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EXHIBIT 10.2
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March 27,1998

H+N Partners
B. Edward Haun
1444 Wazee Street
Denver, Colorado 802
	Finder's Fee Letter
Gentlemen:

	This letter will serve to memorialize our agreement with respect to
payment of finder's fees for your services in locating and referring a
securities broker to this company for the purpose of making a private sale
of securities.  We intend to make a private offering of Common Stock of
Media Entertainment, Inc. (the "Company").  You have agreed to use your
best efforts to introduce the Company to a securities broker with the
ability to offer the Company's securites, on a private placement basis, to
persons qualifed as Accredited Investors, as that term is used in Rule 501
of Regulation D of the Rules of the Securities and Exchange Commission for
the purpose of their making an investment in the Company.   The total
offering is to be $800,000, and shall consist of Units of securities, each
Unit  consisting of one share of Common Stock and one Common Stock Purchase
Warrant (the "Warrants").  The offering price of the Units will equal the
opening bid price of the Company's common stock on the NASD's OTC
Electronic Bulletin Board (Symbol: MEME) on the day of execution of a
Selling Agreement between the Company and a securities broker introduced by
you.  The exercise price of the Warrants is to be two times the offering
price of the Units.  The exercise period of the Warrants is to be three
years from the date of their issue and they will contain standard
anti-dilution provisions.

	We have agreed to pay to you (i) cash compensation equal to 5% of the
funds invested in the Units and (ii) issue to you 200,000 Common Stock
Purchase Warrants to purchase one share of Common Stock of the Company at
an exercise price equal to $1.25 per share as to 100,000 warrants and an
exercise price equal to $1.50 per share as to the remaining 100,000
warrants, with an exercise period equal to three years from the date of
their issuance and they will contain standard anti-dilution provisions.
In performing your duties as a finder, you are to do no more in the process
of selling the offered securities than refer one or more securities brokers
to us and make introductions of them.  You agree not to perform any
services that would normally be performed by a licensed securities broker
or dealer, as you will not be acting in the capacity of a securities broker
or agent.  When you have made an introduction or referred a securities
broker or brokers who are capable of undertaking the subject offering, you
will have performed all of the service required for you to have earned the
described finder's fee, should such referred securities broker or brokers
undertake and complete an offering along the lines set forth herein.  You
will be paid both your cash compensation and have the Warrants issued to
you, at such time as the offering of securities is concluded, the
investment funds are accepted by the Company and the Units offered and sold
are issued to the purchasers thereof.

	 With respect to referrals and/or introductions to be made by you, you are
to advise the Company in writing of the identity of such Securities Broker
or Brokers.  If such referred person is already known to the Company and is
a securites broker with whom the Company has an existing relationship
through its efforts, we will advise you on the day we receive your letter
of introduction or reference, and you will not be considered a finder as to
that securites broker.  If we do not so advise you on the day of receipt of
your advice, you will be considered a finder of such securities  broker.

	If this letter properly reflects your understanding, please indicate such
in the space below.  We thank you for your assistance and look forward to
working with you.

							Sincerely,

							/s/ David M. Loflin
							David M. Loflin
							President
ACCEPTED AND AGREED:
/s/ Bruce E. Haun
Bruce E. Haun
on behalf of H + N Partners



