Agreement

EXHIBIT 10.10

[Date]

THE SHEMANO GROUP, INC.

601 California Street, Suite 1150

San Francisco, California 94108

Re: Santa Monica Media Corporation

Gentlemen:

This letter will confirm the agreement of the undersigned to purchase

warrants ("Warrants") of Santa Monica Media Corporation, a Delaware corporation

(the "Company") included in the units ("Units") being sold in the Company's

initial public offering ("IPO") upon the terms and conditions set forth herein.

Each Unit is comprised of one share of common stock, par value $.001 per share,

of the Company (the "Common Stock") and one Warrant to purchase a share of

Common Stock. The shares of Common Stock and Warrants will not be separately

tradable until 90 days after the effective date of the Company's IPO unless The

Shemano Group, Inc. ("Shemano") informs the Company of its decision to allow

earlier separate trading.

The undersigned agrees that this letter agreement constitutes an

irrevocable order for Shemano to purchase for the undersigned's account within

the three month period commencing on the date separate tra