OPTION PURCHASE AGREEMENT

Producer: Big Dog Entertainment/Prelude Development, Inc.
          100A Gary Way, Ronkonkoma
          New York, N.Y. 11779

Owner:    Warren Murphy
          c/o TD Media, Inc.
          300 E. 59th St Suite 1706
          New York, New York 10022

     This will serve as the agreement between Producer and Owner with respect to
the  unpublished,  unexploited  original  treatment  for a  screenplay  and  the
subsequent   screenplay  entitled   "Swashbuckler"   written  by  Warren  Murphy
("Author").  (That  work,  and the title,  themes,  stories  and other  contents
thereof, and the characters therein, and all translations,  adaptations, sequels
and other versions thereof now or hereafter owned by Owner, whether now existing
or hereafter created, are herein called, collectively, the "Screenplay").

     1. Option.  In consideration of the efforts  heretofore and hereafter to be
expended  by  Producer  in  connection  with  the  development,   financing  and
production  of the  Screenplay,  and for other good and valuable  consideration,
receipt of which is hereby  acknowledged,  Owner hereby  grants to Producer a 20
month exclusive and irrevocable  option (the "Option") to purchase all rights in
the Screenplay (the  "Rights").  The initial option period shall commence on the
date upon which Owner signs this agreement as indicated  below.  This option may
be extended by Producer for an  additional  12 months by payment to Owner of the
sum of $20,000 (the "Option  Extension  Fee") at any time prior to expiration of
the initial  option  period.  During the initial  option  period and  extensions
thereof,  Producer may engage in development and  preproduction  activities with
respect to motion pictures and/or other productions based on the Screenplay.  If
in connection with such development or preproduction activities another party is
engaged by or on behalf of Producer to write revisions of the Screenplay and /or
to prepare any such  preproduction  materials,  all such revisions and materials
shall be and remain  Producer's  sole and  exclusive  property  (whether  or not
Producer  exercises  the  option  hereunder).  The  initial  option  period  and
extensions  thereof  shall be extended  without  notice for periods equal to the
length of industry-wide labor disputes and other force majeure events.

     2. Purchase.  Producer agrees to pay Owner the sum of Five Thousand Dollars
($5000.00) on April 15, 1999,  as initial  payment to apply against the purchase
price of the Rights,  which shall be the sum of $150,000 (the "Purchase Price").
The balance of the Purchase Price shall be paid upon exercise of the Option with
funding and a production agreement for filming the project.. The option shall be
exercised by written notice or by commencement  of principal  photography of the
first feature-length motion picture based on the Screenplay produced pursuant to
the Rights granted hereunder (the "Picture").
<PAGE>
     3. Contingent  Compensation.  Owner shall be entitled to an amount equal to
5% of 100% of  Producer's  gross  share of  proceeds,  if any,  of the  Picture,
defined, accounted for and paid in accordance with the most favorable definition
utilized in connection with the Picture that the Producer enjoys.

     4. Rights.  If the Option is exercised,  Producer  shall own, and,  subject
only to such  exercise,  Owner  assigns and sells to Producer,  exclusively,  in
perpetuity and throughout the universe, all right, title and interest (including
the entire copyright) in the Screenplay,  including, by way of illustration, all
motion picture rights, all television rights (pay, free, film, tape, cable, live
and  otherwise)  and  all  allied  and  incidental   rights  in  the  Screenplay
(including, by way of further illustration,  sequel and remake rights, music and
music publishing  rights,  soundtrack  album and other  soundtrack  exploitation
rights,  merchandising rights, publishing rights, radio rights, stage rights and
promotional and advertising rights.)

     The rights herein  granted  include,  by way of further  illustration,  the
right to  distribute,  transmit,  exhibit,  broadcast and otherwise  exploit all
works produced  pursuant to the Rights granted hereunder by means of any and all
media and devices  whether now known or  hereafter  devised,  and in any and all
markets  whatsoever,  as well as the right of Producer in its discretion to make
any and all changes in, additions to and deletions from the Screenplay.

