  contain the entire agreement  between the Holder and
the Company with respect to the Warrant Shares  purchasable upon exercise hereof
and  the  related   transactions  and  supersedes  all  prior   arrangements  or
understandings with respect thereto.


     5.2  GOVERNING  LAW.  This  Warrant  shall be governed by and  construed in
accordance  with the laws of the State of Texas in the courts located in Dallas,
Texas.

     5.3 WAIVER AND  AMENDMENT.  Any term or provision of these  Warrants may be
waived at any time by the party which is entitled  to the  benefits  thereof and
any term or provision of these  Warrants may be amended or  supplemented  at any
time by agreement of the holder  hereof and the Company,  except that any waiver
of any term or condition, or any amendment or supplementation, of these Warrants
shall be in  writing.  A waiver of any breach or  failure to enforce  any of the
terms or  conditions  of these  Warrants  shall not in any way effect,  limit or
waive a  party's  rights  hereunder  at any time to  enforce  strict  compliance
thereafter with every term or condition of these Warrants.

     5.4  ILLEGALITY.  In the  event  that  any one or  more  of the  provisions
contained  in this  Warrant  shall  be  determined  to be  invalid,  illegal  or
unenforceable  in any  respect  for  any  reason,  the  validity,  legality  and
enforceability  of any such  provision  in any other  respect and the  remaining
provisions  of these  Warrants  shall not, at the election of the party for whom
the benefit of the provision exists, be in any way impaired.

     5.5 COPY OF  WARRANT.  A copy of these  Warrants  shall be filed  among the
records of the Company.

     5.6 NOTICE.  Any notice or other document required or permitted to be given
or delivered to the holder  hereof shall be in writing and delivered at, or sent
by certified or registered mail to such holder at, the last address shown on the
books of the Company  maintained at the Warrant Office for the  registration  of
these  Warrants or at any more recent  address of which the holder  hereof shall
have notified the Company in writing.

     5.7  LIMITATION  OF  LIABILITY;  NOT  STOCKHOLDERS.  No  provision of these
Warrants  shall be construed as  conferring  upon the holder hereof the right to
vote,  consent,  receive  dividends  or receive  notices  (other  than as herein
expressly  provided) in respect of meetings of stockholders  for the


                                       6
<PAGE>


election  of  directors  of the  Company  or any other  matter  whatsoever  as a
stockholder of the Company.  No provision  hereof, in the absence of affirmative
action by the holder  hereof to  purchase  shares of Common  Stock,  and no mere
enumeration herein of the rights or privileges of the holder hereof,  shall give
rise to any  liability  of such holder for the  purchase  price of any shares of
Common  Stock or as a  stockholder  of the Company,  whether  such  liability is
asserted by the Company or by creditors of the Company.

5.8  EXCHANGE,  LOSS,  DESTRUCTION,  ETC. OF WARRANT.  Upon  receipt of evidence
reasonably  satisfactory  to the  Company  of the  loss,  theft,  mutilation  or
destruction  of  these  Warrants,  and in the case of any  such  loss,  theft or
destruction  upon delivery of an appropriate  affidavit in such form as shall be
reasonably satisfactory to the Company and include reasonable indemnification of
the Company,  or in the event of such mutilation upon surrender and cancellation
of these Warrants, the Company will make and deliver new Warrants of like tenor,
in lieu of such lost,  stolen,  destroyed  or mutilated  Warrants.  Any Warrants
issued under the  provisions of this Section in lieu of any Warrants  alleged to
be lost,  destroyed  or  stolen,  or in lieu of any  mutilated  Warrants,  shall
constitute an original contractual  obligation on the part of the Company. These
Warrants shall be promptly  canceled by the Company upon the surrender hereof in
connection  with any exchange or  replacement.  The Company  shall pay all taxes
(other than  securities  transfer  taxes or income taxes) and all other expenses
and charges payable in connection with the  preparation,  execution and delivery
of Warrants pursuant to this Section.

5.9  HEADINGS.  The  Article  and  Section  and other  headings  herein  are for
convenience  only and are not a part of this  Warrant  and shall not  affect the
interpretation thereof.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in
its name dated March 28, 2003.

                         TriMedia Entertainment Group, Inc.

                         /S/ CHRIS SCHWARTZ
                         -----------------------------------
                         Chris Schwartz

                         Title: President


                                       7

<PAGE>


                               SUBSCRIPTION NOTICE


         The undersigned, the holder of the foregoing Warrants, hereby elects to
exercise purchase rights  represented  thereby for, and to purchase  thereunder,
____________shares of the Common Stock  covered  by such Warrants, and herewith
makes payment in full for such shares,  and requests (a) that  certificates  for
such shares  (and any other  securities  or other  property  issuable  upon such
exercise)  be issued in the name of, and  delivered  to,________________________
and (b), if such shares shall not include all of the shares issuable as provided
in such  Warrants,  that new  Warrants of like tenor and date for the balance of
the shares issuable thereunder be delivered to the undersigned.



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


Date:
     ---------------------------------------



                                       8
<PAGE>

                                   ASSIGNMENT

         For  value  received,  ,  hereby  sells,  assigns  and  transfers  unto
___________  these  Warrants,  together  with all  rights,  title  and  interest
therein, and does irrevocably constitute and appoint ___________________________
attorney, to transfer such Warrants on the books of the Company, with full power
of substitution.


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



Date:
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                                       9
<PAGE>