CORRECTING and REPLACING TNX Television Holdings, Inc. Issues Letter to Shareholders.

Business Editors

CORRECTION...by TNX Television Holdings, Inc.

PHILADELPHIA & LONDON--(BUSINESS WIRE)--June 15, 2004

In BW5834 issued June 15, 2004: Fifth graph, third sentence should read: Our agreements and LOIs are with TOCs who serve approximately 196 million and 272 million passenger journeys per year, respectively (sted xxx approximately 195 million and 315 million passenger journeys per year, respectively.)

The corrected release reads:

TNX TELEVISION HOLDINGS, INC. ISSUES LETTER TO SHAREHOLDERS

TNX Television Holdings, Inc. (OTCBB: TNXT) ("TNX") announced today that it issued the following Letter to Shareholders:

Dear Shareholders:

This is my first letter to you, our shareholders, since becoming a publicly traded company in the US through a reverse merger with SZM Distributors, Inc. Since that time, we have been involved in many activities. Our achievements have been accomplished through a lot of hard work by an outstanding group of employees, consultants and strategic partners located in the UK, US and India. We are a unique company, building a network to serve, what we believe will be, one of the largest captured audiences in the world. I would like to take this time to bring you up-to-date on what has been accomplished and where I see things heading for the balance of the year and beyond.

As a business we are engaged in the development, installation and operation of in-carriage broadcast systems on commuter railway lines. We have developed an integrated solution for railway commuter services that delivers information and entertainment programming to passengers via the operation of an in-carriage broadcast system, or the TNX Television System. We believe that we are the only company currently with a total solution to in-train television broadcasting.

Our business model is designed to make the adoption of the System very simple for railway companies. We develop, install, maintain and finance all of the necessary equipment on the trains. We also provide all content programming and revenue generation management. In return, we pay the train operator an agreed-upon fee for the distribution rights to install the TNX System on their trains. We believe that installation of our TNX System offers considerable benefits to train operators beyond the additional revenues they would receive, including the ability to offer a more informational and entertaining passenger experience and enhanced communication of information to passengers. We intend to generate revenues by selling commercial time to advertisers that would be broadcast during the programming, similar to conventional television broadcasting.

Our initial focus is on commuter train lines in the United Kingdom. We chose the UK as our initial launch market for several reasons - (1) the market is quite large with approximately 900 million passenger journeys per year with an average journey length approaching 30 minutes; (2) commuter train travel is a readily accepted form of transportation; (3) the demographics of the ridership is very desirable to advertisers - approximately 66% classified as part of the "ABC1" socioeconomic groups, as well as disproportionately between 18 to 44 years old; and (5) as a privatized market, the train operators have been receptive to finding ways of offering railway passengers a better travel experience.

In the UK we have a strong competitive advantage as the "first-mover" in the market. We already have exclusive commercial relationships for the provision of our TNX System with a number of the privately owned TOCs ("train operating companies"), including definitive six-year agreements with Central Trains Ltd. ("Central Trains"), and agreements signed in the last three months with c2c Rail Limited ("c2c") and Arriva Train Wales ("Arriva") and a five-year agreement with South Central Limited ("South Central") and letters of intent that provide for 12-month negotiating exclusivity periods with four other TOCs. Our agreements and LOIs are with TOCs who serve approximately 196 million and 272 million passenger journeys per year, respectively. Collectively, these TOCs with whom we have entered into agreements or LOIs represent over 50% of the commuter train market in the United Kingdom and over 70% of the London commuter market. Collectively, these TOCs and the TOCs with whom we have already entered into agreements represent over 50% of the commuter train market in the United Kingdom and over 70% of the London commuter market.

We have now begun installation of our System on trains operated by Central Trains. At present, we have our system on a dozen cars and are running the system through a start up and refinement to eliminate any last minute bugs. We expect to go commercial with our first system by early July. This is the event we have all been waiting for. From here, we can scale our network to service the market. We expect to be able to install a large number of systems over the next few months.

We have also generated interest in our System from markets outside the UK. Expansion into other markets will be pursued based on several criteria, including: number of passenger journeys per year, average journey length, passenger demographics, concentration of riders per journey, regulatory environment, competition, technology issues, strategic partnership opportunities and strength of advertising market, among others. I expect to begin formal expansion into other markets in 2005, with targeted installation beginning in 2006.

