Exhibit
4.1




FORM OF WARRANT
 
 WARRANT TO
PURCHASE
 SHARES OF COMMON
STOCK
 
 Date of
Warrant:  ______________, 2____
 
 
 THIS
CERTIFIES that, for value received, _______________________________ or
his/her/its registered assigns (“Warrantholder”), is entitled, subject to the
terms and conditions set forth in this Warrant, to purchase from Studio One
Media, Inc., a Delaware corporation (“Company”), ____________, fully paid, duly
authorized and nonassessable shares of common stock (“Shares”), $0.001 par value
per share, of the Company, at any time commencing on the date hereof and
continuing for two years thereafter (the “Exercise Period”) at an exercise price
of ______Dollars and _______ Cents ($_________) per share, subject to adjustment
pursuant to Section 8 hereof.
 
 This Warrant is subject to the
following provisions, terms and conditions:
 
 1.           
 Transferability.
 
 1.1           Registration.  The
Warrants shall be issued only in registered form.
 
 1.2           Transfer.  This
Warrant shall be transferable only on the books of the Company maintained at its
principal executive offices upon surrender thereof for registration of transfer
duly endorsed by the Warrantholder or by its duly authorized attorney or
representative, or accompanied by proper evidence of succession, assignment or
authority to transfer.  Upon any registration of transfer, the Company
shall execute and deliver a new Warrant or Warrants in appropriate denominations
to the person or persons entitled thereto.
 
 1.3           Common
Stock to be Issued.Upon the exercise of
any Warrants and upon receipt by the Company of a facsimile or original of
Warrantholder’s signed Election to Exercise Warrant (See Exhibit 1), Company
shall instruct its transfer agent to issue stock certificates, subject to the
restrictive legend set forth below, in the name of Warrantholder (or its
nominee) and in such denominations to be specified by Warrantholder representing
the number of shares of Common Stock issuable upon such exercise, as
applicable.  Company warrants that no instructions, other than these
instructions, have been given or will be given to the transfer agent and that
the Common Stock shall otherwise be freely transferable on the books and records
of the Company.
 
 1.4It
shall be the Company’s responsibility to take all necessary actions and to bear
all such costs to issue the certificate of Common Stock as provided herein,
including the responsibility and cost for delivery of an opinion letter to the
transfer agent, if so required.  The person in whose name the
certificate of Common Stock is to be registered shall be treated as a
shareholder of record on and after the exercise date. Upon surrender of any
Warrant that is to be converted in part, the Company shall issue to the
Warrantholder a new Warrant equal to the unconverted amount, if so requested by
Purchaser:
 
 THE SECURITIES OFFERED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM
THE REGISTRATION REQUIREMENTS OF SUCH LAWS.  THE SECURITIES ARE
SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN
EXEMPTION THEREFROM.  THE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING
MATERIALS.  ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.
  1
 
 FORM OF
WARRANT
   
 2.            Exchange
of Warrant Certificate.
 
 Any
Warrant certificate may be exchanged for another certificate or certificates of
like tenor entitling the Warrantholder to purchase a like aggregate number of
Shares as the certificate or certificates surrendered then entitle such
Warrantholder to purchase.  Any Warrantholder desiring to exchange a
warrant certificate shall make such request in writing delivered to the Company,
and shall surrender, properly endorsed, the certificate evidencing the Warrant
to be so exchanged.  Thereupon, the Company shall execute and deliver
to the person entitled thereto a new Warrant certificate as so
requested.
 
 3.            Terms
of Warrants: Exercise of Warrants.
 
 3.1           Warrant
Exercise.Subject to the terms of this Warrant, the
Warrantholder shall have the right to purchase from the Company, such number of
fully paid, duly authorized and nonassessable shares of common stock (“Shares”),
$0.001 par value per share, of the Company as have been set forth in the first
paragraph of this Warrant, at any time commencing from the date hereof and
continuing for two years thereafter (the “Exercise Period”), upon surrender to
the Company at its principal executive office, of the certificate evidencing
this Warrant to be exercised, together with the attached Election to Exercise
Warrant form duly filled in and signed, and upon payment to the Company of the
Warrant Price (as defined in and determined in accordance with the provisions of
Section 7 and 8 hereof) or as provided in Section 3(a)(i) hereof, for the number
of Shares with respect to which such Warrant is then
exercised.  Payment of the aggregate Warrant Price shall be made in
cash, wire transfer or by cashier’s check or any combination
thereof.
 
