EXHIBIT
        4.4 

       

      THE
        REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES
        THAT
        IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN
        PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT
        WILL
        NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR
        A
        PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE
        OTHER
        THAN (I) THE SHEMANO GROUP, INC. (“THE SHEMANO GROUP”) OR AN UNDERWRITER OR A
        SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER
        OR
        PARTNER OF THE SHEMANO GROUP OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
        

       

      THIS
        PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) THE CONSUMMATION
        BY
        SANTA MONICA MEDIA CORPORATION (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE,
        ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”)
        (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED
        HEREIN)) AND (II) ______________, 2006. VOID AFTER 5:00 P.M. PACIFIC TIME,
        _____________, 2010. 

       

      UNIT
        PURCHASE OPTION 

       

      FOR
        THE
        PURCHASE OF 

       

      1,560,000
        UNITS 

       

      OF
        

       

      SANTA
        MONICA MEDIA CORPORATION 

       

      1.       
        PURCHASE OPTION. 

       

              THIS
        CERTIFIES THAT, in consideration of $_____ duly paid by or on behalf of
        ____________________ (“Holder”), as registered owner of this Purchase Option, to
        Santa Monica Media Corporation (“Company”), Holder is entitled, at any time or
        from time to time upon the later of (i) the consummation of a Business
        Combination AND (ii) ___________, 2006 (“Commencement Date”), and at or before
        5:00 p.m., Pacific Time, _____________, 2010 (“Expiration Date”), but not
        thereafter, to subscribe for, purchase and receive, in whole or in part,
        up to
        Fifteen Million Six Hundred Thousand (1,560,000) units (“Units”) of the Company,
        each Unit consisting of one share of common stock of the Company, par value
        $.001 per share (“Common Stock”), and one warrant (“Warrant”) expiring four
        years from the effective date (“Effective Date”) of the registration statement
        (“Registration Statement”) pursuant to which Units are offered for sale to the
        public (“Offering”). Each Warrant is the same as the warrants included in the
        Units being registered for sale to the public by way of the Registration
        Statement (“Public Warrants”) except that the Warrants have an exercise price of
        $7.50 per share. If the Expiration Date is a day on which banking institutions
        are authorized by law to close, then this Purchase Option may be exercised
        on
        the next succeeding day, which is not such a day in accordance with the terms
        herein. During the period ending on the Expiration Date, the Company agrees
        not
        to take any action that would terminate the Purchase Option. This Purchase
        Option is initially exercisable at $7.50 per Unit so purchased; provided,
        however, that upon the occurrence of any of the events specified in Section
        6
        hereof, the rights granted by this Purchase Option, including the exercise
        price
        per Unit and the number of Units (and shares of Common Stock and Warrants)
        to be
        received upon such exercise, shall be adjusted as therein specified. The
        term
“Exercise Price” shall mean the initial exercise price or the adjusted exercise
        price, depending on the context. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      2.       
        EXERCISE. 

       

              2.1
        EXERCISE FORM. In order to exercise this Purchase Option, the exercise form
        attached hereto must be duly executed and completed and delivered to the
        Company, together with this Purchase Option and payment of the Exercise Price
        for the Units being purchased payable in cash or by certified check or official
        bank check. If the subscription rights represented hereby shall not be exercised
        at or before 5:00 p.m., Pacific Time, on the Expiration Date this Purchase
        Option shall become and be void without further force or effect, and all
        rights
        represented hereby shall cease and expire. 

       

              2.2
        LEGEND. Each certificate for the securities purchased under this Purchase
        Option
        shall bear a legend as follows unless such securities have been registered
        under
        the Securities Act of 1933, as amended (“Act”): 

       

      
        	
                 
                  

              	
                “The
                  securities represented by this certificate have not been registered
                  under
                  the Securities Act of 1933, as amended (“Act”) or applicable state law.
                  The securities may not be offered for sale, sold or otherwise transferred
                  except pursuant to an effective registration statement under the
                  Act, or
                  pursuant to an exemption from registration under the Act and applicable
                  state law.”

              


      

      


            2.3
        INTENTIONALLY OMITTED. 

       

      3.       
        TRANSFER. 

       

              3.1
        GENERAL RESTRICTIONS. The registered Holder of this Purchase Option, by its
        acceptance hereof, agrees that it will not sell, transfer, assign, pledge
        or
        hypothecate this Purchase Option for a period of one year following the
        Effective Date to anyone other than (i) The Shemano Group or an underwriter
        or a
        selected dealer in connection with the Offering, or (ii) a bona fide officer
        or
        partner of The Shemano Group or of any such underwriter or selected dealer.
        On
        and after the second anniversary of the Effective Date, transfers to others
        may
        be made subject to compliance with or exemptions from applicable securities
        laws. In order to make any permitted assignment, the Holder must deliver
        to the
        Company the assignment form attached hereto duly executed and completed,
        together with the Purchase Option and payment of all transfer taxes, if any,
        payable in connection therewith. The Company shall within five business days
        transfer this Purchase Option on the books of the Company and shall execute
        and
        deliver a new Purchase Option or Purchase Options of like tenor to the
        appropriate assignee(s) expressly evidencing the right to purchase the aggregate
        number of Units purchasable hereunder or such portion of such number as shall
        be
        contemplated by any such assignment. 