     Owner also  hereby  grants to  Producer  the  perpetual  right to issue and
authorize  reasonable  and customary  publicity  concerning  Author,  and to use
Author's  name and  likeness  and  biographical  material  in a  reasonable  and
customary manner in connection with the  distribution,  exhibition,  advertising
and other  exploitation  of any motion picture in which the Screenplay  shall be
used in whole or in part.

     Owner hereby  covenants and agrees not to make any claim or bring any suit,
action or arbitration or other  proceeding which will or might interfere with or
derogate from Producer's rights in the Screenplay, it being expressly understood
and agreed  that Owner  shall not have or be deemed to have any lien,  charge or
other encumbrance upon said Screenplay or any rights therein or proceeds derived
therefrom,  and that neither the breach nor alleged  breach of this agreement by
Producer, nor the termination of this agreement,  nor any other act, omission or
event of any kind,  shall  terminate or otherwise  adversely  affect  Producer's
ownership of said  Screenplay  and the Rights.  Owner's sole remedy for any such
breach or alleged  breach  shall be an action at law to recover  such damages as
may have been actually suffered by it as a result thereof.

     Nothing  contained  in this  agreement  shall  be  construed  as  requiring
Producer to exercise or exploit, or continue to exercise or exploit,  any of the
Rights granted hereunder.  The Rights granted by Owner to Producer hereunder are
in  addition  to,  and this  Agreement  shall in no way limit,  the rights  with
respect to the  Screenplay or the subject  matter thereof which Producer may now
or hereafter enjoy as a member of the general public.

     5.  Representations  and Warranties.  Owner hereby  represents and warrants
that:

     (a) to the best of Owner's knowledge,  the Screenplay was written solely by
and is original with Author;
<PAGE>
     (b) to the  best of  Owner's  knowledge,  neither  the  Screenplay  nor any
element thereof infringes the copyright in any other work;

     (c) to the  best of  Owner's  knowledge,  neither  the  Screenplay  nor its
exploitation  will  violate the rights to privacy or  publicity of any person or
constitute  a  defamation  against any  person,  or in any other way violate the
rights of any person whomsoever;

     (d) Owner owns all rights assigned to Producer free and clear of any liens,
encumbrances, other third party interests of any kind;

     (e) Owner  has full  right and  power to make and  perform  this  Agreement
without the consent of any third party;

     (f) the Screenplay has not previously been exploited as a motion picture or
television production;  and

     (g) Owner is free to enter into this  agreement,  that Owner is not subject
to any conflicting  obligations or any disability  which will or might interfere
with the execution and  performance of this  agreement by Owner;  that Owner has
not made, and Owner will not make,  any grant or assignment  which will or might
conflict with or impair the complete and quiet  enjoyment of  Producer's  rights
hereunder.

     Owner will indemnify Producer against any and all liability, damages, costs
and  expenses,  including  reasonable  attorneys'  fees,  arising (i) out of any
breach of the foregoing representations and warranties, or (ii) out of any claim
alleging facts which if true would constitute such a breach, if such claim is of
a type not ordinarily  covered by a so-called errors and omissions or producer's
liability  insurance  policy.  Nothing  herein  contained  shall be construed to
require  Owner to warrant or indemnify  with respect to any material  other than
material  written by Author.  Producer shall indemnify Owner against any and all
liability, damages, costs and expenses, including reasonable attorneys' fees, in
connection with any claim or action respecting material supplied by Producer for
incorporation  into the  Screenplay,  or  incorporated  into the  Screenplay  by
employees or officers of Producer.

     Producer and Owner shall,  upon presentation of any claim or institution of
any action covered by the foregoing  indemnity  provisions,  promptly notify the
other of the  presentation  of such  claim or the  institution  of such  action,
giving full details thereof.

     The term "person" as used in this Agreement  shall means any person,  firm,
corporation or other entity.