 3.2           Common Stock
Certificates.Subject to the terms of this Warrant, upon such
surrender of this Warrant and payment of such Warrant Price as aforesaid, the
Company shall promptly issue and cause to be delivered to the Warrantholder or
to such person or persons as the Warrantholder may designate in writing, a
certificate or certificates (in such name or names as the Warrantholder may
designate in writing) for the number of duly authorized, fully paid and
non-assessable whole Shares to be purchased upon the exercise of this Warrant,
and shall deliver to the Warrantholder Common Stock or cash, to the extent
provided in Section 9 hereof, with respect to any fractional Shares otherwise
issuable upon such surrender.  Such certificate or certificates shall
be deemed to have been issued and any person so designated to be named therein
shall be deemed to have become a holder of such Shares as of the close of
business on the date of the surrender of this Warrant and payment of the Warrant
Price, notwithstanding that the certificates representing such Shares shall not
actually have been delivered or that the Share and Warrant transfer books of the
Company shall then be closed.  This Warrant shall be exercisable, at
the sole election of the Warrantholder, either in full or from time to time in
part and, in the event that any certificate evidencing this Warrant (or any
portion thereof) is exercised prior to the Termination Date with respect to less
than all of the Shares specified therein at any time prior to the Termination
Date, a new certificate of like tenor evidencing the remaining portion of this
Warrant shall be issued by the Company, if so requested by the
Warrantholder.
  2
 
 FORM OF
WARRANT
  
 3.3           Transfer
Agent.Upon the Company’s receipt of a facsimile or original
of Warrantholder’s signed Election to Exercise Warrant, the Company shall
instruct its transfer agent to issue one or more stock Certificates representing
that number of shares of Common Stock which the Warrantholder is entitled to
purchase in accordance with the terms and conditions of this Warrant and the
Election to Exercise Warrant attached hereto.  The transfer agent for
the Company shall act as registrar and shall maintain an appropriate ledger
containing the necessary information with respect to each Warrant.
 
 3.4           Exercise.This
Warrant is exercisable in whole or in part at the Exercise Price per share of
Common Stock (as defined hereafter) payable hereunder, payable in cash or by
certified or official bank check, by means of tendering this Warrant Certificate
to the Company.  Upon surrender of this Warrant Certificate with the
annexed Notice of Exercise duly executed, together with payment of the Exercise
Price for the shares of Common Stock purchased, the Holder shall be entitled to
receive a certificate or certificates for the shares of Common Stock so
purchased.
 
 3.5           Election to
Exercise.Such exercise shall be effectuated by surrendering
to the Company, or its attorney, the Warrants to be converted together with a
facsimile or original of the signed Election to Exercise Warrant which evidences
Warrantholder’s intention to exercise those Warrants indicated.  The
date on which the Election to Exercise Warrant is effective (“Exercise Date”)
shall be deemed to be the date on which the Warrantholder has delivered to the
Company a facsimile or original of the signed Election to Exercise Warrant, as
long as the original Warrants to be exercised are received by the Company or its
designated attorney within five (5) business days thereafter.  As long
as the Warrants to be exercised are received by the Company within five (5)
business days after it receives a facsimile or original of the signed Election
to Exercise Warrant, the Company shall deliver to the Warrantholder, or per the
Warrantholder’s instructions, the shares of Common Stock within three (3)
business days of receipt of the Warrants to be converted.
 
 3.6           Payment of Interest. 
Nothing contained in this Warrant shall be deemed to establish or require the
payment of interest to the Warrantholder.
 
 3.7           Issuance of Common
Stock.  It shall be the Company’s responsibility to take all
necessary actions and to bear all such costs to issue the Certificate of Common
Stock as provided herein, including the responsibility and cost for delivery of
an opinion letter to the transfer agent, if so required.  The person
in whose name the certificate of Common Stock is to be registered shall be
treated as a shareholder of record on and after the exercise date. Upon
surrender of any Warrants that are to be converted in part, the Company shall
issue to the Warrantholder new Warrants equal to the unconverted amount, if so
requested by Warrantholder.
 
