EXHIBIT 10.25



August 3, 2006



Media & Entertainment Holdings, Inc.
4429 Edmondson Avenue
Dallas, Texas 75205



Lazard Capital Markets LLC
30 Rockefeller Plaza
New York, New York 10112



Ladenburg Thalmann & Co. Inc.
590 Madison Avenue, 34th Floor
New York, New York 10022



               Re:     Initial Public Offering
                       -----------------------

Gentlemen:


               The undersigned  stockholder of Media &  Entertainment  Holdings,
Inc. ("Company"),  in consideration of Lazard Capital Markets LLC ("Lazard") and
Ladenburg  Thalmann & Co. Inc.  ("Ladenburg")  agreeing to underwrite an initial
public  offering of the  securities of the Company  ("IPO") and embarking on the
IPO process, hereby agrees as follows (certain capitalized terms used herein are
defined in paragraph 11 hereof):


               1.  If the  Company  solicits  approval of its stockholders  of a
Business  Combination,  the  undersigned  will vote all  Insider  Shares and IPO
Shares  owned by it in  accordance  with the  majority  of the votes cast by the
holders of the IPO Shares,  other than  Insiders,  officers and directors of the
Company.


               2. The undersigned  acknowledges and agrees that the Company will
not  consummate  any  Business  Combination  which  involves a company  which is
affiliated  with any of the Insiders  unless the Company obtains an opinion from
an  independent  investment  banking firm  reasonably  acceptable  to Lazard and
Ladenburg that the business  combination  is fair to the Company's  stockholders
from a financial perspective.


               3.  Neither the undersigned  nor any Affiliate of the undersigned
will be entitled to receive and will not accept any  compensation  for  services
rendered to the Company prior to the consummation of the Business Combination.

               4.  Neither  the   undersigned   nor  or  any  Affiliate  of  the
undersigned  will be entitled  to receive or accept a finder's  fee or any other
compensation  in the event the  undersigned or any Affiliate of the  undersigned
originates a Business Combination.

<PAGE>


Media & Entertainment Holdings, Inc.
Lazard Capital Markets LLC
Ladenburg Thalmann & Co. Inc.
August 3, 2006
Page 2



               5.  The undersigned will escrow its Insider Shares for the period
commencing on the effective date of the registration  statement  relating to the
IPO and ending one year from the consummation of a business combination, subject
to the terms of a Stock Escrow  Agreement which the Company will enter into with
the undersigned and an escrow agent acceptable to the Company.

               6.  The undersigned represents and warrants that:

               (a) it is not subject to or a respondent in any legal action for,
any  injunction,  cease-and-desist  order or order or  stipulation  to desist or
refrain from any act or practice  relating to the offering of  securities in any
jurisdiction;

               (b) it has never been convicted of or pleaded guilty to any crime
(i)  involving  any  fraud or (ii)  relating  to any  financial  transaction  or
handling of funds of another person,  or (iii) pertaining to any dealings in any
securities and it is not currently a defendant in any such criminal  proceeding;
and

               (c) it has never been  suspended or expelled  from  membership in
any  securities or  commodities  exchange or  association or had a securities or
commodities license or registration denied, suspended or revoked.

               7.  The undersigned has full right and power,  without  violating
any agreement by which he is bound, to enter into this letter agreement.

               8.  As used  herein, (i) a "Business  Combination"  shall mean an
acquisition  by merger,  capital  stock  exchange,  asset or stock  acquisition,
reorganization or otherwise,  of an operating  business selected by the Company;
(ii)  "Insiders"  shall mean all officers and directors who are  stockholders of
the Company  immediately prior to the IPO; (iii) "Insider Shares" shall mean all
of the shares of Common  Stock of the Company  owned by an Insider  prior to the
IPO; and (iv) "IPO  Shares"  shall mean the shares of Common Stock issued in the
Company's IPO.

               9. The undersigned hereby waives its right to exercise conversion
rights  with  respect to any  Insider  Shares  and/or  IPO  Shares  owned by the
undersigned, directly or indirectly, and agrees that it will not seek conversion
with respect to such Insider  Shares  and/or IPO Shares in  connection  with any
vote to  approve a  Business  Combination  (as is more  fully  described  in the
Company's Prospectus relating to its IPO).

                                       2
<PAGE>


Media & Entertainment Holdings, Inc.
Lazard Capital Markets LLC
Ladenburg Thalmann & Co. Inc.
August 3, 2006
Page 3



                                               HEARST CORPORATION



                                               By:    /s/ Ronald J. Doerfler
                                                   -----------------------------
                                                      Ronald J. Doerfler
                                                      Senior Vice President and
                                                      Chief Financial Officer

                                       3