       

              3.2
        RESTRICTIONS IMPOSED BY THE ACT. The securities evidenced by this Purchase
        Option shall not be transferred unless and until (i) the Company has received
        the opinion of counsel for the Holder that the securities may be transferred
        pursuant to an exemption from registration under the Act and applicable state
        securities laws, the availability of which is established to the reasonable
        satisfaction of the Company (the Company hereby agreeing that the opinion
        of
        Blank Rome shall be deemed satisfactory evidence of the availability of an
        exemption), or (ii) a registration statement or a post-effective amendment
        to
        the Registration Statement relating to such securities has been filed by
        the
        Company and declared effective by the Securities and Exchange Commission
        and
        compliance with applicable state securities law has been established.


       

      4.       
        NEW PURCHASE OPTIONS TO BE ISSUED. 

       

              4.1
        PARTIAL EXERCISE OR TRANSFER. Subject to the restrictions in Section 3 hereof,
        this Purchase Option may be exercised or assigned in whole or in part. In
        the
        event of the exercise or assignment hereof in part only, upon surrender of
        this
        Purchase Option for cancellation, together with the duly executed exercise
        or
        assignment form and funds sufficient to pay any Exercise Price and/or transfer
        tax, the Company shall cause to be delivered to the Holder without charge
        a new
        Purchase Option of like tenor to this Purchase Option in the name of the
        Holder
        evidencing the right of the Holder to purchase the number of Units purchasable
        hereunder as to which this Purchase Option has not been exercised or assigned.
        

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

              4.2
        LOST CERTIFICATE. Upon receipt by the Company of evidence satisfactory to
        it of
        the loss, theft, destruction or mutilation of this Purchase Option and of
        reasonably satisfactory indemnification or the posting of a bond, the Company
        shall execute and deliver a new Purchase Option of like tenor and date. Any
        such
        new Purchase Option executed and delivered as a result of such loss, theft,
        mutilation or destruction shall constitute a substitute contractual obligation
        on the part of the Company. 

       

      5.       
        REGISTRATION RIGHTS. 

       

          5.1
        DEMAND REGISTRATION. 

       

              5.1.1
        GRANT OF RIGHT. The Company, upon written demand (“Initial Demand Notice”) of
        the Holder(s) of at least 51% of the Purchase Options and/or the underlying
        Units and/or the underlying securities (“Majority Holders”), agrees to register
        on one occasion, all or any portion of the Purchase Options requested by
        the
        Majority Holders in the Initial Demand Notice and all of the securities
        underlying such Purchase Options, including the Units, Common Stock, the
        Warrants and the Common Stock underlying the Warrants (collectively, the
        “Registrable Securities”). On such occasion, the Company will file a
        registration statement or a post-effective amendment to the Registration
        Statement covering the Registrable Securities within sixty days after receipt
        of
        the Initial Demand Notice and use its best efforts to have such registration
        statement or post-effective amendment declared effective as soon as possible
        thereafter. The demand for registration may be made at any time during a
        period
        of five years beginning on the Effective Date. The Company covenants and
        agrees
        to give written notice of its receipt of any Initial Demand Notice by any
        Holder(s) to all other registered Holders of the Purchase Options and/or
        the
        Registrable Securities within ten days from the date of the receipt of any
        such
        Initial Demand Notice. 

       

              5.1.2
        TERMS. The Company shall bear all fees and expenses attendant to registering
        the
        Registrable Securities, including the expenses of any legal counsel selected
        by
        the Holders to represent them in connection with the sale of the Registrable
        Securities, but the Holders shall pay any and all underwriting commissions.
        The
        Company agrees to use its reasonable best efforts to qualify or register
        the
        Registrable Securities in such States as are reasonably requested by the
        Majority Holder(s); provided, however, that in no event shall the Company
        be
        required to register the Registrable Securities in a State in which such
        registration would cause (i) the Company to be obligated to qualify to do
        business in such State, or would subject the Company to taxation as a foreign
        corporation doing business in such jurisdiction or (ii) the principal
        stockholders of the Company to be obligated to escrow their shares of capital
        stock of the Company. The Company shall cause any registration statement
        or
        post-effective amendment filed pursuant to the demand rights granted under
        Section 5.1.1 to remain effective for a period of nine consecutive months
        from
        the effective date of such registration statement or post-effective amendment.
        

