FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

                                                                    EXHIBIT 10.9

                                     FORM OF

                      INVESTMENT MANAGEMENT TRUST AGREEMENT

            This Agreement is made as of ___________, 2006 by and between MEDIA
& ENTERTAINMENT HOLDINGS, INC. (the "Company") and Continental Stock Transfer &
Trust Company ("Trustee").

            WHEREAS, the Company's Registration Statement on Form S-1, No.
333-128218 ("Registration Statement"), for its initial public offering of
securities ("IPO") has been declared effective as of the date hereof ("Effective
Date") by the Securities and Exchange Commission (capitalized terms used herein
and not otherwise defined herein shall have the meanings set forth in the
Registration Statement); and

            WHEREAS, Ladenburg Thalmann & Co. Inc. ("Ladenburg") is acting as
representative of the underwriters in the IPO; and

            WHEREAS, as described in the Company's Registration Statement, in
accordance with the Company's Certificate of Incorporation, $__________ of the
gross proceeds of the IPO ($___________ if the underwriters' over-allotment
option is exercised in full) will be delivered to the Trustee to be deposited
and held in a trust account for the benefit of the Company and the holders of
the Company's common stock, par value $.0001 per share, issued in the IPO, as
hereinafter provided. The amount to be delivered to the Trustee will be referred
to herein as the "Property"; the stockholders for whose benefit the Trustee
shall hold the Property will be referred to as the "Public Stockholders"; and
the Public Stockholders and the Company will be referred to together as the
"Beneficiaries"); and

            WHEREAS, the Company and the Trustee desire to enter into this
Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property;

            IT IS AGREED:

1.    AGREEMENTS AND COVENANTS OF TRUSTEE. The Trustee hereby agrees and
covenants to:

            (a)   Hold the Property in trust for the Beneficiaries in accordance
with the terms of this Agreement, in a segregated trust account ("Trust
Account") established by the Trustee;

            (b)   Manage, supervise and administer the Trust Account subject to
the terms and conditions set forth herein;

            (c)   In a timely manner, upon the instruction of the Company, to
invest and reinvest the Property in United States "government securities" within
the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a
maturity of 180 days or less, or in any open ended investment company registered
under the Investment Company Act of 1940

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that holds itself out as a money market fund meeting the conditions of
paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the
Investment Company Act of 1940;

            (d)   Collect and receive, when due, all principal and income
arising from the Property, which shall become part of the "Property," as such
term is used herein;

            (e)   Notify the Company and Ladenburg of all communications
received by it with respect to any Property requiring action by the Company;

            (f)   Supply any necessary information or documents as may be
requested by the Company in connection with the Company's preparation of the tax
returns for the Trust Account;

            (g)   Participate in any plan or proceeding for protecting or
enforcing any right or interest arising from the Property if, as and when
instructed by the Company and/or Ladenburg to do so;

            (h)   Render to the Company and Ladenburg, and to such other person
as the Company may instruct, monthly written statements of the activities of and
amounts in the Trust Account reflecting all receipts and disbursements of the
Trust Account; and

            (i)   Commence liquidation of the Trust Account only after, and
promptly after, receipt of, and only in accordance with, the terms of a letter
("Termination Letter"), in a form substantially similar to that attached hereto
as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its
Chief Executive Officer or Chairman of the Board and Secretary or Assistant
Secretary, and affirmed by counsel for the Company, and complete the liquidation
of the Trust Account and distribute the Property in the Trust Account only as
directed in the Termination Letter and the other documents referred to therein;
PROVIDED, HOWEVER, that in the event that a Termination Letter has not been
received by the Trustee by the 18-month anniversary of the closing ("Closing")
of the IPO ("First Date"), or the 24-month anniversary of the Closing ("Last
Date") in the event that a letter of intent, agreement in principle or
definitive agreement for a Business Combination has been executed on or prior to
the First Date but the Business Combination has not been consummated by the
First Date, the Trust Account shall be liquidated in accordance with the
procedures set forth in the Termination Letter attached as Exhibit B hereto to
the stockholders of record on the record date established by the Company for
such purpose. The Company shall set the record date to be within ten days of the
Last Date, or as soon thereafter as reasonably practicable and legally
permissible. In all cases, the Trustee shall provide Ladenburg with a copy of
any Termination Letters and/or any other correspondence that it receives with
respect to any proposed withdrawal from the Trust Account promptly after it
receives same. This section may not be modified, amended or deleted under any
circumstances; and