 3.8           Exercise
Default.The Company shall at all times reserve and have
available all Common Stock necessary to meet exercise of the Warrants by all
Warrantholders of the entire amount of Warrants then outstanding.  If,
at any time Warrantholder submits an Election to Exercise Warrant and the
Company does not have sufficient authorized but unissued shares of Common Stock
available to effect, in full, a exercise of the Warrants (a “Exercise Default”,
the date of such default being referred to herein as the “Exercise Default
Date”), the Company shall issue to the Warrantholder all of the shares of Common
Stock which are available, and the Election to Exercise Warrant as to any
Warrants requested to be converted but not converted (the “Unconverted
Warrants”), upon Warrantholder’s sole option, may be deemed null and
void.  The Company shall provide notice of such Exercise Default
(“Notice of Exercise Default”) to all existing Warrantholders of outstanding
Warrants, by facsimile, within one (1) business day of such
default  (with the original delivered by overnight or two day
courier), and the Warrantholder shall give notice to the Company by facsimile
within five (5) business days of receipt of the original Notice of Exercise
Default (with the original delivered by overnight or two day courier) of its
election to either nullify or confirm the Election to Exercise
Warrant.
  3
 
 FORM OF
WARRANT
  
 3.9           Furnishing of
Prospectus.The Company shall furnish to Warrantholder such
number of prospectuses and other documents incidental to the registration of the
shares of Common Stock underlying the Warrants, including any amendment of or
supplements thereto.  Warrantholder shall acknowledge in writing the
receipt, the careful reading, and the understanding thereof, prior to any
exercise under this Section 3.
 
 3.10         Shareholder of
Record.Each person in whose name any certificate for shares
of Common Stock shall be issued shall for all purposes be deemed to have become
the holder of record of the Common Stock represented thereby on the date on
which the Warrant was surrendered and payment of the purchase price and any
applicable taxes was made, irrespective of date of issue or delivery of such
certificate, except that if the date of such surrender and payment is a date
when the Shares transfer books of the Company are closed, such person shall be
deemed to have become the holder of such Shares on the next succeeding date on
which such Share transfer books are open.  The Company shall not close
such Share transfer books at any one time for a period longer than seven
(7)  days.
 
 4.            Payment of
Taxes.The Company shall pay all documentary stamp
taxes, if any, attributable to the initial issuance of the Shares; provided,
however, that the Company shall not be required to pay any tax or taxes which
may be payable, (a) with respect to any secondary transfer of this Warrant or
the Shares or (b) as a result of the issuance of the Shares to any person other
than the Warrantholder, and the Company shall not be required to issue or
deliver any certificate for any Shares unless and until the person requesting
the issuance thereof shall have paid to the Company the amount of such tax or
shall have produced evidence that such tax has been paid to the appropriate
taxing authority.
 
 5.            Mutilated or Missing
Warrant.In case the certificate or certificates evidencing
this Warrant shall be mutilated, lost, stolen or destroyed, the Company shall,
at the request of the Warrantholder, issue and deliver in exchange and
substitution for and upon cancellation of the mutilated certificate or
certificates, or in lieu of and substitution for the certificate or certificates
lost, stolen or destroyed, a new Warrant certificate or certificates of like
tenor and representing an equivalent right or interest, but only upon receipt of
evidence satisfactory to the Company of such loss, theft or destruction of such
Warrant and of a bond of indemnity, if requested, also satisfactory to the
Company in form and amount, and issued at the applicant’s
cost.  Applicants for such substitute Warrant certificate shall also
comply with such other reasonable regulations and pay such other reasonable
charges as the Company may prescribe.
 