       

          5.2
        “PIGGY-BACK” REGISTRATION. 

       

              5.2.1
        GRANT OF RIGHT. In addition to the demand right of registration, the Holders
        of
        the Purchase Options shall have the right for a period of seven years commencing
        on the Effective Date, to include the Registrable Securities as part of any
        other registration of securities filed by the Company (other than in connection
        with a transaction contemplated by Rule 145(a) promulgated under the Act
        or
        pursuant to Form S-8); provided, however, that if, in the written opinion
        of the
        Company’s managing underwriter or underwriters, if any, for such offering, the
        inclusion of the Registrable Securities, when added to the securities being
        registered by the Company or the selling stockholder(s), will exceed the
        maximum
        amount of the Company’s securities which can be marketed (i) at a price
        reasonably related to their thenx current market value, and (ii) without
        materially and adversely affecting the entire offering, then the Company
        will
        still be required to include the Registrable Securities, but may require
        the
        Holders to agree, in writing, to delay the sale of all or any portion of
        the
        Registrable Securities for a period of 90 days from the effective date of
        the
        offering, provided, further, that if the sale of any Registrable Securities
        is
        so delayed, then the number of securities to be sold by all stockholders
        in such
        public offering during such 90 day period shall be apportioned PRO RATA among
        all such selling stockholders, including all holders of the Registrable
        Securities, according to the total amount of securities of the Company owned
        by
        said selling stockholders, including all holders of the Registrable Securities.
        

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

              5.2.2
        TERMS. The Company shall bear all fees and expenses attendant to registering
        the
        Registrable Securities, including the expenses of any legal counsel selected
        by
        the Holders to represent them in connection with the sale of the Registrable
        Securities but the Holders shall pay any and all underwriting commissions
        related to the Registrable Securities. In the event of such a proposed
        registration, the Company shall furnish the then Holders of outstanding
        Registrable Securities with not less than fifteen days written notice prior
        to
        the proposed date of filing of such registration statement. Such notice to
        the
        Holders shall continue to be given for each applicable registration statement
        filed (during the period in which the Purchase Option is exercisable) by
        the
        Company until such time as all of the Registrable Securities have been
        registered and sold. The holders of the Registrable Securities shall exercise
        the “piggy-back” rights provided for herein by giving written notice, within ten
        days of the receipt of the Company’s notice of its intention to file a
        registration statement. The Company shall cause any registration statement
        filed
        pursuant to the above “piggyback” rights to remain effective for at least nine
        months from the date that the Holders of the Registrable Securities are first
        given the opportunity to sell all of such securities. 

       

      5.3
        DAMAGES. Should the registration or the effectiveness thereof required by
        Sections 5.1 and 5.2 hereof be delayed by the Company or the Company otherwise
        fails to comply with such provisions, the Company shall, in addition to any
        other equitable or other relief available to the Holder(s), be liable for
        any
        and all incidental, special and consequential damages sustained by the
        Holder(s), including, but not limited to, the loss of any profits that might
        have been received by the holder upon the sale of shares of Common Stock
        or
        Warrants (and shares of Common Stock underlying the Warrants) underlying
        this
        Purchase Option. 

       

            5.4
        GENERAL TERMS. 

       

              5.4.1
        INDEMNIFICATION. The Company shall indemnify the Holder(s) of the Registrable
        Securities to be sold pursuant to any registration statement hereunder and
        each
        person, if any, who controls such Holders within the meaning of Section 15
        of
        the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended
        (“Exchange Act”), against all loss, claim, damage, expense or liability
        (including all reasonable attorneys’ fees and other expenses reasonably incurred
        in investigating, preparing or defending against litigation, commenced or
        threatened, or any claim whatsoever whether arising out of any action between
        the underwriter and the Company or between the underwriter and any third
        party
        or otherwise) to which any of them may become subject under the Act, the
        Exchange Act or otherwise, arising from such registration statement but only
        to
        the same extent and with the same effect as the provisions pursuant to which
        the
        Company has agreed to indemnify the underwriters contained in Section 5 of
        the
        Underwriting Agreement between the Company, The Shemano Group and the other
        underwriters named therein dated the Effective Date. The Holder(s) of the
        Registrable Securities to be sold pursuant to such registration statement,
        and
        their successors and assigns, shall severally, and not jointly, indemnify
        the
        Company, its officers and directors and each person, if any, who controls
        the
        Company within the meaning of Section 15 of the Act or Section 20(a) of the
        Exchange Act, against all loss, claim, damage, expense or liability (including
        all reasonable attorneys’ fees and other expenses reasonably incurred in
        investigating, preparing or defending against any claim whatsoever) to which
        they may become subject under the Act, the Exchange Act or otherwise, arising
        from information furnished by or on behalf of such Holders, or their successors
        or assigns, in writing, for specific inclusion in such registration statement
        to
        the same extent and with the same effect as the provisions contained in Section
        5 of the Underwriting Agreement pursuant to which the underwriters have agreed
        to indemnify the Company. 

