Exhibit 10.18
                              

                            ASSET PURCHASE AGREEMENT

                               TABLE OF CONTENTS

                                                                           Page

ARTICLE I  PURCHASE AND SALE OF ASSETS; ASSUMPTION AND ASSIGNMENT OF 
           LEASES AND EXECUTORY CONTRACTS.....................................3

1.1   Purchased Assets........................................................3
1.2   Assumed and Assigned Leases and Executory Contracts.....................4

      1.2.3  Assumed Liability................................................5
      1.2.5  Seller's Discount Booklets, Coupons and Marketing Programs.......5
      1.2.6  Credit Card Runs.................................................5
      1.2.7  Taxes and Prorations.............................................5
      1.2.8  Certain Employee Benefits........................................6
      1.2.9  Other Closing Costs..............................................6

1.3   Excluded Assets.........................................................6

ARTICLE II  PURCHASE PRICE....................................................7

2.1   Purchase Price..........................................................7

       2.1.1  Certain Employee Benefits Price Reduction.......................7
       2.1.2  K-Mart Price Reduction..........................................7
       2.1.3  Ralph's Price Reduction.........................................7
       2.1.4  Fred Meyers Price Reduction.....................................8

2.2   Payment.................................................................8
2.3   [Intentionally left blank] .............................................8
2.4   [Intentionally left blank]..............................................8
2.5   Allocation of the Purchase Price Among the Purchased Assets.............8
2.6   Employment of Seller's Personnel........................................8
2.7   [Intentionally Left Blank]..............................................8

ARTICLE III BANKRUPTCY COURT APPROVAL; CLOSING................................9

3.1   Filings with Bankruptcy Court...........................................9
3.2   Bidding Procedures......................................................9
3.3   No Shop................................................................10
3.4   Administrative Expense.................................................11
3.5   Closing................................................................11
3.6   Closing Documents......................................................11
3.7   Rentrak Closing Documents..............................................12

ARTICLE IV  LIEN-FREE SALE...................................................12


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ARTICLE V   REPRESENTATIONS AND WARRANTIES...................................12

5.1   Representations and Warranties of Seller...............................12

      5.1.1  Title...........................................................12
      5.1.2  Leased Assets...................................................12
      5.1.3  Intellectual Property...........................................12
      5.1.4  Leases..........................................................13
      5.1.5  Violations, Suits, Etc..........................................13
      5.1.6  Financial Statements............................................14
      5.1.7  Events Subsequent to Most Recent Fiscal Year End................14
      5.1.8  Present Status..................................................15
      5.1.9  Operations Until Closing........................................15
      5.1.10 Operations after Closing........................................16
      5.1.11 Organizational Representations and Warranties of Seller.........16
      5.1.12 [Intentionally left blank]......................................17
      5.1.13 Access to Records...............................................17
      5.1.14 Compliance......................................................17
      5.1.15 Financial Reports...............................................17
      5.1.16 Environment, Health and Safety..................................17

5.2   Representations and Warranties of Purchaser............................19

ARTICLE VI  CONDITIONS TO OBLIGATION TO CLOSE................................19

6.1   Conditions to Obligation To Close......................................19

      6.1.1  Conditions to Obligation of the Purchaser.......................19
      6.1.2  Conditions to Obligation of the Seller..........................21

ARTICLE VII ADDITIONAL PROVISIONS............................................21

7.1   Default................................................................21
7.2   [Intentionally left blank].............................................22
7.3   Continued Inspection...................................................22

ARTICLE VIII  MISCELLANEOUS PROVISIONS.......................................22

8.1   [Intentionally left blank].............................................22
8.2   Risk of Loss...........................................................22
8.3   Severability and Operations of Law.....................................23
8.4   Choice of Law..........................................................23
8.5   Entire Agreement; Modification.........................................23
8.6   Survival and Binding Agreement.........................................23
8.7   Counterparts...........................................................23
8.8   Assignment.............................................................23
8.9   Notices................................................................23
8.10  Termination............................................................24

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<PAGE>


                            ASSET PURCHASE AGREEMENT


     THIS  AGREEMENT  made this 22nd day of March 1999,  by and between  BLOWOUT
ENTERTAINMENT,  INC.,  a Delaware  corporation,  whose  address  is One  Airport
Center,  2nd  Floor,  7700  N.E.  Ambassador  Place,   Portland,   Oregon  97220
("Seller"),  and M.G.A., INC., a Delaware  corporation,  whose address is 739 W.
Main Street, Dothan, Alabama 36301 ("Purchaser").