 6.            Reservation of
Shares.The issuance, sale and delivery of the Warrants have
been duly authorized by all required corporate action on the part of the Company
and when issued, sold and delivered in accordance with the terms hereof and
thereof for the consideration expressed herein and therein, will be duly and
validly issued, fully paid, and non-assessable and enforceable in accordance
with their terms, subject to the laws of bankruptcy and creditors’ rights
generally.  The Company shall pay all taxes in respect of the issue
thereof.  As a condition precedent to the taking of any action that
would result in the effective purchase price per share of Common Stock upon the
exercise of this Warrant being less than the par value per share (if such shares
of Common Stock then have a par value), the Company will take such corporate
action as may, in the opinion of its counsel, be necessary in order that the
Company may comply with all its obligations under this Agreement with regard to
the exercise of this Warrant.
  4
 
 FORM OF
WARRANT
   7.            Warrant
Price.During the Exercise Period, the price per Share
(“Warrant price”) at which Shares shall be purchasable upon the exercise of this
Warrant shall be Four Dollars and Fifty Cents ($4.50), subject to adjustment
pursuant to Section 8 hereof (“Exercise Price”).
 
 8.            Adjustment of Warrant Price and
Number of Shares.The number and kind of securities
purchasable upon the exercise of this Warrant and the Warrant Price shall be
subject to adjustment from time to time after the date hereof upon the happening
of certain events, as follows:
 
 8.1            Adjustments.  The
number of Shares purchasable upon the exercise of this Warrant shall be subject
to adjustments as follows:
 
 (a)         In
case the Company shall (i) pay a dividend on Common Stock in Common Stock or
securities convertible into, exchangeable for or otherwise entitling a holder
thereof to receive Common Stock, (ii) declare a dividend payable in cash on its
Common Stock and at substantially the same time offer its shareholders a right
to purchase new Common Stock (or securities convertible into, exchangeable for
or other entitling a holder thereof to receive Common Stock) from the proceeds
of such dividend (all Common Stock so issued shall be deemed to have been issued
as a stock dividend), (iii) subdivide its outstanding shares of Common Stock
into a greater number of shares of Common Stock, (iv) combine its outstanding
shares of Common Stock into a smaller number of shares of Common Stock, or (v)
issue by reclassification of its Common Stock any shares of Common Stock of the
Company, the number of shares of Common Stock issuable upon exercise of the
Warrants immediately prior thereto shall be adjusted so that the holders of the
Warrants shall be entitled to receive after the happening of any of the events
described above that number and kind of shares as the holders would have
received had such Warrants been converted immediately prior to the happening of
such event or any record date with respect thereto.
 
 (b)         In
case the Company shall distribute, without receiving consideration therefor, to
all holders of its Common Stock evidences of its indebtedness or assets
(excluding cash dividends other than as described in Section (8)(a)(ii)), then
in such case, the number of shares of Common Stock thereafter issuable upon
exercise of the Warrants shall be determined by multiplying the number of shares
of Common Stock theretofore issuable upon exercise of the Warrants, by a
fraction, of which the numerator shall be the closing bid price per share of
Common Stock on the record date for such distribution, and of which the
denominator shall be the closing bid price of the Common Stock less the then
fair value (as determined by the Board of Directors of the Company, whose
determination shall be conclusive) of the portion of the assets or evidences of
indebtedness so distributed per share of Common Stock.  Such
adjustment shall be made whenever any such distribution is made and shall become
effective immediately after the record date for the determination of
stockholders entitled to receive such distribution.
 
 (c)         Any
adjustment in the number of shares of Common Stock issuable hereunder otherwise
required to be made by this Section 8 will not have to be adjusted if such
adjustment would not require an increase or decrease in one percent (1%) or more
in the number of shares of Common Stock issuable upon exercise of the
Warrant.  No adjustment in the number of Shares purchasable upon
exercise of this Warrant will be made for the issuance of shares of capital
stock to directors, employees or independent Warrantors pursuant to the
Company’s or any of its subsidiaries’ stock option, stock ownership or other
benefit plans or arrangements or trusts related thereto or for issuance of any
shares of Common Stock pursuant to any plan providing for the reinvestment of
dividends or interest payable on securities of the Company and the investment of
additional optional amounts in shares of Common Stock under such
plan.
  5
 
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WARRANT
   
 (d)         Whenever
the number of shares of Common Stock issuable upon the exercise of the Warrants
is adjusted, as herein provided the Warrant Price shall be adjusted (to the
nearest cent) by multiplying such Warrant Price immediately prior to such
adjustment by a fraction, of which the numerator shall be the number of shares
of Common Stock issuable upon the exercise of each share of the Warrants
immediately prior to such adjustment, and of which the denominator shall be the
number of shares of Common Stock issuable immediately thereafter.
 
