NON-QUALIFIED STOCK OPTION AGREEMENT

            THIS  AGREEMENT  ("Option  Agreement") is made as of the 17th day of
April,  1997 (the  "Effective  Date") by and between  MOOVIES,  INC., a Delaware
corporation (the "Company"), and ROBERT J. KLEIN ("Grantee").

                              W I T N E S S E T H:

            WHEREAS,  Grantee  desires to be granted and the Company  desires to
grant to Grantee a Non-Qualified  Stock Option to acquire shares of Common Stock
of the Company,  $.001 par value,  pursuant to the Moovies, Inc. 1995 Stock Plan
(the "Plan"), on the terms and conditions set forth herein;

            NOW,  THEREFORE,  in  consideration  of the  premises and the mutual
covenants contained herein, the parties agree as follows:

            1. Grant of Option. The Company hereby grants to Grantee and Grantee
accepts a Non Qualified  Stock Option  ("Option"),  subject to the provisions of
this Option  Agreement,  to purchase  such shares of Common  Stock (the  "Option
Shares") at such exercise  price (the "Option  Price") as set forth on Exhibit A
hereto and by this reference made a part hereof.

            2.  Vesting of Option.  Except as may  otherwise be provided in this
Option  Agreement  or the Plan,  the Option will vest and may be exercised as to
the Option Shares prior to its termination (as such  termination is described in
Section 4 hereof) on a  cumulative  basis as provided in Exhibit B hereto and by
this reference made a part hereof.  This Option may not be exercised at any time
after its termination.

            3. Method of Exercise. The Option to purchase Option Shares shall be
exercised by written notice  directed to the Stock Plan Committee (as defined in
the Plan), at the Company's principal executive office, specifying the number of
Option Shares to be purchased,  and  accompanied  by payment of the Option Price
payable  (a) in U.S.  dollars  in cash or by check or (b)  through  delivery  of
shares  of  Common  Stock  (including  those  underlying  this  Option on a "net
exercise" or "cashless  exercise" basis) having a fair market value per share of
Common Stock  determined in accordance  with this Section 3, as described in the
attached  Examples 1 and 2, or (c) in accordance  with the Company's Stock Plan.
The written notice of exercise shall indicate the manner in which payment of the
Option Price is being made.  Except as  otherwise  provided in Section 7 hereof,
the fair  market  value per share of Common  Stock  used as  payment  or partial
payment of the Option Price  hereunder  shall be the per share closing price (as
reported  in The Wall  Street  Journal) of the  Company's  Common  Stock for the
trading date  immediately  preceding the date on which the Company receives such
written notice of exercise.

            4.  Termination of Option;  Non-Exercisability.  The Option,  to the
extent  vested and to the extent not  previously  exercised,  shall  immediately
terminate and become  non-exercisable,  null and void upon the first to occur of
the following events:

                    (i) March 31, 1999; or

                    (ii) The  occurrence  of an "Event of Default" as defined in
that  certain  Agreement  dated as of April 1,  1997  (the  "Agreement")  by and
between the Company and Grantee.

In addition,  the Option,  to the extent vested and to the extent not previously
exercised, shall immediately become non-exercisable at any time when a "Default"
(as  defined  in  the  Agreement)  exists  (and  shall  remain   non-exercisable
thereafter  unless and until such Default is timely cured as provided for in the
Agreement.)

            5. Reclassification,  Consolidation, or Merger. The number of shares
for which an Option has been granted  shall be adjusted in  accordance  with the
Plan (and the  calculations  contemplated by Section 7 hereof shall be equitably
adjusted) if certain events such as recapitalization,  merger or stock dividends
occur.

            6. Rights Prior to Exercise of Option.  The Option granted herein is
not  transferable by Grantee,  except in the event of Grantee's  death, and then
only  by  Grantee's  estate,  heirs,  executors,   personal  representatives  or
administrators,  and during  Grantee's  lifetime  shall be  exercisable  only by
Grantee.  This Option  shall  confer no rights of the holder  hereof to act as a
shareholder with respect to any of the Option Shares until payment of the option
price and delivery of a share certificate has been made.