     WHEREAS,  Seller  plans to file a voluntary  Petition  under  Chapter 11 of
Title 11, of the United States Code ("Bankruptcy Code") in the immediate future;
and

     WHEREAS, the parties hereto desire that certain assets of Seller be sold to
Purchaser and that certain  leases and executory  contracts to which Seller is a
party be assumed and assigned, pursuant to this Agreement; and

     WHEREAS,  the parties  hereto desire to set forth certain  representations,
warranties  and  covenants  made by each to the other,  as an  inducement to the
consummation  of the sale,  assumption  and  assignment  described  herein,  and
certain additional agreements related to the sale, assumption and assignment;

     NOW,   THEREFORE,   for  valuable   consideration,   including  the  mutual
representations, warranties and covenants herein contained, the receipt of which
is hereby acknowledged, the parties hereby agree as follows:

                                   DEFINITIONS

     "Employee Benefit Plan" means any (a) nonqualified deferred compensation or
retirement  plan or arrangement  which is an Employee  Pension Benefit Plan, (b)
qualified  defined  contribution  retirement  plan or  arrangement  which  is an
Employee Pension Benefit Plan, (c) qualified defined benefit  retirement plan or
arrangement   which  is  an  Employee   Pension   Benefit  Plan  (including  any
Multiemployer  Plan),  or (d) Employee  Welfare  Benefit Plan or material fringe
benefit plan or program.

     "GAAP" means United States generally accepted accounting principles as used
by the  Financial  Accounting  Standards  Board  of the  American  Institute  of
Certified Public Accountants, consistently applied and maintained.

     "Intellectual Property" means all (a) patents, patent applications,  patent
disclosures,  and improvements  thereto,  (b) trademarks,  service marks,  trade
dress,  logos,  trade names, and registrations and applications for registration
thereof,  except for  "Blowout  Video"  which is  expressly  excluded  from this
definition,  (c) copyrights and  registrations and applications for registration
thereof,  (d) mask works and  registrations  and  applications  for registration
thereof,  (e) computer  software,  data,  documentation,  (f) trade  secrets and
confidential  business  information  (including ideas,  formulas,  compositions,
inventions  (whether  patentable or  unpatentable  and whether or not reduced to
practice),  know-how,  manufacturing  and production  processes and  techniques,
research and development information, drawings, specifications,  designs, plans,
proposals,  technical data,  copyrightable works, marketing,  and business data,
pricing and costs  information,  business and marketing  plans, and customer and
supplier lists and information),  (g) other proprietary  rights,  and (h) copies
and tangible embodiments thereof (in whatever form or medium).

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     "Pre-Petition  Rentrak  Inventory"  means all video  cassette tape, DVD and
game inventory leased by Seller from Rentrak Corporation ("Rentrak") pursuant to
its existing Rentrak National Account Agreement  ("Existing Rentrak Agreement"),
that is in the Stores as of the date of filing a voluntary Chapter 11 bankruptcy
petition as contemplated herein.

     "Post-Petition  Rentrak  Inventory"  means all video cassette tape, DVD and
game  inventory  leased in the future by Seller  from  Rentrak,  pursuant to the
Individual  Rentrak  Agreements (as hereinafter  defined)  between the n date of
filing a voluntary Chapter 11 bankruptcy petition and the Closing Date.

     "Security Interest" means any lien,  mortgage,  pledge,  security interest,
encumbrance,  charge,  or other lien, other than (a) mechanic's,  materialmen's,
and similar liens, (b) liens for taxes not yet due and payable or for taxes that
the taxpayer is contesting in good faith through  appropriate  proceedings,  (c)
liens  arising  under  workers  compensation,   unemployment   insurance  social
security,  retirement, and similar legislation,  (d) liens arising in connection
with  sales of  foreign  receivables,  (e)  liens on goods in  transit  incurred
pursuant to  documentary  letters of credit,  (f) purchase money liens and liens
securing rental payments under capital lease  arrangements,  and (g) other liens
arising in the ordinary  course of business and not incurred in connection  with
the borrowing of money.

     "Taxes" means any federal, state, local, or foreign income, gross receipts,
capital stock, franchise, profits, withholding,  social security,  unemployment,
disability, real property, personal property, stamp, excise, occupation,  sales,
use,  transfer,  value  added,  alternative  minimum,  estimated,  or other tax,
including any interest,  penalty, or additional charge thereto, whether disputed
or not.

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<PAGE>

                                    ARTICLE I

                     PURCHASE AND SALE OF ASSETS; ASSUMPTION
                AND ASSIGNMENT OF LEASES AND EXECUTORY CONTRACTS

     1.1 Purchased Assts. Subject to and upon the terms and conditions set forth
herein, the Seller agrees to and will sell, transfer,  assign and deliver to the
Purchaser at the Closing (as hereinafter  defined),  and the Purchaser agrees to
and will  purchase,  acquire and take  assignment and delivery of, the assets of
the Seller located at Seller's leased store space(s) listed on Schedule 1.1 (the
"Stores") or that otherwise relate primarily to Seller's business at the Stores,
as same shall exist on the Closing Date, as hereinafter  defined  (collectively,
the "Assets"), including but not limited to:

          1.1.1  (a)  All  machinery,   appliances,   equipment,  computers  and
peripherals, tools, supplies, leasehold improvements,  construction in progress,
furniture and fixtures  owned by the Seller,  that are located at the Stores and
at the  corporate  home office of SellerT at the address set forth  herein,  (b)
tangible  personal  property  including,  but  without  limitation,  inventories
located at the Stores,  and tangible  personal property  including,  but without
limitation,  inventory and store  supplies (but not store  fixtures)  located in
Seller's  corporate  warehouse in Wilmington,  Ohio, (c) Intellectual  Property,
goodwill  associated  therewith,  licenses and sublicenses  granted and obtained
with respect thereto,  and rights  thereunder,  remedies  against  infringements
thereof,  and rights to  protection  of interests  therein under the laws of all
jurisdictions,  (d) without limiting the generality of the foregoing, all right,
title  and  interest  in the name  "Videos & More,"  (e)  account  balances  and
accounts receivables generated at the Store level, but excluding corporate-level
accounts,  notes, and other  receivables,  (f) originals of all books,  records,
ledgers, files, documents,  correspondence,  customer lists, creative materials,
advertising  and  promotional  materials  generated  at the level of the Stores;
provided,  however,  that the Seller will have reasonable  access to inspect and
copy the same for a period of 5 years  after  Closing;  (g) all  software at the
Store and corporate  home-office  levels and all contents in all computer discs,
CD Roms, DVD's and hard drives, (h) all P.O.S. software systems, and (i) cash in
Stores in an amount not less than $200.00 per Store; provided, however, that the
Assets shall not include (A) the corporate  charter or qualifications to conduct
business as a foreign corporation,  arrangements with registered agents relating
to foreign  qualifications,  taxpayer and other identification  numbers,  seals,
minute books,  transfer books, and other documents relating to the organization,
maintenance, and existence of the Seller as a corporation, (B) any of the rights
of the Seller  under this  Agreement  (or under any side  agreement  between the


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Seller on the one hand and the  Purchaser  on the other hand  entered into on or
after the date of this  Agreement);  or (C) any real property owned by Seller in
fee simple.

          1.1.2 All inventory and equipment  owned by the Seller  located at the
Stores or in the possession of customers,  or in the Seller's  Wilmington,  Ohio
warehouse space,  including without limitation,  video cassette tapes and games,
digital video discs, audio books, laser discs, video hardware and software,  and
video  cassette  players held at the Stores for rental and sale;  provided  that
Seller shall  deliver to  Purchaser  not less than  625,000  pre-recorded  video
cassette  tapes and games,  digital video discs,  audio books and laser discs on
the Closing Date;  and provided  further,  however,  that said minimum number of
625,000  may be  reduced in  proportion  to the  reduction  in the  purchase  of
inventory  resulting  from any  reduction in the number of Stores  purchased and
consequent reduction of the Purchase Price as set forth in Sections 2.1.2, 2.1.3
and 2.1.4.

          1.1.3 Customer lists and related information of the Stores.

          1.1.4 All of Seller's  right,  title and  interest in and to any other
assets  located  at the  Stores  and/or  relating  solely to the  Stores and the
business conducted thereat.

          1.1.5 All of the Seller's  right,  title,  and interest in and to, the
Intellectual  Property  as herein  defined,  including,  but not limited to, the
assets listed on Schedule  1.1.5,  but  excluding  such property as is listed in
Section 1.3.3 hereinbelow.

          1.1.6 All cooperative advertising credits and market development funds
(whether accrued or receivable).

          1.1.7 The Assets located at the Stores shall not include any assets of
any kind that are  located,  as of the  Closing  Date,  at  Stores  that are not
acquired by assumption and assignment by Purchaser from Seller.

     1.2 Assumed and Assigned Leases and Executory Contracts

          1.2.1 Seller  shall  forthwith  take all actions  necessary to seek an
order from the Bankruptcy Court authorizing it to assume all leases or rental or
occupancy  agreements of real property  under which Seller is lessee or occupant
(subject  to  amendments,  the terms of which are set forth in  Exhibit  "1.2.1"
hereto),  that are set forth in Schedule 1.2.1; all leases of personal  property
under which Seller is lessee that are set forth in Schedule  1.2.1A hereto;  all
Individual Rentrak Agreements concerning  Post-Petition  Rentrak Inventory;  all
software  licenses  from  Streamline  Solutions  Incorporated;  and all personal
property contracts and agreements with Seller's customers.

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<PAGE>

          1.2.2  Seller shall  forthwith,  at such time as it is  authorized  to
assume as set forth in Section  1.2.1,  hereinabove  by Bankruptcy  Court order,
assign  all  assumed  rights  under  all  leases  and  executory   contracts  as
contemplated under Section 1.2.1 hereinabove, to the Purchaser.

          1.2.3 Assumed Liability.  The Purchaser agrees to and will at Closing,
assume  and  agree to pay,  discharge  and  perform  when  lawfully  due (i) all
obligations and liabilities under the Leases, as hereinafter  defined,  accruing
and/or arising after the Closing Date;  (ii) all  obligations and liabilities of
the Seller  with  respect to all rental and  sell-through  inventory,  including
video cassette tapes and games (other than sell-through titles which are presold
by Seller),  ordered by Seller in the  ordinary  course of  business,  which are
invoiced to Seller and/or delivered to the Stores during the week of the Closing
or on or after the Closing Date, or which have a "street  date," as such term is
normally  used in the Video  industry,  during the week of the  Closing or on or
after the Closing Date, regardless of the date of invoice or delivery; (iii) all
obligations and liabilities of the Seller with respect to all Individual Rentrak
Agreements concerning  Post-Petition Rentrak Inventory,  accruing and/or arising
after the Closing Date, and (iv) all  obligations  and liabilities of Seller for
the  matters  referred to in Section  1.2.8  hereinbelow.  Otherwise,  Purchaser
assumes no liabilities of Seller of any nature.