 (e)         The
Company from time to time by action of its Board of Directors may decrease the
Warrant Price  by any amount for any period of time if the period is
at least twenty (20) days, the decrease is irrevocable during the period and the
Board of Directors of the Company in its sole discretion shall have made a
determination that such decrease would be in the best interest of the Company,
which determination shall be conclusive. Whenever the Warrant Price is decreased
pursuant to the preceding sentence, the Company shall mail to holders of record
of the Warrants a notice of the decrease at least fifteen (15) days prior to the
date the decreased Warrant Price takes effect, and such notice shall state the
decreased Warrant Price and the period it will be in effect.
 
 8.2            Mergers, Etc.  In
the case of any (i) consolidation or merger of the Company into any entity
(other than a consolidation or merger that does not result in any
reclassification, exercise, exchange or cancellation of outstanding shares of
Common Stock of the Company), (ii) sale, transfer, lease or conveyance of all or
substantially all of the assets of the Company as an entirety or substantially
as an entirety, or (iii) reclassification, capital reorganization or change of
the Common Stock (other than solely a change in par value, or from par value to
no par value), in each case as a result of which shares of Common Stock shall be
converted into the right to receive stock, securities or other property
(including cash or any combination thereof), each holder of Warrants then
outstanding shall have the right thereafter to exercise such Warrant only into
the kind and amount of securities, cash and other property receivable upon such
consolidation, merger, sale, transfer, capital reorganization or
reclassification by a holder of the number of shares of Common Stock of the
Company into which such Warrants would have been converted immediately prior to
such consolidation, merger, sale, transfer, capital reorganization or
reclassification, assuming such holder of Common Stock of the Company (A) is not
an entity with which the Company consolidated or into which the Company merged
or which merged into the Company or to which such sale or transfer was made, as
the case may be (“constituent entity”), or an affiliate of a constituent entity,
and (B) failed to exercise his or her rights of election, if any, as to the kind
or amount of securities, cash and other property receivable upon such
consolidation, merger, sale or transfer (provided that if the kind or amount of
securities, cash and other property receivable upon such consolidation, merger,
sale or transfer is not the same for each share of Common Stock of the Company
held immediately prior to such consolidation, merger, sale or transfer by other
than a constituent entity or an affiliate thereof and in respect of which such
rights or election shall not have been exercised (“non-electing share”), then
for the purpose of this Section 8.2 the kind and amount of securities, cash and
other property receivable upon such consolidation, merger, sale or transfer by
each non-electing share shall be deemed to be the kind and amount so receivable
per share by a plurality of the non-electing shares).  If necessary,
appropriate adjustment shall be made in the application of the provision set
forth herein with respect to the rights and interests thereafter of the holder
of Warrants, to the end that the provisions set forth herein shall thereafter
correspondingly be made applicable, as nearly as may reasonably be, in relation
to any shares of stock or other securities or property thereafter deliverable on
the exercise of the Warrants.  The above provisions shall similarly
apply to successive consolidations, mergers, sales, transfers, capital
reorganizations and reclassifications.  The Company shall not effect
any such consolidation, merger, sale or transfer unless prior to or
simultaneously with the consummation thereof the successor company or entity (if
other than the Company) resulting from such consolidation, merger, sale or
transfer assumes, by written instrument, the obligation to deliver to the holder
of Warrants such shares of stock, securities or assets as, in accordance with
the foregoing provision, such holder may be entitled to receive under this
Section 8.2.
  6
 
 FORM OF
WARRANT
   8.3            Statement of
Warrants.  Irrespective of any adjustments in the Warrant Price
of the number or kind of shares purchasable upon the exercise of this Warrant,
this Warrant certificate or certificates hereafter issued may continue to
express the same price and number and kind of shares as are stated in this
Warrant.
 
 9.             
Fractional
Shares.Any fractional shares of Common Stock issuable upon
exercise of the Warrants shall be rounded to the nearest whole share or, at the
election of the Company, the Company shall pay the holder thereof an amount in
cash equal to the closing bid price thereof.  Whether or not
fractional shares are issuable upon exercise shall be determined on the basis of
the total number of Warrants the holder is at the time exercising and the number
of shares of Common Stock issuable upon such exercise.
 