            7.  Special  One-Time  Election.  Provided  there  has been no prior
termination  of the Option under any other  provision  of this Option  Agreement
(and only under any other provision of this Option Agreement), and provided that
no Default or Event of Default (as defined in the  Agreement)  then  exists,  if
Grantee  so elects by giving  written  notice to the  Company  at least five (5)
business  days  prior  to the last  trading  day in any of the  calendar  months
commencing  with March  1998  through  and  including  September  1998 (the last
trading day in such  calendar  month being herein  referred to as the "Month End
Trading Date"),  provided further,  however, that if Grantee shall be in Default
as of September  1998,  then the date for giving of said written  notice  shall,
provided  such Default is timely  cured,  be extended to five (5) business  days
prior to the last trading day in October 1998  (which,  in such event,  would be
treated as a Month End Trading Date):

          (a)       (i) if such Option were then "in the money" (i.e., the Month
                    End Trading Price exceeded the Option Price), then all (or a
                    portion)  of the Option  then  outstanding  (not  previously
                    exercised or  terminated)  shall be exercised by Grantee (as
                    provided  for in  Section  3 above  but  using the Month End
                    Trading  Price for  determining  the fair market  value,  if
                    applicable)  as of the  close of the  applicable  Month  End
                    Trading Date, or

                    (ii) if such Option were not then "in the money" (i.e.,  the
                    Month End  Trading  Price did not exceed the Option  Price),
                    then all of the  Option  then  outstanding  (not  previously
                    exercised  or  terminated)   would  be  then  cancelled  and
                    terminated and would thereafter be non-exercisable, null and
                    void as of the closing of the  applicable  Month End Trading
                    Date; and

          (b)       if the closing price of the Company's common stock as of the
                    applicable  Month End  Trading  Date (The "Month End Trading
                    Price")  were not $2.715 (or more)  greater  than the Option
                    Price of the Option,  then the Company would pay to Grantee,
                    no later than 30 days after such Month End Trading  Date, an
                    amount  per  then  outstanding  Option  which  was  actually
                    exercised  (per (a) (i)  above) or  cancelled  (per (a) (ii)
                    above),  or  cancelled  for  reasons  other than as provided
                    under any other  provision of this Option  Agreement,  as of
                    such Month End Trading Date equal to the lesser of:

                    (i) an amount  equal to (A) the  Option  Price of the Option
                    plus (B) $2.715 minus (C) such Month End Trading Price, OR

                    (ii) $2.715.


          Any amounts to be paid by Company to Grantee under Section 7(b) hereof
which are not timely  paid when due shall bear  interest  at the rate of 12% per
annum.

          Notwithstanding  anything contained in this Option Agreement which may
appear to the contrary, and without limitation of any right of Grantee to timely
cure any Default as provided for in the Agreement,  (i) Grantee may not make the
special election provided for in this Section 7 if a Default or Event of Default
(as defined in the  Agreement)  then exists and (ii) no payment  pursuant to the
special  election  provided  for in this Section 7 shall be made if a Default or
Event of Default (as defined in the Agreement) then exists.

          Notwithstanding  anything contained in this Option Agreement which may
appear to the contrary,  in the event that Employee  makes the special  election
provided for in this Section 7: 

          (i) the  aggregate  cash payments made by Company with respect to this
Section 7 shall in no event ever exceed $271,500; and

          (ii) following such special election,  none of the Option (except,  in
the case of (a)(i) above, for the portion, if any, of the Option outstanding and
not  exercised  by Grantee as of the close of the  applicable  Month End Trading
Date)  shall  remain  outstanding  after the close of the  applicable  Month End
Trading Date.

          8. Plan; Registration. The grant of the Option is, and the purchase of
the Option Shares  described herein will be, pursuant to the Plan and the Option
Shares are and will be  covered  by a  registration  statement  covering  shares
underlying options granted pursuant to the Plan.

