EXHIBIT 10.20



                                 PROMISSORY NOTE


$15,000.00                                                   As of April 3, 2006
Dallas, Texas


      Media & Entertainment Holdings, Inc. (the "Maker") promises to pay to the
order of Bruce Maggin (the "Payee") the principal sum of FIFTEEN THOUSAND and
00/100 dollars ($15,000.00) in lawful money of the United States of America on
the terms and conditions described below.

1)    PRINCIPAL. The principal balance of this Note shall be repayable on the
earlier of (i) April 3, 2007 or (ii) the date on which Maker consummates an
initial public offering of its securities.

2)    INTEREST. No interest shall accrue on the unpaid principal balance of this
Note.

3)    APPLICATION OF PAYMENTS. All payments shall be applied first to payment in
full of any costs incurred in the collection of any sum due under this Note,
including (without limitation) reasonable attorneys' fees, then to the payment
in full of any late charges and finally to the reduction of the unpaid principal
balance of this Note.

4)    EVENTS OF DEFAULT. The following shall constitute Events of Default:

            a)    FAILURE TO MAKE REQUIRED PAYMENTS. Failure by Maker to pay the
            principal of or accrued interest on this Note within five (5)
            business days following the date when due.

            b)    VOLUNTARY BANKRUPTCY, ETC. The commencement by Maker of a
            voluntary case under the Federal Bankruptcy Code, as now constituted
            or hereafter amended, or any other applicable federal or state
            bankruptcy, insolvency, reorganization, rehabilitation or other
            similar law, or the consent by it to the appointment of or taking
            possession by a receiver, liquidator, assignee, trustee, custodian,
            sequestrator (or other similar official) of Maker or for any
            substantial part of its property, or the making by it of any
            assignment for the benefit of creditors, or the failure of Maker
            generally to pay its debts as such debts become due, or the taking
            of corporate action by Maker in furtherance of any of the foregoing.

            c)    INVOLUNTARY BANKRUPTCY, ETC. The entry of a decree or order
            for relief by a court having jurisdiction in the premises in respect
            of maker in an involuntary case under the Federal Bankruptcy Code,
            as now or hereafter constituted, or any

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            other applicable federal or state bankruptcy, insolvency or other
            similar law, or appointing a receiver, liquidator, assignee,
            custodian, trustee, sequestrator (or similar official) of Maker or
            for any substantial part of its property, or ordering the winding-up
            or liquidation of the affairs of Maker, and the continuance of any
            such decree or order unstayed and in effect for a period of 60
            consecutive days.

5)    REMEDIES.

            a)    Upon the occurrence of an Event of Default specified in
            Section 4(a), Payee may, by written notice to Maker, declare this
            Note to be due and payable, whereupon the principal amount of this
            Note, and all other amounts payable thereunder, shall become
            immediately due and payable without presentment, demand, protest or
            other notice of any kind, all of which are hereby expressly waived,
            anything contained herein or in the documents evidencing the same to
            the contrary notwithstanding.

            b)    Upon the occurrence of an Event of Default specified in
            Sections 4(b) and 4(c), the unpaid principal balance of, and all
            other sums payable with regard to, this Note shall automatically and
            immediately become due and payable, in all cases without any action
            on the part of Payee.

6)    WAIVERS. Maker and all endorsers and guarantors of, and sureties for, this
Note waive presentment for payment, demand, notice of dishonor, protest, and
notice of protest with regard to the Note, all errors, defects and imperfections
in any proceedings instituted by Payee under the terms of this Note, and all
benefits that might accrue to Maker by virtue of any present or future laws
exempting any property, real or personal, or any part of the proceeds arising
from any sale of any such property, from attachment, levy or sale under
execution, or providing for any stay of execution, exemption from civil process,
or extension of time for payment; and Maker agrees that any real estate that may
be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of
execution issued hereon, may be sold upon any such writ in whole or in part in
any order desired by Payee.

7)    UNCONDITIONAL LIABILITY. Maker hereby waives all notices in connection
with the delivery, acceptance, performance, default, or enforcement of the
payment of this Note, and agrees that its liability shall be unconditional,
without regard to the liability of any other party, and shall not be affected in
any manner by any indulgence, extension of time, renewal, waiver or modification
granted or consented to by Payee, and consents to any and all extensions of
time, renewals, waivers, or modifications that may be granted by Payee with
respect to the payment or other provisions of this Note, and agrees that
additional makers, endorsers, guarantors, or sureties may become parties hereto
without notice to them or affecting their liability hereunder.

8)    NOTICES. Any notice called for hereunder shall be deemed properly given if
(i) sent by certified mail, return receipt requested, (ii) personally delivered,
(iii) dispatched by any form of private or governmental express mail or delivery
service providing

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receipted delivery, (iv) sent by telefacsimile or (v) sent by e-mail, to the
following addresses or to such other address as either party may designate by
notice in accordance with this Section:

      IF TO MAKER:

      Media & Entertainment Holdings, Inc.
      4429 Edmondson Avenue
      Dallas, TX 75205
      Attn:    Herbert A. Granath, Chief Executive Officer

      IF TO PAYEE:

      Bruce Maggin
      c/o H.A.M Media
      305 Madison Avenue
      New York, NY 10017

9)    Notice shall be deemed given on the earlier of (i) actual receipt by the
receiving party, (ii) the date shown on a telefacsimile transmission
confirmation, (iii) the date on which an e-mail transmission was received by the
receiving party's on-line access provider (iv) the date reflected on a signed
delivery receipt, or (vi) two (2) Business Days following tender of delivery or
dispatch by express mail or delivery service.

10)   CONSTRUCTION. This Note shall be construed and enforced in accordance with
the domestic, internal law, but not the law of conflict of laws, of the State of
Texas.

11)   SEVERABILITY. Any provision contained in this Note which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

      IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has
caused this Note to be duly executed by its Chief Operating Officer the day and
year first above written.


                                            MEDIA & ENTERTAINMENT HOLDINGS, INC.


                                                     By: /s/ Harvey M. Seslowsky
                                                     ---------------------------
                                                       Name: Harvey M. Seslowsky
                                                  Title: Chief Operating Officer