 10.           No Rights as
Stockholders:  Notices to Warrantholders.Nothing
contained in this Warrant shall be construed as conferring upon the
Warrantholder or its transferees any rights as a stockholder of the Company,
including the right to vote, receive dividends, consent or receive notices as a
stockholder with respect to any meeting of stockholders for the election of
directors of the Company or any other matter.  If, however, at any
time prior to the Expiration Time and prior to the exercise of this Warrant, any
of the following events shall occur:
 
 (a)         any
action which would require an adjustment pursuant to Section 8.1;
or
 
 (b)         a
dissolution, liquidation or winding up of the Company or any consolidation,
merger or sale of its property, assets and business as an entirety; then in any
one or more of said events, the Company shall give notice in writing of such
event to the Warrantholder at least ten (10) days prior to the date fixed as a
record date or the date of closing the transfer books for the determination of
the shareholders entitled to any relevant dividend, distribution, subscription
rights, or other rights or for the effective date of any dissolution,
liquidation of winding up or any merger, consolidation, or sale of substantially
all assets, but failure to mail or receive such notice or any defect therein or
in the mailing thereof shall not affect the validity of any such action
taken.  Such notice shall specify such record date or the effective
date, as the case may be.
 
 11. Registration
Rights.
 
 11.1         Piggyback
Registration
 
 (a)
              Each
      time that the Company proposes to Register a public offering solely of its
      Common Stock (not including an offering of Common stock issuable upon
      conversion or exercise of other securities), other than pursuant to a
      Registration Statement on Form S-4 or Form S-8 or similar or successor
      forms (collectively,"Excluded Forms"), the Company shall promptly give
      written
      notice of such proposed Registration to all holders of Shares, which shall
      offer such holders the right to request inclusion of any Registrable
      Securities in the proposed
Registration.
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WARRANT
  
 (b)
              Each
      holder of Shares shall have ten (10) days or such longer period as shall
      be set forth in the notice from the receipt of such notice to deliver to
      the Company a written request specifying the number of shares of
      Registrable Securities such holder intends to sell and the holder's
      intended plan of disposition.
 
 (c)
              In
      the event that the proposed Registration by the Company is, in whole or in
      part, an underwritten public offering of securities of the Company, any
      request under Section 11.1 (b) may specify that the Registrable Securities
      be included in the underwriting on the same terms and conditions as the
      shares of Common Stock, if any, otherwise being sold through underwriters
      under such Registration.
 
 (d)
              Upon
      receipt of a written request pursuant to Section 11.1 (b), the Company
      shall promptly use its best efforts to cause all such Registrable
      Securities to be Registered, to the extent required to permit sale or
      disposition as set forth in the written
request.
 
 (e)
              Notwithstanding
      the foregoing, if the managing underwriter of an underwritten public
      offering, determines and advises in writing that the inclusion of all
      Registrable Securities proposed to be included in the underwritten public
      offering, together with any other issued and outstanding shares of Common
      Stock proposed to be included therein by holders other than the holders of
      Registrable Securities (such other shares hereinafter collectively
      referred to as the "Other Shares"), would interfere with the successful
      marketing of the securities proposed to be included in the underwritten
      public offering, then the number of such shares to be included in such
      underwritten public offering shall be reduced, and shares shall be
      excluded from such underwritten public offering in a number deemed
      necessary by such managing underwriter, first by excluding shares held by
      the directors, officers, employees and founders of the Company, and then,
      to the extent necessary, by excluding Registrable Securities participating
      in such underwritten public offering, pro rata based  on the
      number of shares of Registrable Securities each such holder proposed to
      include.
 
 (f)
              All
      Shares that are not included in the underwritten public offering shall be
      withheld from the market by the holders thereof for a period, not to
      exceed 12 months following a public offering, that the managing
      underwriter reasonably determines as necessary in order to effect the
      underwritten public offering.  The holders of such Shares shall
      execute such documentation as the managing underwriter reasonably requests
      to evidence this lock-up.
 