          9. Binding Effect. This Option Agreement shall inure to the benefit of
and be binding upon the parties hereto and their  respective  heirs,  executors,
administrators, personal representatives, successors and assigns.

          10.  Miscellaneous.  This  Option  Agreement  shall be governed by and
construed  under the laws of the  State of  Delaware.  If any term or  provision
hereof  shall  be  held  invalid  or  unenforceable,  the  remaining  terms  and
provisions  hereof shall continue in full force and effect.  Any modification to
this  Agreement  shall not be effective  unless the same shall be in writing and
such  writing  shall be signed by the  parties  hereto.  This  Option  Agreement
constitutes the entire agreement  between the parties with respect to the Option
granted  hereunder  and  supersedes  and  terminates  all prior  understandings,
agreements,  or arrangements  between the parties, if any, both oral or written,
with respect thereto.

          11.  Notices.  All  notices,   requests,   demands,  claims  or  other
communications  hereunder  will be in writing  and shall be deemed duly given if
personally  delivered,  sent  by  telefax,  or sent  by a  recognized  overnight
delivery  service which guarantees next day delivery  ("Overnight  Delivery") or
mailed registered or certified mail, return receipt requested,  postage prepaid,
transmitted or addressed to the intended recipient as set forth below:

If to Grantee:                     Mr. Robert J. Klein
                                   42 Latour Way
                                   Greer, SC 29650

                                   with a copy to:

                                   Howard N. Greenberg, Esq.
                                   Kleinbard, Ball & Brecker
                                   Suite 700
                                   1900 Market Street
                                   Philadelphia, PA  19103
                                   Telefax: (215) 568-0140

If to the Company:                 Moovies, Inc.
                                   201 Brookfield Parkway
                                   Suite 200
                                   Greenville, SC 29607
                                   Attention: President
                                   Telefax: (864) 213-1702

                                   and

                                   Moovies, Inc.
                                   201 Brookfield Parkway
                                   Suite 200
                                   Greenville, SC  29607
                                   Attention: Corporate Secretary
                                   Telefax: (864) 213-1702


 (i) by personal delivery or telefax, will be deemed received on the day sent or
on the first  business day  thereafter  if not sent on a business  day,  (ii) by
Overnight  Delivery,   will  be  deemed  received  on  the  first  business  day
immediately  following  the date sent,  and (iii) by U.S.  mail,  will be deemed
received  three (3)  business  days  immediately  following  the date sent.  For
purposes of this  Agreement,  a "business  day" is a day on which the Company is
open for business  but shall not include a Saturday or Sunday or legal  holiday.
Notwithstanding  anything  to the  contrary  in this  Agreement,  no  action  is
required on a day which is not a business  day, such action shall be required to
be performed on the next succeeding day which is a business day.

            IN WITNESS  WHEREOF,  the parties  hereto have  executed this Option
Agreement as of the day and year first written above.


                                   MOOVIES, INC.



                                   By:_________________________________
                                           John L. Taylor,
                                           Chief Executive Officer and President


                                   GRANTEE:

                                   __________________________[Signature]

                                   _________________________[Print Name]

                                   State of Residence:____________________


                                   Mailing Address:

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<PAGE>


                                    EXHIBIT A

                         Options Granted; Exercise Price

    Number of Options Granted                                   Option Price
    -------------------------                                   ------------
          100,000                                                   $4.69



<PAGE>


                                    EXHIBIT B

                                Vesting Schedule


                                                         Cumulative Number of
  Period                                                 Option Shares Vested

  Prior to the execution, delivery and
  effectiveness of the  Agreement                                Zero

  From and after the execution, delivery
  and effectiveness of the Agreement until
  termination of the Option                                    100,000

The right of exercise shall be cumulative so that if the Option is not exercised
to the  maximum  extent  permissible  during  an  exercise  period,  it shall be
exercisable,  in whole or in part,  with  respect  to all  Option  Shares not so
purchased at any time thereafter and prior to the termination of the Option.