Waiver of Conversion Rights Agreement by Media & Entertainment Holdings, Inc. and Shareholders

Summary

This agreement is between Media & Entertainment Holdings, Inc. and certain shareholders, including Herbert A. Granath, Harvey M. Seslowsky, Robert C. Clauser, Jr., and Bruce Maggin. The shareholders agree to waive their rights to convert any shares of the company's common stock they own, regardless of when acquired, in connection with any vote to approve a business combination related to the company's initial public offering. This means they will not seek to convert their shares under these circumstances.

EX-10.14 3 c38990_ex10-14.txt October 5, 2005 Media & Entertainment Holdings, Inc. 4429 Edmondson Avenue Dallas, TX 75205 Re: MEDIA & ENTERTAINMENT HOLDINGS, INC. ("COMPANY") Gentlemen: Each of the undersigned hereby waives his right to exercise conversion rights with respect to any shares of the Company's common stock owned by the undersigned, directly or indirectly, whether such shares are acquired before, during or after the Company's initial public offering, and agrees that he will not seek conversion with respect to such shares in connection with any vote to approve a business combination (as is more fully described in the Company's Prospectus relating to the Company's initial public offering). Very truly yours, /s/ Herbert A. Granath --------------------------- Herbert A. Granath /s/ Harvey M. Seslowsky --------------------------- Harvey M. Seslowsky /s/ Robert C. Clauser, Jr. --------------------------- Robert C. Clauser, Jr. /s/ Bruce Maggin --------------------------- Bruce Maggin