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

              5.4.2
        EXERCISE OF PURCHASE OPTIONS. Nothing contained in this Purchase Option shall
        be
        construed as requiring the Holder(s) to exercise their Purchase Options or
        Warrants underlying such Purchase Options prior to or after the initial filing
        of any registration statement or the effectiveness thereof. 

       

              5.4.3
        DOCUMENTS DELIVERED TO HOLDERS. The Company shall furnish The Shemano Group,
        as
        representative of the Holders participating in any of the foregoing offerings,
        a
        signed counterpart, addressed to the participating Holders, of (i) an opinion
        of
        counsel to the Company, dated the effective date of such registration statement
        (and, if such registration includes an underwritten public offering, an opinion
        dated the date of the closing under any underwriting agreement related thereto),
        and (ii) a “cold comfort” letter dated the effective date of such registration
        statement (and, if such registration includes an underwritten public offering,
        a
        letter dated the date of the closing under the underwriting agreement) signed
        by
        the independent public accountants who have issued a report on the Company’s
        financial statements included in such registration statement, in each case
        covering substantially the same matters with respect to such registration
        statement (and the prospectus included therein) and, in the case of such
        accountants’ letter, with respect to events subsequent to the date of such
        financial statements, as are customarily covered in opinions of issuer’s counsel
        and in accountants’ letters delivered to underwriters in underwritten public
        offerings of securities. The Company shall also deliver promptly to The Shemano
        Group, as representative of the Holders participating in the offering, the
        correspondence and memoranda described below and copies of all correspondence
        between the Commission and the Company, its counsel or auditors and all
        memoranda relating to discussions with the Commission or its staff with respect
        to the registration statement and permit The Shemano Group, as representative
        of
        the Holders, to do such investigation, upon reasonable advance notice, with
        respect to information contained in or omitted from the registration statement
        as it deems reasonably necessary to comply with applicable securities laws
        or
        rules of the National Association of Securities Dealers, Inc. (“NASD”). Such
        investigation shall include access to books, records and properties and
        opportunities to discuss the business of the Company with its officers and
        independent auditors, all to such reasonable extent and at such reasonable
        times
        and as often as The Shemano Group, as representative of the Holders, shall
        reasonably request. The Company shall not be required to disclose any
        confidential information or other records to The Shemano Group, as
        representative of the Holders, or to any other person, until and unless such
        persons shall have entered into reasonable confidentiality agreements (in
        form
        and substance reasonably satisfactory to the Company), with the Company with
        respect thereto. 

       

              5.4.4
        UNDERWRITING AGREEMENT. The Company shall enter into an underwriting agreement
        with the managing underwriter(s), if any, selected by any Holders whose
        Registrable Securities are being registered pursuant to this Section 5, which
        managing underwriter shall be reasonably acceptable to the Company. Such
        agreement shall be reasonably satisfactory in form and substance to the Company,
        each Holder and such managing underwriters, and shall contain such
        representations, warranties and covenants by the Company and such other terms
        as
        are customarily contained in agreements of that type used by the managing
        underwriter. The Holders shall be parties to any underwriting agreement relating
        to an underwritten sale of their Registrable Securities and may, at their
        option, require that any or all the representations, warranties and covenants
        of
        the Company to or for the benefit of such underwriters shall also be made
        to and
        for the benefit of such Holders. Such Holders shall not be required to make
        any
        representations or warranties to or agreements with the Company or the
        underwriters except as they may relate to such Holders and their intended
        methods of distribution. Such Holders, however, shall agree to such covenants
        and indemnification and contribution obligations for selling stockholders
        as are
        customarily contained in agreements of that type used by the managing
        underwriter. Further, such Holders shall execute appropriate custody agreements
        and otherwise cooperate fully in the preparation of the registration statement
        and other documents relating to any offering in which they include securities
        pursuant to this Section 5. Each Holder shall also furnish to the Company
        such
        information regarding itself, the Registrable Securities held by it, and
        the
        intended method of disposition of such securities as shall be reasonably
        required to effect the registration of the Registrable Securities. 

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

              5.4.5
        RULE 144 SALE. Notwithstanding anything contained in this Section 5 to the
        contrary, the Company shall have no obligation pursuant to Sections 5.1 or
        5.2
        for the registration of Registrable Securities held by any Holder (i) where
        such
        Holder would then be entitled to sell under Rule 144 within any three-month
        period (or such other period prescribed under Rule 144 as may be provided
        by
        amendment thereof) all of the Registrable Securities then held by such Holder,
        and (ii) where the number of Registrable Securities held by such Holder is
        within the volume limitations under paragraph (e) of Rule 144 (calculated
        as if
        such Holder were an affiliate within the meaning of Rule 144). 