     6. Additional  Instruments.  At Producer's request,  Owner will execute all
additional  documents which Producer  reasonably deems necessary or desirable to
effectuate the purposes of this Agreement  (including,  without limitation,  the
short-form option and the short-form  assignment attached hereto as Exhibits "D"
and "E",  respectively).  In connection  therewith,  Owner agrees to execute and
return  said  attachments  simultaneously  with this  Agreement.  The short form
assignment  will be signed and not dated and Producer is  authorized to date and
file the same with the  Copyright  Office  immediately  upon the exercise of the
Option. Owner irrevocably appoints Producer as attorney-in-fact  with full power
to execute and deliver such  documents if Owner shall fail to do so upon request
by  Producer.  The  foregoing  appointment  shall  be a  power  coupled  with an
interest.
<PAGE>
     7. Credit. Author shall receive credit on screen and in paid advertising in
connection  with the Picture  pursuant to the credit  provisions  of the Writers
Guild of America Basic Agreement.  No casual or inadvertent  failure by Producer
to accord such credit, nor the failure for any reason by third parties to comply
with the  provisions  of this  paragraph,  shall be  deemed a breach  hereof  by
Producer.

     8. No  Equitable  Relief.  All rights  granted  and agreed to be granted to
Producer  under  this  Agreement   shall  be  irrevocably   vested  in  Producer
(including,  without  limitation,  for the  full  term of  copyright  protection
everywhere  in the world and any and all  renewals  thereof).  No breach of this
Agreement  shall  entitle  Owner to  equitable  relief,  whether  injunctive  or
otherwise,  against  the  Picture or any other  works  produced  pursuant to the
Rights herein granted. If the rights granted to Producer hereunder should revert
to Owner  pursuant to the provisions of any copyright law or similar law, and if
Owner is at any time thereafter prepared to enter into an agreement with a third
party  for the  license,  exercise  or other  disposition  of all or any of such
rights,  Owner shall, before entering into such agreement,  give Producer notice
of the  proposed  terms  thereof (and all  modifications  of such terms) and the
party  involved.  In each  instance,  Producer shall then have ten (10) business
days in which to elect to acquire the rights  involved on the terms contained in
the notice.

     9.  Assignment.  Producer  shall have the right to assign any or all of its
rights under this Agreement to any entity  whatsoever,  and upon such assignment
Producer shall have no further obligations to Owner hereunder; provided however,
that unless such  assignment is to a so-called  major motion picture  company or
other  financially  capable  party which  assumes such  obligations  in writing,
Producer shall remain secondarily liable hereunder.

     10. Miscellaneous:

     (a)  Except  as herein  expressly  provided,  this  Agreement  cancels  and
supersedes all prior  negotiations and  undertakings  relating to the Screenplay
and contains all terms and  conditions,  pertaining  to the subject  hereof.  If
there is any conflict between any provision of this Agreement and any present or
future statute, law, ordinance or regulation the latter shall prevail; provided,
that the  provision  hereof so  affected  shall be  limited  only to the  extent
necessary and no other provision shall be affected.
<PAGE>
     (b) This Agreement  shall be governed and construed in accordance  with the
laws of the State of New York to  contracts  entered  into and  fully  performed
therein.

     (c) This  Agreement is not a  partnership  between or joint  venture of the
parties  hereto and neither party is the agent of the other.  This  Agreement is
not for the  benefit  of any third  party,  whether or not  referred  to herein.
Captions  and  organization  are for  convenience  only and shall not be used to
construe meaning.  A waiver of any breach shall be cumulative and pursuit of any
one  remedy  shall  not  waive  any  other.  This  Agreement  may be  signed  in
counterpart,  each of  which  shall  be  deemed  an  original,  but all of which
together shall  constitute the Agreement.  Notices  hereunder,  unless specified
otherwise,  shall be in writing and shall be given either by personal  delivery,
telegram  or telex  (toll  prepaid) or by mail  (postage  prepaid)  and shall be
deemed given on the date delivered, telegraphed or telexed or the date mailed.

BIG DOG ENTERTAINMENT, INC.

By: /s/ Marlowe R. Walker
    Marlowe R. Walker
    President
    Big Dog Entertainment

By: /s/ Warren Murphy
    Warren Murphy

DATE OF EXECUTION:  2/18, 1999
<PAGE>
                                  EXHIBIT "D"

                                 "Swashbuckler"

                                SHORT FORM OPTION

     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned,  for value received,
hereby grants to Big Dog  Entertainment  and its successors and assigns  (herein
called "Assignee"), the sole and exclusive option to purchase all motion picture
rights,  television motion picture and certain other television and other allied
rights in and to the motion picture screenplay  entitled  "Swashbuckler"  (which
together with the title,  themes,  contents and  characters  and other  versions
thereof, is hereinafter called the "Work") written by Warren Murphy and owned by
the  undersigned,  as more  particularly  set forth and upon and  subject to the
terms and conditions in that certain  agreement between the undersigned and said
Assignee dated _________________________.