          1.2.4 Seller shall be reimbursed by Purchaser for  prepayments for all
video  cassette  tapes and games whose  "street  dates" occur during the week in
which the Closing occurs or thereafter.

          1.2.5  Seller's  Discount  Booklets,  Coupons and Marketing  Programs.
Purchaser shall assume the  responsibility to honor all of the Seller's Discount
Booklets,  Coupons and  Marketing  Programs  offered by the Seller  prior to the
Closing in the ordinary course of business.

          1.2.6  Credit Card Runs.  Any  liability  for any  "running" of credit
cards which occurs after the Closing,  whether or not credit card information on
which such a "run" is based was initially  entered  before or after the Closing,
shall be the responsibility of Purchaser;  provided, however, that any liability
for the  "running"  of credit cards  before the Closing  shall be Seller's  sole
responsibility.

          1.2.7 Taxes and  Prorations.  Seller shall be  responsible  for all ad
valorem taxes or  assessments  relating to the Assets for taxable  periods up to
and including the Closing Date, regardless of when the same shall become due and
payable,  and such taxes shall be pro-rated  between  Seller and Purchaser as of
the Closing  Date or within a  reasonable  time  thereafter.  All expense  items
including but not limited to insurance,  rents, utility charges, and any prepaid
agreements  shall be prorated  between  Seller and  Purchaser  as of the Closing
Date.  Purchaser  shall  have the  right to  offset  any  amounts  which are the
responsibility  of Seller from the monies due Seller from  Purchaser  under this
Agreement.  The  rents for  periods  prior to  Closing  for the  Stores  will be
prorated  as of the Closing  Date,  and  Purchaser  shall  reimburse  Seller for
Purchaser's  prorata share as to rent paid in advance.  In the case of rent paid
in  arrears,  Seller  shall pay  Purchaser  for the  pro-rated  period up to the
Closing.

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<PAGE>

          1.2.8 Certain  Employee  Benefits.  Purchaser will recognize and honor
the accrued  vacation,  sick and  paid-time-off  rights of Seller's  Store Level
personnel.  Purchaser  shall pay out to all corporate level personnel a lump-sum
payment,  representing  their vacation,  sick and  paid-time-off  rights against
Seller.

          1.2.9 Other  Closing  Costs.  Seller and  Purchaser  shall each remain
liable for their own closing expenses  including  attorney's fees.  Seller shall
remain liable for any closing expenses incurred by Seller and/or Seller's agents
or employees and shall indemnify  Purchaser  against any actions brought against
Purchaser,  resulting  from Seller's  failure to pay any such Closing  expenses.
Purchaser  shall remain  liable for any Closing  expenses  incurred by Purchaser
and/or  Purchaser's  agents or employees and shall indemnify  Seller against any
actions brought  against Seller  resulting from  Purchaser's  failure to pay any
such closing expenses.

     1.3  Excluded  Assets.  Anything to the  Contrary  in Sections  1.1 and 1.2
notwithstanding, the Purchased Assets shall exclude:

          1.3.1 Any real property owned by Seller in fee simple.

          1.3.2 All cash,  bank  deposits  and/or  cash  equivalents  of Seller,
except for cash in Stores in an amount not less than $200.00 per Store.

          1.3.3 The  licensed  name  "Blowout  Video,"  which is  licensed  from
Rentrak  (said  name to be  licensed  separately  by  Purchaser  as a  condition
precedent to the Closing hereof).

          1.3.4 Claims,  lawsuits and choses in action that do not relate to the
store-level specifically.

          1.3.5  Pre-paid  premiums  on  Seller's  CGL  insurance  policies  and
security deposits.

          1.3.6 Tax refunds and tax attributes.


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<PAGE>

          1.3.7 Claims for relief under any of the avoiding  powers provided for
under Chapter 5 of the Bankruptcy Code.

          1.3.8 Employee Benefit Plans of the Seller.

          1.3.9 The originals of all books and records and software, kept at the
corporate home office level; provided,  however, that copies of all such records
shall be included in the Assets sold to Purchaser.

          1.3.10 All Pre-Petition  Rentrak Inventory and  Post-Petition  Rentrak
Inventory.

          1.3.11 The Seller's right of action against  Jim-Mor Video,  Inc., for
unpaid accounts receivable, which is a corporate level account receivable.

          1.3.12 All consigned personal property.

          1.3.13 Store fixtures at Seller's Wilmington, Ohio warehouse.


                                   ARTICLE II

                                 PURCHASE PRICE

     2.1 Purchase Price. The purchase price due from Purchaser to Seller for the
sale of the owned  Assets  and the  assumption  and  assignment  of  leases  and
executory contracts,  and the Covenant Not To Compete, shall be Two Million Four
Hundred Thousand and No/100 Dollars ($2,400,000) (the "Purchase Price").

