EXHIBIT
        10.10

      


      [Date]

      


      [ADDRESS]


      


      Re:
        Santa
        Monica Media Corporation

      


      


      Gentlemen:

       

      This
        letter will confirm the agreement of the undersigned to purchase warrants
        ("Warrants") of Santa Monica Media Corporation, a Delaware corporation
(the
        "Company") included in the units ("Units") being sold in the Company's
initial
        public offering ("IPO") upon the terms and conditions set forth herein.
Each
        Unit
        is comprised of one share of common stock, par value $.001 per share,
of
        the
        Company (the "Common Stock") and one Warrant to purchase a share of Common
        Stock. The shares of Common Stock and Warrants will not be separately
tradable
        until 90 days after the effective date of the Company's IPO unless The
Shemano
        Group, Inc. ("Shemano") informs the Company of its decision to
        allow earlier
        separate trading.

       

      The
        undersigned agrees that on the date hereof it
        will enter into an agreement or plan in accordance with the guidelines specified
        by Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the
        "Exchange Act"), with an independent broker-dealer (the "Broker") registered
        under Section 15 of the Exchange Act which is neither affiliated with the
        Company, Shemano nor part of the underwriting or selling group, pursuant
        to
        which the Broker will purchase up to $_________ of Warrants in the public
        marketplace for the undersigned's account during the 40 trading day period
        commencing on the later of (i) the day the Warrants begin trading separately
        or
        (ii) the 60th calendar day after the end of the restricted period under
        Regulation M, at market prices not to exceed $1.20 per Warrant. The undersigned
        shall instruct the Broker to fill such order in such amounts and at such
        times
        as the Broker may determine, in its sole discretion, during the 40 trading
        day
        period described above.

    

    
      


      As
        the
        date hereof, the undersigned represents and warrants that he is not aware
        of any
        material nonpublic information concerning the Company or any securities of
        the
        Company and is entering into this agreement in good faith and not as part
        of a
        plan or scheme to evade the prohibitions of Rule 10b5-1. The undersigned
        agrees that while this agreement is in effect, the undersigned shall comply
        with
        the prohibition set forth in Rule 10b5-1(c)(1)(i)(C) against entering
        into
        or altering a corresponding or hedging transaction or position with respect
        to
        the Company's securities. The undersigned further agrees that he shall not,
        directly or indirectly, communicate any material nonpublic information relating
        to the Company or the Company's securities to any employee of Shemano or
        the
        Broker. The undersigned does not have, and shall not attempt to exercise,
        any
        influence over how, when or whether to effect purchases of Warrants pursuant
        to
        this agreement or any other plan or agreement with the Broker.

      


      The
        undersigned shall instruct the Broker to make, keep, and produce promptly
        upon
        request a daily time-sequenced schedule of all Warrant purchases made pursuant
        to this agreement, on a transaction-by-transaction basis, including
        (i) size, time of execution, price of purchase; and (ii) the
        exchange,
        quotation system, or other facility through which the Warrant purchase
        occurred.

       

      The
        undersigned agrees that they shall not sell or transfer the Warrants until
        the
        earlier of the consummation
        of a merger, capital stock exchange, asset acquisition or other similar
        business combination involving the Company and acknowledges that, at the
        option
        of
        the Broker, the certificates for such Warrants shall contain a legend
indicating
        such restriction on transferability.

      


      This
        letter agreement shall for all purposes be deemed to be made under and
        shall
        be construed in accordance with the laws of the State of California,
with
        regard to the conflicts of laws principals thereof. This Agreement shall
        be
binding
        upon the undersigned and the heirs, successors and assigns of the undersigned.

       

      
        	 	
                Very
                  truly yours,

                 

                -----------------------------------------------

                [Name]