<PAGE>

                                                                    Exhibit 10.8

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

Warrant  No.  2002-1


     This Common Stock Purchase Warrant (the "Warrant") certifies that for value
received,  Gemini  Capital,  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,  62,500  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:

     I.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.

     I.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,

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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.

     I.3     "Exercise Price" shall mean the initial exercise price of $1.00, as
adjusted  from  time  to  time  pursuant  to  the  provisions  hereof.

     I.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.

     I.5     "Warrant"  shall  mean  the  right  upon  exercise  to purchase one
Warrant  Share.

     I.6     "Warrant Shares" shall mean the shares of Common Stock purchased or
purchasable  by  the  holder  hereof  upon  the  exercise  of  the  Warrants.

                                        2
<PAGE>

                                   ARTICLE II

                              Exercise of Warrants

     II.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.

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

     II.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.

     II.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

                                        3
<PAGE>

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).

     II.5     Loan  Agreement. The Warrants represented  hereby  were  issued on
conjunction  with  a  Loan  Agreement  dated  around November __ 2002 (the "Loan
Agreement")  between the Company and the Holder. 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.

     II.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.

     II.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.

                                        4
<PAGE>

                                   ARTICLE III

                                    Transfer

III.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
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.

     III.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.

     III.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.

          III.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:

          III.4.1  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.

          III.4.2 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


                                        5
<PAGE>

     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

          IV.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 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.

          IV.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.

          IV.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.

          IV.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

                                        6
<PAGE>
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.

          IV.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.

          IV.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.

          IV.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.

          IV.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.

                                        7
<PAGE>

     ARTICLE  V

     Miscellaneous

     V.1     Entire  Agreement.  These  Warrants,  together  with  the  Loan
Agreement,  contain  the  entire  agreement  between  the  holder hereof 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.

     V.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.

     V.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.

     V.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.

     V.5     Copy of Warrant.  A copy of these Warrants shall be filed among the
records  of  the  Company.

     V.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.

     V.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 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


                                        8
<PAGE>

as  a  stockholder  of  the  Company,  whether such liability is asserted by the
Company  or  by  creditors  of  the  Company.

     V.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.

     V.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.

                                        9
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its
name  dated  November  1,  2002


                                         Trimedia  Entertainment  Group,  Inc.



                                         ------------------------------------
                                         Chris  Schwartz
                                         Title:  President


                                         ------------------------------------
                                         Witness



                                       10
<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:
     ------------------------------------

                                       11
<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:
     -------------------------------------


                                       12


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