          2.1.1 Certain Employee Benefits Price Reduction.  In consideration for
the  assumption  and/or  payment by the Purchaser of certain  obligations of the
Seller to its personnel for the items referred to in Section 1.2.8, hereinabove,
the purchase price shall be reduced by the amount equal to said  liabilities and
obligations,  which  amount shall be stated in writing by Seller no later than 2
days before the Closing Date.

          2.1.2  K-Mart  Price  Reduction.  In the event of a failure  to obtain
consent to the assumption and assignment  provided for herein from K-Mart,  then
the Purchase Price provided for in Section 2.1 shall be reduced by $94,000.

          2.1.3  Relph's  Price  Reduction.  In the event of a failure to obtain
consent to the assumption and assignment  provided for herein from  Ralph's/Food
for Less,  then the Purchase  Price provided for in Section 2.1 shall be reduced
by $224,000.
                                      
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<PAGE>

          2.1.4 Fred Meyers Price Reduction. In the event of a failure to obtain
consent to the assumption  and assignment  provided for herein from Fred Meyers,
then the Purchase Price provided for in Section 2.1 shall be reduced by $80,000.


     2.2 Payment. The balance of the Purchase Price remaining after the payment,
if any,  provided for under  Section  3.2.2.1(a)  hereinbelow,  shall be paid by
Purchaser  in cash,  certified  funds or wire  transfer  at  Closing to the bank
account(s) designated by Seller.

     2.3 [Intentionally left blank]

     2.4 [Intentionally left blank]

     2.5  Allocation  of the  Purchase  Price Among the  Purchased  Assets.  The
Purchase Price shall be allocated, for tax purposes, among each item or class of
the Assets  pursuant to Schedule 2.5 hereof.  The Seller and the Purchaser agree
that they will prepare and file any notice or other filings required pursuant to
section 1060 of the Internal Revenue Code of 1986, as amended, and that any such
notices or filings will be prepared based on such tax allocation of the Purchase
Price.  The Purchaser  agrees to send to the Seller a completed copy of its Form
8594 ("Asset  Acquisition  Statement  under Section  1060") with respect to this
transaction prior to filing such form with the Internal Revenue Service.

     2.6  Employment of Seller's  Personnel.  The Seller will use its good faith
best  efforts  to  persuade  its  employees  at the  Stores  to make  themselves
available for  employment by the Purchaser.  Purchaser  shall use its good faith
best efforts to interview  and review said current  employees of Seller prior to
the  Closing  Date;  provided,  however,  employment  of Seller's  personnel  by
Purchaser  shall be in the sole  discretion  of Purchaser in the exercise of its
business  judgment.  It is not the  intent  of  this  section  to make  Seller's
employees third party beneficiaries to this Agreement. Purchaser is not assuming
any of Seller's  employment  liabilities  that have  accrued,  including but not
limited to, unpaid FICA, FUTA,  unemployment tax, pension or profit-sharing plan
contributions,  employee fringe benefits,  bonuses or incentive  programs of any
type or accrued  and/or  unpaid  vacation time or  allowances,  nor is Purchaser
acquiring any interest or obligation under any Employee Benefit Plans of Seller.
Purchaser  will  enter  into  employment  agreements  with the  three  principal
officers of Seller, Steve Berns, Thomas Berkompas and Hal Heyer, with a one-year
term and on the same terms and conditions, including salary, fringe benefits and
the like, as are in their existing employment  agreements,  excluding,  however,
any change of control provisions.

     2.7 [Intentionally Left Blank]

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<PAGE>



                                   ARTICLE III

                       BANKRUPTCY COURT APPROVAL; CLOSING

     3.1 Filings with  Bankruptcy  Court.  Promptly  after the execution of this
Agreement, but in no event later than March 26, 1999, Seller shall file with the
Bankruptcy Court a motion for approval of this Agreement,  including approval of
a sale free and clear of all liens, claims,  encumbrances and interests,  and of
the assumptions and assignments of leases and executory contracts.

          3.1.1 An Order of the Bankruptcy Court approving the sale,  assumption
and  assignments to Purchaser,  shall be entered not later than 60 calendar days
after the Motion  requesting  such Order shall have been filed. If no such Order
is  entered  within  that  period of time,  then  there  shall be a failure of a
condition   precedent  to  Purchaser's   obligations   herein.  In  that  event,
termination  shall occur and the Break-up Fee provided under Section 3.2.6 shall
be paid to Purchaser.

          3.1.2 Any Order approving the sale shall contain a provision  pursuant
to Bankruptcy Code Section 363(m) that the reversal or  modification  thereof on
appeal does not affect the validity of such sale to Purchaser.