            (j)   Upon one or more written requests from the Company, which may
be given not more than once in any calendar month period, the Trustee shall
distribute to the Company interest earned on the Trust Account, net of taxes
payable, up to a maximum of $2,340,000. The distributions requested by the
Company may be for any amount, provided that (i) in the aggregate, all
distributions under this Section 1(j) may not exceed $2,340,000 and

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(ii) such distributions may only be made if and to the extent that interest has
been earned on the amount initially deposited into the Trust Account. No other
distributions from the Trust Account shall be permitted except in accordance
with Section 1(i) and this Section 1(j) hereof.

2.    AGREEMENTS AND COVENANTS OF THE COMPANY. The Company hereby agrees and
covenants to:

            (a)   Give all instructions to the Trustee hereunder in writing,
signed by the Company's Chief Executive Officer or Chairman of the Board. In
addition, except with respect to its duties under paragraph 1(i) above, the
Trustee shall be entitled to rely on, and shall be protected in relying on, any
verbal or telephonic advice or instruction which it in good faith believes to be
given by any one of the persons authorized above to give written instructions,
provided that the Company shall promptly confirm such instructions in writing;

            (b)   Hold the Trustee harmless and indemnify the Trustee from and
against any and all expenses, including reasonable counsel fees and
disbursements, or loss suffered by the Trustee in connection with any action,
suit or other proceeding brought against the Trustee involving any claim, or in
connection with any claim or demand which in any way arises out of or relates to
this Agreement, the services of the Trustee hereunder, or the Property or any
income earned from investment of the Property, except for expenses and losses
resulting from the Trustee's gross negligence or willful misconduct. Promptly
after the receipt by the Trustee of notice of demand or claim or the
commencement of any action, suit or proceeding, pursuant to which the Trustee
intends to seek indemnification under this paragraph, it shall notify the
Company in writing of such claim (hereinafter referred to as the "Indemnified
Claim"). The Trustee shall have the right to conduct and manage the defense
against such Indemnified Claim, provided, that the Trustee shall obtain the
consent of the Company with respect to the selection of counsel, which consent
shall not be unreasonably withheld. The Trustee may not agree to settle any
Indemnified Claim without the prior written consent of the Company, unless such
settlement includes a full release with respect to such Indemnified Claim. The
Company may participate in such action with its own counsel; and

            (c)   Pay the Trustee an initial acceptance fee of $1,000 and an
annual fee of $3,000 (it being expressly understood that the Property shall not
be used to pay such fee). The Company shall pay the Trustee the initial
acceptance fee and first year's fee at the consummation of the IPO and
thereafter on the anniversary of the Effective Date. The Trustee shall refund to
the Company the fee (on a pro rata basis) with respect to any period after the
liquidation of the Trust Fund. The Company shall not be responsible for any
other fees or charges of the Trustee except as may be provided in paragraph 2(b)
hereof (it being expressly understood that the Property shall not be used to
make any payments to the Trustee under such paragraph).

            (d)   Provide to the Trustee any letter of intent, agreement in
principle or definitive agreement for a Business Combination that is executed on
or prior to the First Date; and

            (e)   In connection with any vote of the Company's stockholders
regarding a Business Combination, provide to the Trustee an affidavit or
certificate of a firm regularly engaged in the business of soliciting proxies
and/or tabulating stockholder votes (which firm

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may be the Trustee) verifying the vote of the Company's stockholders regarding
such Business Combination.

3.    LIMITATIONS OF LIABILITY. The Trustee shall have no responsibility or
liability to:

            (a)   Take any action with respect to the Property, other than as
directed in paragraph 1 hereof and the Trustee shall have no liability to any
party except for liab