       

              5.4.6
        SUPPLEMENTAL PROSPECTUS. Each Holder agrees, that upon receipt of any notice
        from the Company of the happening of any event as a result of which the
        prospectus included in the Registration Statement, as then in effect, includes
        an untrue statement of a material fact or omits to state a material fact
        required to be stated therein or necessary to make the statements therein
        not
        misleading in light of the circumstances then existing, such Holder will
        immediately discontinue disposition of Registrable Securities pursuant to
        the
        Registration Statement covering such Registrable Securities until such Holder’s
        receipt of the copies of a supplemental or amended prospectus, and, if so
        desired by the Company, such Holder shall deliver to the Company (at the
        expense
        of the Company) or destroy (and deliver to the Company a certificate of such
        destruction) all copies, other than permanent file copies then in such Holder’s
        possession, of the prospectus covering such Registrable Securities current
        at
        the time of receipt of such notice. 

       

      6.       
        ADJUSTMENTS. 

       

      6.1
        ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SECURITIES. The Exercise Price
        and
        the number of Units underlying the Purchase Option shall be subject to
        adjustment from time to time as hereinafter set forth: 

       

              6.1.1
        STOCK DIVIDENDS — SPLIT-UPS. If after the date hereof, and subject to the
        provisions of Section 6.4 below, the number of outstanding shares of Common
        Stock is increased by a stock dividend payable in shares of Common Stock
        or by a
        split-up of shares of Common Stock or other similar event, then, on the
        effective date thereof, the number of shares of Common Stock underlying each
        of
        the Units purchasable hereunder shall be increased in proportion to such
        increase in outstanding shares. In such case, the number of shares of Common
        Stock, and the exercise price applicable thereto, underlying the Warrants
        underlying each of the Units purchasable hereunder shall be adjusted in
        accordance with the terms of the Warrants. For example, if the Company declares
        a two-for-one stock dividend and at the time of such dividend this Purchase
        Option is for the purchase of one Unit at $[ ] per whole Unit (the Warrant
        underlying the Units is exercisable for $[ ] per share), upon effectiveness
        of
        the dividend, this Purchase Option will be adjusted to allow for the purchase
        of
        one Unit at $[ ] per Unit, each Unit entitling the holder to receive two
        shares
        of Common Stock and four Warrants (each Warrant exercisable for $[ ] per
        share).


       

              6.1.2
        AGGREGATION OF SHARES. If after the date hereof, and subject to the provisions
        of Section 6.4, the number of outstanding shares of Common Stock is decreased
        by
        a consolidation, combination or reclassification of shares of Common Stock
        or
        other similar event, then, on the effective date thereof, the number of shares
        of Common Stock underlying each of the Units purchasable hereunder shall
        be
        decreased in proportion to such decrease in outstanding shares. In such case,
        the number of shares of Common Stock, and the exercise price applicable thereto,
        underlying the Warrants underlying each of the Units purchasable hereunder
        shall
        be adjusted in accordance with the terms of the Warrants. 

       

              6.1.3
        REPLACEMENT OF SECURITIES UPON REORGANIZATION, ETC. In case of any
        reclassification or reorganization of the outstanding shares of Common Stock
        other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely
        affects the par value of such shares of Common Stock, or in the case of any
        merger or consolidation of the Company with or into another corporation (other
        than a consolidation or merger in which the Company is the continuing
        corporation and that does not result in any reclassification or reorganization
        of the outstanding shares of Common Stock), or in the case of any sale or
        conveyance to another corporation or entity of the property of the Company
        as an
        entirety or substantially as an entirety in connection with which the Company
        is
        dissolved, the Holder of this Purchase Option shall have the right thereafter
        (until the expiration of the right of exercise of this Purchase Option) to
        receive upon the exercise hereof, for the same aggregate Exercise Price payable
        hereunder immediately prior to such event, the kind and amount of shares
        of
        stock or other securities or property (including cash) receivable upon such
        reclassification, reorganization, merger or consolidation, or upon a dissolution
        following any such sale or transfer, by a Holder of the number of shares
        of
        Common Stock of the Company obtainable upon exercise of this Purchase Option
        and
        the underlying Warrants immediately prior to such event; and if any
        reclassification also results in a change in shares of Common Stock covered
        by
        Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections
        6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3
        shall
        similarly apply to successive reclassifications, reorganizations, mergers
        or
        consolidations, sales or other transfers. 

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

              6.1.4
        CHANGES IN FORM OF PURCHASE OPTION. This form of Purchase Option need not
        be
        changed because of any change pursuant to this Section, and Purchase Options
        issued after such change may state the same Exercise Price and the same number
        of Units as are stated in the Purchase Options initially issued pursuant
        to this
        Agreement. The acceptance by any Holder of the issuance of new Purchase Options
        reflecting a required or permissive change shall not be deemed to waive any
        rights to an adjustment occurring after the Commencement Date or the computation
        thereof. 