          3.2  Bidding  Procedures.  Seller  shall  also seek an Order  from the
Bankruptcy Court (the "Bidding  Procedures  Order"), 10 calendar days in advance
of the  hearing  on the  Sale  Motion  (the  "Hearing"),  providing  for (i) the
procedure for parties to follow in the event Seller  receives a competing  offer
or proposal relating to the Assets and (ii) approval of the Overbid Break-up Fee
specified  in Section  3.2.6,  which  pleadings  shall be in form and  substance
satisfactory to Purchaser.  The Bidding  Procedures  Order shall provide,  among
other things, the following:

          3.2.1 Only Purchaser and a party who has submitted a Qualified Bid may
bid at the Hearing.

          3.2.2 A Qualified Bid must meet the following conditions:

          3.2.2.1  the maker of such bid must  provide  to Seller at least  five
calendar  days prior to the  Hearing  reasonably  satisfactory  evidence  of (a)
financial  capability  and good  faith  intent to  fulfill  all of the terms and

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<PAGE>

conditions  of this  Agreement on a timely basis,  accompanied  by payment of an
initial  cash  deposit  in the  amount  of at least  $300,000  and (b)  adequate
assurance  of  future  performance  of  the  Assumed  Liabilities  and  Assigned
Contracts, as required by the Bankruptcy Code; and

          3.2.2.2 the maker of such bid must execute an asset purchase agreement
essentially  identical to the Agreement,  except that the bid must provide for a
purchase price equal to the Purchase Price set forth in Section 2.1 hereof, plus
an additional $300,000.

          3.2.3  Any  dispute  as to any  bidder's  intent or  ability  shall be
resolved by the Bankruptcy Court at the Hearing on the Sale Motion.

          3.2.4 At the Hearing on the Sale Motion,  the  Bankruptcy  Court shall
decide which of the bids is the highest and best bid, and the holder of said bid
must  stipulate  and agree on the  record at the  Hearing to be bound by all the
terms of the Agreement.  If  Purchaser's  bid is not selected as the highest and
best bid,  Purchaser  shall be  entitled  to match the  highest and best bid, in
which event Purchaser's bid shall be deemed the highest and best bid.  Purchaser
shall be credited  with the $100,000  break-up fee set forth in Section 3.2.6 as
part of its bid.

          3.2.5  Any  counterbid  in  the  bidding   process  over  the  initial
counterbid  must be at least  $200,000  higher than the prior bid or counterbid.
All subsequent  counterbids  will be at least $200,000 higher than any prior bid
or counterbid.

          3.2.6 If Seller terminates this Agreement  because  Purchaser's bid is
not the  highest  and  best  bid,  then  within  five  days of the  date of such
termination,  Purchaser  shall be paid the Break-up  Fee of $100,000,  which fee
shall be paid solely from the deposit paid by the  successful  bidder as part of
such successful bidder's Qualified Bid, without any administrative  liability to
the estate.

     3.3 No Shop.

          3.3.1  Seller  agrees  that during the period  commencing  on the date
hereof and ending on the earlier of the Closing Date or the  termination of this
Agreement,  Seller will not,  directly or indirectly (a)  encourage,  solicit or
initiate discussions or negotiations with any corporation,  partnership, person,
entity or group,  other than  Purchaser,  concerning any merger,  consolidation,
sale of assets,  sale of securities or acquisition of beneficial  ownership with
respect  to the  Seller or the  Assets,  or (b)  otherwise  initiate  any action
(unless in response to an unsolicited offer) which  would prejudice  the ability


                                       10
<PAGE>

of  Purchaser  to  close  under  this   Agreement;   provided,   however,   that
notwithstanding  the foregoing,  nothing in this Section 3.3.1 shall prohibit or
limit in any way,  the  ability of Seller to (A) notify  (including  by means of
advertisement) any corporation,  partnership, person, entity or group of (1) the
contents  of the  Bidding  Procedures  Order,  (2)  their  ability  to  submit a
Qualified Bid, (3) the procedures to be followed when submitting a Qualified Bid
and (4)  information  relating to the Hearing,  including  the time and location
thereof  or (B)  accommodate  a  prospective  bidder's  reasonable  request  for
information in  conjunction  with its due diligence  review of Seller,  provided
such bidder  submits  evidence  satisfactory  to Seller of its or his  financial
capability to consummate the Contemplated Transactions.

          3.3.2 Seller and Purchaser  shall issue a joint press release upon the
execution  of this  Agreement.  The content of any such press  release  shall be
reasonably  agreed upon by both Seller and  Purchaser.  No press release will be
issued by either Seller or Purchaser unless a reasonable effort is made to agree
upon the content thereof.

     3.4 Administrative Expense. Seller agrees that in the event Seller avoids a
prepetition  payment to one or more  holders of the Assumed  Liabilities  or any
non-debtor  party to the  Assigned  Contracts,  Purchaser  shall have an allowed
administrative  expense claim to the extent  Purchaser  elects to reimburse said
person(s) in whole or in part for said avoided prepetition payment(s).

     3.5  Closing.  The parties  shall  close (the  "Closing")  the  transaction
contemplated  by this  Agreement  (the  "Transaction")  within fifteen (15) days
after the entry of said Order as required in Section  3.1.1.  The Closing  shall
take  place at the  offices  of the  Purchaser,  739 West Main  Street,  Dothan,
Alabama 36301, or by facsimile and overnight  courier for the convenience of the
parties.  All computations,  adjustments,  and transfers for the purposes herein
shall be effective as of 12:01 a.m. on the date of Closing (the "Closing Date").
Time is of the essence of this Agreement.

