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.
 
 **1.4**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
        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
 
 FORM OF 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.
  7
 
 FORM OF 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.
  8
 
 FORM OF 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