0000930413-05-006537 Sample Contracts

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Underwriting Agreement • September 9th, 2005 • Media & Entertainment Holdings, Inc. • New York
FORM OF
Registration Rights Agreement • September 9th, 2005 • Media & Entertainment Holdings, Inc. • New York
FORM OF
Warrant Agreement • September 9th, 2005 • Media & Entertainment Holdings, Inc. • New York
FORM OF LETTER AGREEMENT FOR ADMINISTRATIVE SERVICES MEDIA & ENTERTAINMENT HOLDINGS, INC.
Administrative Services Agreement • September 9th, 2005 • Media & Entertainment Holdings, Inc.

This letter will confirm our agreement, that commencing on the effective date ("Effective Date") of the registration statement of the initial public offering ("IPO") of the securities of Media & Entertainment Holdings, Inc. ("Company") and continuing until the consummation by the Company of a "Business Combination" (as described in the Company's IPO prospectus), Transmedia Corporation ("Transmedia") shall make available to the Company certain administrative, technology and secretarial services, as well as the use of certain limited office space, including a conference room, in the Dallas, Texas area as may be required by the Company from time to time, situated at ____________________________ (or any successor location). In exchange therefor, the Company shall pay to Transmedia the sum of $7,500 per month (the "Fee") on the Effective Date and continuing monthly thereafter.

FORM OF
Investment Management Trust Agreement • September 9th, 2005 • Media & Entertainment Holdings, Inc. • New York
FORM OF
Stock Escrow Agreement • September 9th, 2005 • Media & Entertainment Holdings, Inc. • New York
750,000 UNITS OF
Purchase Option Agreement • September 9th, 2005 • Media & Entertainment Holdings, Inc. • New York
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