     3.6 Closing  Documents.  At the  closing and  thereafter  if  requested  by
Purchaser,   the  Seller  shall  tender  to  Purchaser   fully  executed  deeds,
affidavits,  assignments,  bills of sale and other  documentation as Purchaser's
attorneys may  reasonably  require for all Assets,  including but not limited to
the following items:

          3.6.1 Bill of Sale covering the Assets being conveyed.

          3.6.2  Assignments  of Lease set forth in Schedule  1.2.1  executed by
Seller's landlord and Seller for each of the Stores.
 
          3.6.3 Possession of the Assets.

          3.6.4 All records and the executed  originals of all lease agreements,
service  contracts,  warranties,  maintenance  agreements  and  other  documents
affecting the Assets.

                                      11

<PAGE>

          3.6.5 Such other documents as may be reasonably requested by Purchaser
in Connection  with the  conveyance  of the Assets and the  continued  effective
operation thereof.

     3.7 Rentrak Closing Documents

          3.7.1 The Closing Documents shall also include a Bill of Sale executed
by Rentrak, covering the Pre-Petition Rentrak Inventory.

                                   ARTICLE IV

                                 LIEN-FREE SALE

     4.1 Upon the  Closing,  all right,  title and interest in and to the Assets
shall be  immediately  vested in Purchaser  free and clear of any and all liens,
claims,  encumbrances  and  interests  of  any  type  whatsoever,   pursuant  to
Bankruptcy  Code  Sections   363(b)  and  (f)  (other  than  expressly   assumed
liabilities under this Agreement). Any liens, claims, encumbrances and interests
shall attach to the proceeds of the sale in order of their priority, to the same
extent and with the same  validity,  force and effect as if such  assets had not
been sold. The Order referred to in Section 3.1.1 shall be  substantially in the
form of Exhibit 4.1 hereto.

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

     5.1 Representations and Warranties of Seller. In addition to any warranties
and  representations  otherwise  contained  herein,  Seller also  represents and
warrants to  Purchaser  as of the date hereof and on the Closing Date as follows
(all representations and warranties shall survive closing by six months).

          5.1.1 Title.  Seller owns, and has good and marketable  title,  to the
Assets to be transferred by Seller pursuant to this Agreement.

          5.1.2 Leased Assets.  Seller is the lessee of the real property leases
listed in Schedule 1.2.1 hereto; Seller is the Lessee of those personal property
Leases that are specifically identified, pursuant to Schedule 1.2.1A; and Seller
is the Lessee of the Post-Petition Rentrak Inventory.

          5.1.3 Intellectual Property.

               5.1.3.1  To the  best  of  Seller's  knowledge,  information  and
belief,  Seller  has  title to or has the  right  to use  pursuant  to  license,
sublicense,  agreement or permission all Intellectual Property necessary for the
Operation  of the  businesses  of  the  Seller  as  presently  conducted  and as
presently proposed to be conducted at the Stores. Except for the "Blowout Video"
tradename  and  servicemark,  which  are  licensed  from  Rentrak,  each item of
Intellectual  Property owned or used by Seller  immediately prior to the Closing
hereunder will be owned or available for use by the Purchaser on identical terms
and conditions immediately subsequent to the Closing hereunder.


                                      12

<PAGE>

               5.1.3.2 Seller has no knowledge that Seller has interfered  with,
infringed  upon,  misappropriated  or  otherwise  come  into  conflict  with any
Intellectual  Property  rights of third parties,  and none of the employees with
responsibility for Intellectual Property matters of Seller has ever received any
charge, complaint, claim or notice alleging any such interference, infringement,
misappropriation,  or  violation.  To the  knowledge of the Seller and employees
with responsibility for Intellectual  Property matters of Seller, no third party
has interfered  with,  infringed upon,  misappropriated,  or otherwise come into
conflict with any Intellectual  Property rights of Seller except with respect to
the "Blowout Video" name.

          5.1.4  Leases.  Seller has  delivered  to the  Purchaser  correct  and
complete  copies of the real estate leases listed in Schedule  1.2.1 (as amended
to date) (the "Leases"). With respect to each of the Leases, and subject to each
landlord's  consent to and approval of the assignment and transfer of the Leases
to Purchaser  (to the extent that the same may be  necessary),  Seller  warrants
that, except as provided in Schedule 1.2.1:

               5.1.4.1 The lease is legal, valid,  binding,  enforceable and has
not been terminated.

               5.1.4.2  The lease will  continue  to be legal,  valid,  binding,
enforceable and will not be terminated as of the Closing.

               5.1.4.3   Seller  has  not   assigned,   transferred,   conveyed,
mortgaged, deeded in trust or encumbered any interest in the leasehold.

               5.1.4.4  To the  best  of  Seller's  knowledge,  information  and
belief,  all  facilities  leased  thereunder  have  received  all  approvals  of
governmental authorities (including licenses and permits) required in connection
with the operation  thereof and have been operated and  maintained in accordance
with applicable laws, rules and regulations.