       

            6.2
        [Intentionally Omitted] 

       

            6.3
        SUBSTITUTE PURCHASE OPTION. In case of any consolidation of the Company with,
        or
        merger of the Company with, or merger of the Company into, another corporation
        (other than a consolidation or merger which does not result in any
        reclassification or change of the outstanding Common Stock), the corporation
        formed by such consolidation or merger shall execute and deliver to the Holder
        a
        supplemental Purchase Option providing that the holder of each Purchase Option
        then outstanding or to be outstanding shall have the right thereafter (until
        the
        stated expiration of such Purchase Option) to receive, upon exercise of such
        Purchase Option, the kind and amount of shares of stock and other securities
        and
        property receivable upon such consolidation or merger, by a holder of the
        number
        of shares of Common Stock of the Company for which such Purchase Option might
        have been exercised immediately prior to such consolidation, merger, sale
        or
        transfer. Such supplemental Purchase Option shall provide for adjustments
        which
        shall be identical to the adjustments provided in Section 6. The above provision
        of this Section shall similarly apply to successive consolidations or mergers.
        

       

              6.4
        ELIMINATION OF FRACTIONAL INTERESTS. The Company shall not be required to
        issue
        certificates representing fractions of shares of Common Stock or Warrants
        upon
        the exercise of the Purchase Option, nor shall it be required to issue scrip
        or
        pay cash in lieu of any fractional interests, it being the intent of the
        parties
        that all fractional interests shall be eliminated by rounding any fraction
        up to
        the nearest whole number of Warrants, shares of Common Stock or other
        securities, properties or rights. 

       

      7.       
        RESERVATION AND LISTING. The Company shall at all times reserve and keep
        available out of its authorized shares of Common Stock, solely for the purpose
        of issuance upon exercise of the Purchase Options or the Warrants underlying
        the
        Purchase Option, such number of shares of Common Stock or other securities,
        properties or rights as shall be issuable upon the exercise thereof. The
        Company
        covenants and agrees that, upon exercise of the Purchase Options and payment
        of
        the Exercise Price therefor, all shares of Common Stock and other securities
        issuable upon such exercise shall be duly and validly issued, fully paid
        and
        non-assessable and not subject to preemptive rights of any stockholder. The
        Company further covenants and agrees that upon exercise of the Warrants
        underlying the Purchase Options and payment of the respective Warrant exercise
        price therefor, all shares of Common Stock and other securities issuable
        upon
        such exercise shall be duly and validly issued, fully paid and non-assessable
        and not subject to preemptive rights of any stockholder. As long as the Purchase
        Options shall be outstanding, the Company shall use its best efforts to cause
        all (i) Units and shares of Common Stock issuable upon exercise of the Purchase
        Options, (iii) Warrants issuable upon exercise of the Purchase Options and
        (iv)
        shares of Common Stock issuable upon exercise of the Warrants included in
        the
        Units issuable upon exercise of the Purchase Option to be listed (subject
        to
        official notice of issuance) on all securities exchanges (or, if applicable
        on
        the Nasdaq National Market, SmallCap Market, OTC Bulletin Board or any successor
        trading market) on which the Units, the Common Stock or the Public Warrants
        issued to the public in connection herewith may then be listed and/or quoted.
        

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      8.       
        CERTAIN NOTICE REQUIREMENTS. 

       

              8.1
        HOLDER’S RIGHT TO RECEIVE NOTICE. Nothing herein shall be construed as
        conferring upon the Holders the right to vote or consent as a stockholder
        for
        the election of directors or any other matter, or as having any rights
        whatsoever as a stockholder of the Company. If, however, at any time prior
        to
        the expiration of the Purchase Options and their exercise, any of the events
        described in Section 8.2 shall occur, then, in one or more of said events,
        the
        Company shall give written notice of such event at least fifteen days prior
        to
        the date fixed as a record date or the date of closing the transfer books
        for
        the determination of the stockholders entitled to such dividend, distribution,
        conversion or exchange of securities or subscription rights, or entitled
        to vote
        on such proposed dissolution, liquidation, winding up or sale. Such notice
        shall
        specify such record date or the date of the closing of the transfer books,
        as
        the case may be. Notwithstanding the foregoing, the Company shall deliver
        to
        each Holder a copy of each notice given to the other stockholders of the
        Company
        at the same time and in the same manner that such notice is given to the
        stockholders. 