Our broadcast programming is delivered via satellite to railway stations across the UK, and is then uploaded onto trains at regular intervals during the day when trains pass through the railway stations with our installed radio nodes. Typically, train carriages will be fitted with four to six liquid crystal display, or LCD, screens. The broadcasts will be designed for a 30 minute average journey, and will be broken into short segments, including news, sports, weather, and special interest programming. This content will be supplied through relationships to be established with third party content providers, including Independent Television News Limited of London ("ITN"), a leading international news organization, to provide us comprehensive national and international news service on an exclusive basis to be shown on TNX's commuter rail television service in the UK.

We expect to begin to generate revenue from advertising beginning in the third quarter of this year. Based on the feedback we have received from the media buying community, we feel confident that by the early next year, as we gain critical mass and have service into the London market, that we will achieve our target revenue metrics of a $30 cpm rate for nine minutes of commercials per half hour journey.

Since November 2003 we have raised new capital for the expansion of the organization and to purchase our initial systems. In the current environment, capital for start ups is expensive, but we were able to raise $2.85 million in new capital in early January and we were able to close a $10 million private placement financing in April. These financings were completed under attractive terms.

Sadly, events in a post "9/11" world, as demonstrated in Spain on April 11th, have had an effect on the needs of our Train Operating Partners. Security has become an even more important issue for train operators and we have been asked to develop a solution to help with increasing security on their trains. We recognize this as an important challenge and at the same time a new opportunity for our company. We have been looking at this opportunity and think we can make a major contribution by adding an advanced closed circuit televisions (CCTV) capability to our system to provide a superior solution. This all has to be achieved without removing our focus of developing our core business. I believe we are making great progress in this area and will have something to demonstrate in the near future.

We want to take this time to thank you for your support. We hope you will be able to participate in our upcoming conference call, but are always available to answer any questions that you may have. With contracts in hand and a world class team of dedicated people, we believe we are the path to becoming a very successful media company. We are excited by the path that we are pursuing, as we seek to create value for all stakeholders. We look forward to keeping our shareholders informed on the progress of our company through regular updates.

Sincerely,

Irwin L. Gross

Chairman & CEO 

About TNX Television Holdings, Inc.

TNX's wholly owned subsidiary, TNCI UK Ltd ("TNX UK") (www.tnx.tv), a corporation organized under the laws of England, has developed and will be installing during 2004 the UK's first nationwide commercially operated TV channel specifically developed for commuter trains.

TNX is dedicated to providing high quality information and entertainment content, which will include near real time news, sports, weather, travel and general interest supplied by leading content providers and edited to play on the Company's unique network. The "TNX Network" has been developed to improve train passenger journeys. Market research indicated over 80% of passengers who experienced the system wanted to see it installed on trains.

An average of five screens and distributed audio are installed in each vehicle for passengers to view and hear the system. The sound level automatically adjusts to the background noise of the train, and a "television free zone" will be provided in each carriage for passengers who do not wish to hear the system.

The TNX system is funded through advertising and sponsorship, ensuring no additional costs to passengers or train operators. TNX UK's target is to reach most of the 900 million annual commuter passenger journeys in the UK and will eventually expand into other international markets. At the present time the Company has entered into four agreements and several LOIs covering more than 50% of the UK and 70% of the London commuter market. The rollout of the system commenced on Central Trains and will be expanded in 2004 to cover other train operators.

Safe Harbor Statement

Certain statements made herein that are not historical are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995 and may contain forward-looking statements, with words such as "anticipate," "believe," "expect," "future," "may," "will," "should," "plan," "projected," "intend," and similar expressions to identify forward-looking statements. These statements are based on the Company's beliefs and the assumptions it made using information currently available to it. Because these statements reflect the Company's current views concerning future events, these statements involve risks, uncertainties and assumptions. The actual results could differ materially from the results discussed in the forward-looking statements. In any event, undue reliance should not be placed on any forward-looking statements, which apply only as of the date of this press release. Accordingly, reference should be made to the Company's periodic filings with the Securities and Exchange Commission.