ONE-TIME WAIVER OF REGISTRATION RIGHTS UNDER NOTE AND WARRANT PURCHASE AGREEMENT

Exhibit 4.8

ONE-TIME WAIVER OF REGISTRATION RIGHTS UNDER NOTE AND WARRANT
PURCHASE AGREEMENT
September 9, 2005

     Reference is hereby made to that certain Note and Warrant Purchase Agreement (the “Purchase Agreement”), dated as of July 15, 2005 and entered into by and among NGTV, a California corporation (the “ Company ”) and the purchasers identified on the signature pages therein, (collectively the “ Purchasers ”). All capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement.

      WHEREAS, pursuant to the Purchase Agreement, the Purchasers received Warrants exercisable into Common Stock (the “Warrants”);

      WHEREAS , the Company intends to sell certain shares of its Common Stock to the public pursuant to an anticipated firm commitment Initial Public Offering with Capital Growth Financial LLC (the “Underwriter”) for approximately $25,000,000 (the “IPO”);

      WHEREAS , the Underwriter has required waiver of any and all registration rights by all existing Purchasers as a condition to moving forward with and closing the IPO;

      WHEREAS , the Purchase Agreement and the Warra