       

              8.2
        EVENTS REQUIRING NOTICE. The Company shall be required to give the notice
        described in this Section 8 upon one or more of the following events: (i)
        if the
        Company shall take a record of the holders of its shares of Common Stock
        for the
        purpose of entitling them to receive a dividend or distribution payable
        otherwise than in cash, or a cash dividend or distribution payable otherwise
        than out of retained earnings, as indicated by the accounting treatment of
        such
        dividend or distribution on the books of the Company, or (ii) the Company
        shall
        offer to all the holders of its Common Stock any additional shares of capital
        stock of the Company or securities convertible into or exchangeable for shares
        of capital stock of the Company, or any option, right or warrant to subscribe
        therefor, or (iii) a dissolution, liquidation or winding up of the Company
        (other than in connection with a consolidation or merger) or a sale of all
        or
        substantially all of its property, assets and business shall be proposed.
        

       

              8.3
        NOTICE OF CHANGE IN EXERCISE PRICE. The Company shall, promptly after an
        event
        requiring a change in the Exercise Price pursuant to Section 6 hereof, send
        notice to the Holders of such event and change (“Price Notice”). The Price
        Notice shall describe the event causing the change and the method of calculating
        same and shall be certified as being true and accurate by the Company’s
        President and Chief Financial Officer. 

       

              8.4
        TRANSMITTAL OF NOTICES. All notices, requests, consents and other communications
        under this Purchase Option shall be in writing and shall be deemed to have
        been
        duly made when hand delivered, or mailed by express mail or private courier
        service: (i) If to the registered Holder of the Purchase Option, to the address
        of such Holder as shown on the books of the Company, or (ii) if to the Company,
        to the following address or to such other address as the Company may designate
        by notice to the Holders: 

       

      
        
          	
                  Santa
                    Monica Media Corporation 

                  9229
                    Sunset Boulevard, Suite 505 

                  Los
                    Angeles, CA 90069 

                  Attn:
                    David Marshall, Chairman 

                


        

      

       

      9.       
        MISCELLANEOUS. 

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

              9.1
        AMENDMENTS. The Company and The Shemano Group may from time to time supplement
        or amend this Purchase Option without the approval of any of the Holders
        in
        order to cure any ambiguity, to correct or supplement any provision contained
        herein that may be defective or inconsistent with any other provisions herein,
        or to make any other provisions in regard to matters or questions arising
        hereunder that the Company and The Shemano Group may deem necessary or desirable
        and that the Company and The Shemano Group deem shall not adversely affect
        the
        interest of the Holders. All other modifications or amendments shall require
        the
        written consent of and be signed by the party against whom enforcement of
        the
        modification or amendment is sought. 

       

              9.2
        HEADINGS. The headings contained herein are for the sole purpose of convenience
        of reference, and shall not in any way limit or affect the meaning or
        interpretation of any of the terms or provisions of this Purchase Option.
        

       

      10.       
        ENTIRE AGREEMENT. This Purchase Option (together with the other agreements
        and
        documents being delivered pursuant to or in connection with this Purchase
        Option) constitutes the entire agreement of the parties hereto with respect
        to
        the subject matter hereof, and supersedes all prior agreements and
        understandings of the parties, oral and written, with respect to the subject
        matter hereof. 

       

              10.1
        BINDING EFFECT. This Purchase Option shall inure solely to the benefit of
        and
        shall be binding upon, the Holder and the Company and their permitted assignees,
        respective successors, legal representative and assigns, and no other person
        shall have or be construed to have any legal or equitable right, remedy or
        claim
        under or in respect of or by virtue of this Purchase Option or any provisions
        herein contained. 

       

              10.2
        GOVERNING LAW; SUBMISSION TO JURISDICTION. This Purchase Option shall be
        governed by and construed and enforced in accordance with the laws of the
        State
        of New York, without giving effect to conflict of laws. The Company hereby
        agrees that any action, proceeding or claim against it arising out of, or
        relating in any way to this Purchase Option shall be brought and enforced
        in the
        courts of the State of New York or of the United States of America for the
        Southern District of New York, and irrevocably submits to such jurisdiction,
        which jurisdiction shall be exclusive. The Company hereby waives any objection
        to such exclusive jurisdiction and that such courts represent an inconvenient
        forum. Any process or summons to be served upon the Company may be served
        by
        transmitting a copy thereof by registered or certified mail, return receipt
        requested, postage prepaid, addressed to it at the address set forth in Section
        8 hereof. Such mailing shall be deemed personal service and shall be legal
        and
        binding upon the Company in any action, proceeding or claim. The Company
        and the
        Holder agree that the prevailing party(ies) in any such action shall be entitled
        to recover from the other party(ies) all of its reasonable attorneys’ fees and
        expenses relating to such action or proceeding and/or incurred in connection
        with the preparation therefor. 