 12.           Miscellaneous.
 
 12.1         Benefits of this
Agreement.  Nothing in this Warrant shall be construed to give
to any person or corporation other than the Company and the Warrantholder any
legal or equitable right, remedy or claim under this Warrant, and this Warrant
shall be for the sole and exclusive benefit of the Company and the
Warrantholder.
 
 12.2          Rights Cumulative;
Waivers.  The rights of each of the parties under this Warrant
are cumulative.  The rights of each of the parties hereunder shall not
be capable of being waived or varied other than by an express waiver or
variation in writing.  Any failure to exercise or any delay in
exercising any of such rights shall not operate as a waiver or variation of that
or any other such right.  However, the holders of a majority in
principal amount of the Warrants may waive a default or rescind the declaration
of an Exercise Default and its consequences except for a default in the exercise
into Common Stock.  Any defective or partial exercise of any of such
rights shall not preclude any other or further exercise of that or any other
such right.  No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising any such right or
constitute a suspension or any variation of any such right.
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WARRANT
   12.3          Benefit; Successors
Bound.  This Warrant and the terms, covenants, conditions,
provisions, obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the parties hereto and their
heirs, executors, administrators, representatives, successors, and permitted
assigns.
 
 12.4          Entire
Agreement.  This Warrant contains the entire agreement between
the parties with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings, warranties,
covenants or representations, oral or written, express or implied, between them
with respect to this Warrant or the matters described in this Warrant, except as
set forth in this Warrant.  Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Warrant.
 
 12.5          Assignment.This
Warrant may be assigned if the Assignment of Warrant, attached as Exhibit 2 to
this Warrant, is properly completed, executed and delivered to the
Company.
 
 12.6          Amendment.  This
Warrant may be amended only by an instrument in writing executed by the parties
hereto.
 
 12.7          Severability.  Each
part of this Warrant is intended to be severable.  In the event that
any provision of this Warrant is found by any court or other authority of
competent jurisdiction to be illegal or unenforceable, such provision shall be
severed or modified to the extent necessary to render it enforceable and as so
severed or modified, this Warrant shall continue in full force and
effect.
 
 12.8          Notices.  Notices
required or permitted to be given hereunder shall be in writing and shall be
deemed to be sufficiently given when personally delivered (by hand, by courier,
by telephone line facsimile transmission, receipt confirmed, or other means) or
sent by certified mail, return receipt requested, properly addressed and with
proper postage pre-paid (i) if to the Company, at its executive office (ii) if
to the Warrantholder, at the address set forth under its name in the
subscription agreement for this Warrant, with a copy to its designated attorney
and (iii) if to any other Warrantholder, at such address as such Warrantholder
shall have provided in writing to the Company, or at such other address as each
such party furnishes by notice given in accordance with this section, and shall
be effective, when personally delivered, upon receipt and, when so sent by
certified mail, four (4) business days after deposit with the United States
Postal Service.
 
 12.9          Governing Law.  This
Agreement shall be governed by the interpreted in accordance with the laws of
the State of Arizona without reference to its conflicts of laws rules or
principles.
 
 12.10        Forum Selection and Consent to
Jurisdiction.  Any litigation based thereon, or arising out of,
under, or in connection with, this agreement or any course of conduct, course of
dealing, statements (whether oral or written) or actions of the Company or
Warrantholder shall be brought and maintained exclusively in the federal courts
of the State of Arizona without reference to its conflicts of laws rules or
principles.  The Company hereby expressly and irrevocably submits to
jurisdiction exclusively with the federal Courts of the State of Arizona for the
purpose of any such litigation as set forth above and irrevocably agrees to be
bound by any final judgment rendered thereby in connection with such
litigation.  The Company further irrevocably consents to the service
of process by registered mail, postage prepaid, or by personal service within or
without the State of Arizona.  The Company hereby expressly and
irrevocably waives, to the fullest extent permitted by law, any objection which
it may have or hereafter may have to the laying of venue of any such litigation
brought in any such court referred to above and any claim that any such
litigation has been brought in any inconvenient forum.  To the extent
that the Company has or hereafter may acquire any immunity from jurisdiction of
any court or from any legal process (whether through service or notice,
attachment prior to judgment, attachment in aid of execution or otherwise) with
respect to itself or its property.  The Company hereby irrevocably
waives such immunity in respect of its obligations under this agreement and the
other loan documents.
  9
 