     The undersigned hereby agrees to obtain or cause to be obtained renewals of
all United  States  copyrights  in and to said Work,  whether or not referred to
herein,  and hereby  assigns  said  rights  under  said  renewal  copyrights  to
Assignee;  and  should  the  undersigned  fail to do any of the  foregoing,  the
undersigned hereby irrevocably appoints Assignee as attorney-in-fact,  with full
and  irrevocable  power and  authority  to do all such acts and  things,  and to
execute, acknowledge,  deliver, file, register and record all such documents, in
the names and on behalf of the  undersigned,  as Assignee may deem  necessary or
proper in the premises to accomplish the same.

     Assignee is also hereby empowered to bring, prosecute, defend and appear in
suits,  actions and proceedings of any nature under or concerning all copyrights
in and to said Work and all renewals  thereof,  or concerning  any  infringement
thereof,  or  interference  with any of the  rights  hereby  granted  under said
copyrights or renewals thereof,  in its own name or in the name of the copyright
proprietor,  but at the expense of  Assignee,  and, at its option,  Assignee may
join such copyright  proprietor  and/or the  undersigned as a party plaintiff or
defendant in any such suit, action or proceeding.

DATED:  2/18/98



By: /s/ Warren Murphy
    Warren Murphy
<PAGE>
State of Pa         )
                    ) ss.
County of Lehigh    )

     On February 18, 1999,  before me, the  undersigned,  a Notary Public in and
for said State,  personally appeared WARREN MURPHY, known to me to be the person
whose name is subscribed to the within  instrument,  and acknowledged to me that
he executed the same.

     WITNESS my hand and official seal.

     ______________________                  Notary's Signature
                                             /s/ Natalie Williams

          Notarial Seal
 Natalie Williams, Notary Public

     Allentown, Lehigh County
My Commission Expires ...
<PAGE>
                                   EXHIBIT "E"

                                 "Swashbuckler"

                              SHORT-FORM ASSIGNMENT

     KNOW ALL MEN BY THESE PRESENTS:  That the undersigned,  for value received,
hereby sells, grants, assigns and sets over unto BIG DOG ENTERTAINMENT, INC. and
its successors  and assigns  (herein called  "Assignee"),  all right,  title and
interest  in  and  to  the   original   motion   picture   screenplay   entitled
"Swashbuckler"  (which together with the title, themes,  contents and characters
and other versions thereof,  is hereinafter called the "Work") written by Warren
Murphy and owned by the undersigned, as more particularly set forth and upon and
subject  to the terms and  conditions  in that  certain  agreement  between  the
undersigned and said Assignee dated __________________________.

     The undersigned hereby agrees to obtain or cause to be obtained renewals of
all United  States  copyrights  in and to said Work,  whether or not referred to
herein,  and hereby  assigns  said  rights  under  said  renewal  copyrights  to
Assignee;  and  should  the  undersigned  fail to do any of the  foregoing,  the
undersigned hereby irrevocably appoints Assignee as attorney-in-fact,  with full
and  irrevocable  power and  authority  to do all such acts and  things,  and to
execute, acknowledge,  deliver, file, register and record all such documents, in
the name and on behalf of the  undersigned,  as Assignee  may deem  necessary or
proper in the premises to accomplish the same.

     Assignee is also hereby empowered to bring, prosecute, defend and appear in
suits,  actions and proceedings of any nature under or concerning all copyrights
in and to said Work and all renewals  thereof,  or concerning  any  infringement
thereof,  or  interference  with any of the  rights  hereby  granted  under said
copyrights or renewals thereof,  in its own name or in the name of the copyright
proprietor,  but at the expense of  Assignee,  and, at its option,  Assignee may
join such copyright  proprietor  and/or the  undersigned as a party plaintiff or
defendant in any such suit, action or proceeding.

DATED:   2/18/98


By: /s/ Warren Murphy
    Warren Murphy