       

              10.3
        WAIVER, ETC. The failure of the Company or the Holder to at any time enforce
        any
        of the provisions of this Purchase Option shall not be deemed or construed
        to be
        a waiver of any such provision, nor to in any way affect the validity of
        this
        Purchase Option or any provision hereof or the right of the Company or any
        Holder to thereafter enforce each and every provision of this Purchase Option.
        No waiver of any breach, non-compliance or non-fulfillment of any of the
        provisions of this Purchase Option shall be effective unless set forth in
        a
        written instrument executed by the party or parties against whom or which
        enforcement of such waiver is sought; and no waiver of any such breach,
        non-compliance or non-fulfillment shall be construed or deemed to be a waiver
        of
        any other or subsequent breach, non-compliance or non-fulfillment. 

       

              10.4
        EXECUTION IN COUNTERPARTS. This Purchase Option may be executed in one or
        more
        counterparts, and by the different parties hereto in separate counterparts,
        each
        of which shall be deemed to be an original, but all of which taken together
        shall constitute one and the same agreement, and shall become effective when
        one
        or more counterparts has been signed by each of the parties hereto and delivered
        to each of the other parties hereto. 

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

              10.5
        EXCHANGE AGREEMENT. As a condition of the Holder’s receipt and acceptance of
        this Purchase Option, Holder agrees that, at any time prior to the complete
        exercise of this Purchase Option by Holder, if the Company and The Shemano
        Group
        enter into an agreement (“Exchange Agreement”) pursuant to which they agree that
        all outstanding Purchase Options will be exchanged for securities or cash
        or a
        combination of both, then Holder shall agree to such exchange and become
        a party
        to the Exchange Agreement. 

       

              10.6
        UNDERLYING WARRANTS. At any time after exercise by the Holder of this Purchase
        Option, the Holder may exchange his Warrants (with a $7.50 exercise price)
        for
        Public Warrants (with a $5.00 exercise price) upon payment to the Company
        of the
        difference between the exercise price of his Warrant and the exercise price
        of
        the Public Warrants. 

       

      IN
        WITNESS WHEREOF, the Company has caused this Purchase Option to be signed
        by its
        duly authorized officer as of the ____ day of __________, 2005. 

       

      
        	 	 	 
	 	SANTA
                MONICA MEDIA CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
                
                  

                

                Name: David Marshall 

                Title: Chairman of the Board 

              
	 	 


      

      Form
        to
        be used to exercise Purchase Option: 

       

      Santa
        Monica Media Corporation

      9229
        Sunset
        Boulevard, Suite

      Los
        Angeles,
        CA 90069 

       

      Date:_________________,
        200__ 

       

              The
        undersigned hereby elects irrevocably to exercise all or a portion of the
        within
        Purchase Option and to purchase ____ Units of Santa Monica Media Corporation
        and
        hereby makes payment of $____________ (at the rate of $_________ per Unit)
        in
        payment of the Exercise Price pursuant thereto. Please issue the Common Stock
        and Warrants as to which this Purchase Option is exercised in accordance
        with
        the instructions given below. 

       

      OR
        

       

              The
        undersigned hereby elects irrevocably to convert its right to purchase _________
        Units purchasable under the within Purchase Option by surrender of the
        unexercised portion of the attached Purchase Option (with a “Value” based of
        $_______ based on a “Market Price” of $_______). Please issue the securities
        comprising the Units as to which this Purchase Option is exercised in accordance
        with the instructions given below. 

       

      
        
          	 	   

	 	Signature 
	 	 
	 	    

	 	
                  Signature
                    Guaranteed

                


        

      

      


      
        
           

        

        
          10

          
            

          

        

        
           

        

      

      INSTRUCTIONS
        FOR REGISTRATION OF SECURITIES 

       

      Name
        _______________________________________

      (Print
        in
        Block
        Letters) 

       

      Address
        ____________________________________ 

       

              NOTICE:
        THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
        THE
        FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION
        OR
        ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER
        THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP
        ON A
        REGISTERED NATIONAL SECURITIES EXCHANGE. 

       

      Form
        to
        be used to assign Purchase Option: 

       

      ASSIGNMENT
        

       

              (To
        be executed by the registered Holder to effect a transfer of the within Purchase
        Option): 

       

              FOR
        VALUE RECEIVED,______________________________________________ does hereby
        sell,
        assign and transfer unto______________________________________ the right
        to
        purchase __________ Units of Santa Monica Media Corporation (“Company”)
        evidenced by the within Purchase Option and does hereby authorize the Company
        to
        transfer such right on the books of the Company. 

       

      Dated:______________________________________,
        200__ 

      
        
          
            	 	   

	 	Signature 
	 	 
	 	    

	 	
                    Signature
                      Guaranteed

                  


          

        

         

      

             NOTICE:
        THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
        THE
        FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION
        OR
        ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER
        THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP
        ON A
        REGISTERED NATIONAL SECURITIES EXCHANGE. 

       

      


      
        
           

        

        
          11