 FORM OF
WARRANT
  
 12.11        Waiver of Jury
Trial.The Warrantholder and the Company hereby knowingly,
voluntarily and intentionally waive any rights they may have to a trial by jury
in respect of any litigation based hereon, or arising out of, under, or in
connection with, this agreement, or any course of conduct, course of dealing,
statements (whether oral or written) or actions of the Warrantholder or the
Company.  The Company acknowledges and agrees that it has received
full and sufficient consideration for this provision and that this provision is
a material inducement for the Warrantholder entering into this
agreement.
 
 12.12        Consents.  The
person signing this Warrant on behalf of the Company hereby represents and
warrants that he has the necessary power, consent and authority to execute and
deliver this Warrant on behalf of the Company.
 
 12.13        Further
Assurances.  In addition to the instruments and documents to be
made, executed and delivered pursuant to this Warrant, the parties hereto agree
to make, execute and deliver or cause to be made, executed and delivered, to the
requesting party such other instruments and to take such other actions as the
requesting party may reasonably require to carry out the terms of this Warrant
and the transactions contemplated hereby.
 
 12.14        Section
Headings.  The Section headings in this Warrant are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Warrant.
 
 12.15        Construction.  Unless
the context otherwise requires, when used herein, the singular shall be deemed
to include the plural, the plural shall be deemed to include each of the
singular, and pronouns of one or no gender shall be deemed to include the
equivalent pronoun of the other or no gender.
 
 IN
WITNESS WHEREOF, the parties have caused this Warrant to be duly executed, all
as of the day and year first above written.
  COMPANY:Studio One Media,
      Inc.By:
              /s/ Preston J.
SheaPreston J. Shea,
    President
 10
 
 FORM OF
WARRANT
  EXHIBIT 1
 
 ELECTION TO EXERCISE
WARRANT
 
 The
undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant for, and to purchase thereunder, _______shares
of Common Stock of Studio One Media, Inc., a Delaware corporation (“Shares”)
provided for therein, and requests that certificates for the Shares be issued in
the name of:*
 
 Name:___________________________________________________________
 
 Address:_________________________________________________________
 
 Social
Security No.________________________________________________
 
 or Tax ID
Number:_________________________________________________
 
 and, if
such number of Shares shall not be all of the Shares purchasable under the
Warrant, that a new Warrant certificate for the balance of the Shares
purchasable under the within Warrant be registered in the name of the
undersigned Warrantholder or his Assignee* as indicated below and delivered to
the address stated below:
 
 Dated:
_________________, 20___
 
 Name of
Warrantholder of
 Assignee
(Please Print)_____________________________________________
 
 Address:_________________________________________________________
 
 
 Signature:________________________________________________________
 
 
 Signature
Guaranteed:______________________________________________
 Signature of Guarantor
 
 
 
 
 *            
The Warrant contains restrictions on sale, assignment or transfer.
 **           Note:  The
above signature must correspond with the name as written onthe face of this
Warrant certificate in every particular, without alteration or enlargement or
any change whatever, unless this warrant has been assigned.
 
  11
 
 FORM OF
WARRANT
  EXHIBIT 2
 
 ASSIGNMENT OF
WARRANT
 (To be signed only upon
assignment of Warrant)*
 
 
 
 FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
 
 ________________________________________________________________
 ________________________________________________________________
 (Name,
Address and S.S./E.I. No. of Assignee must be Printed or
Typewritten)
 
 the
within Warrant issued by Studio One Media, Inc., a Delaware corporation, hereby
irrevocably constituting and appointing _______________________________ Attorney
to transfer said Warrant on the books of the Company, with full power of
substitution in the premises.
 
 
 Dated:
___________________, 20____
 
 
 
 
 _______________________________________**
 Signature of Registered
Holder
 
 
 
 Signature
Guaranteed: ________________________________________
 Signature of Guarantor
 
 
 
 *           The
Warrant contains restrictions on sale, assignment or transfer.
 
 ** Note:  The signature of this
assignment must correspond with the name as it appears upon the face of the
Warrant certificate in every particular, without alteration or enlargement
or any change whatever.
   12