          5.1.5  Violations,  Suits, Etc. Seller has no knowledge that Seller is
in  violation  of any law or  regulation,  or under  any  order of any  court or
federal, state, municipal or other governmental department,  commission,  board,
bureau,  agency or  instrumentality  wherever located.  Seller has no knowledge,
except to the extent set forth on Schedule  5.1.5,  of any (1) claims,  actions,
suits or proceedings instituted or filed and, (2) any claims,  actions, suits or
proceedings threatened presently or which in the future may be threatened by any
federal, state, municipal or other governmental department,  commission,  board,
court,  bureau,  agency  or  instrumentality  wherever  located.  Seller  has no
knowledge  that  the  execution  and  the  delivery  of this  Agreement,  or the
consummation of the transactions  contemplated hereby (including the assignments
and assumptions referred to hereinabove),  will violate any statute, regulation,
rule,  judgment,  order,  decree,  stipulation,   injunction,  charge  or  other
restriction of any government, governmental agency, or court to which the Seller
is  subject  or any  provision  of its  charter  or  bylaws.  To the best of the
Seller's knowledge, information and belief, the Seller does not need to give any
notice  to,  make any filing  with,  or obtain any  authorization,  consent,  or
approval of any  government or  governmental  agency in order for the Parties to
consummate  the  transactions  contemplated  by this  Agreement  (including  the
assignments and assumptions referred to hereinabove).

                                       13

<PAGE>


          5.1.6  Financial  Statements.  Seller has provided  Purchaser with the
following financial statements (collectively,  the "Financial Statements"):  (i)
audited  balance  sheet and  statement of income and cash flow as of and for the
years ended December 31, 1996 and December 31, 1997 for Seller (the "Most Recent
Audited  Financial  Statements");  (ii) unaudited balance sheet and statement of
income and cash flow (the "Most Recent Financial  Statements") as of and for the
year ended December 31, 1998 (the "Most Recent Unaudited  Financial  Statement")
for the Stores and for the monthly periods  thereafter to the Closing  ("Monthly
Financial  Statements"),  said Most Recent  Unaudited  Financial  Statements and
Monthly  Financial  Statements  being materially  correct,  subject to usual and
customary year-end adjustments;  and (iii) statement of income and cash flow for
each of the Stores as of and for the fiscal year ended.  The Most Recent Audited
Financial  Statements have been prepared in accordance with GAAP, are materially
correct,  accurate and complete as of their dates and as of the date hereof, and
are consistent with the books and records of the Seller (which books and records
are correct and complete).

          5.1.7 Events Subsequent to Most Recent Fiscal Year End. Since the Most
Recent Unaudited Financial Statements,  there has not been any adverse change in
the assets, liabilities,  business, financial condition,  operations, results of
operations or future prospects of the Seller, with respect to the Stores.

                                       14
<PAGE>

          5.1.8  Present  Status.   Since  the  Most  Recent  Monthly  Financial
Statement,  the Seller has not: sold or transferred any assets except sales from
inventory  in the  ordinary  course of business  and except  sales of  warehouse
inventory;  suffered any damage, destruction, or loss (whether or not covered by
insurance)  materially affecting its properties,  business or prospects;  waived
any rights of substantial  value; nor entered into any transaction other than in
the ordinary course of business.

          5.1.9 Operations Until Closing. Between the date of this Agreement and
the Closing Date the Seller shall:ons Until Closing

     5.1.9.1  Operate the Stores in the ordinary and normal  course of business,
including,  but not limited  to,  maintaining  normal  levels of  inventory  and
equipment  and  continuing  to  purchase   normal  levels  of  new  release  and
sell-through  inventory ("Normal Course of Business"),  subject to the continued
availability  of working  capital.  To the extent that  Seller  obtains any such
inventory post-petition from Rentrak, such Post-Petition Rentrak Inventory shall
be  leased  by  Seller  on  an  individual  title-by-title  basis,  pursuant  to
individual  agreements with Rentrak  ("Individual  Rentrak  Agreements"),  which
agreements  shall be on  essentially  the same  terms  as the  Existing  Rentrak
Agreement.  In addition,  Seller shall provide  Purchaser with a copy of its new
release pre-orders for the six (6) months prior to this Agreement and each month
thereafter  through the date of Closing.  In the event that Seller determines in
its reasonable judgment that it does not have the working capital to continue to
operate  the  Stores  in the  Normal  Course  of  Business,  then  Seller  shall
immediately notify Purchaser of such determination.  On the Closing Date, Seller
shall transfer to Purchaser a full complement of rental and  sell-through  tapes
as is customary with Seller's  operations at the Stores prior to the date hereof
but in no event less than 625,000 video cassette tapes and games,  digital video
discs, audio books and laser discs; provided,  however, that said minimum number
of 625,000 may be reduced in  proportion  to the  reduction  in the  purchase of
inventory  resulting  from any  reduction in the number of Stores  purchased and
consequent reduction of the Purchase Price as set forth in Sections 2.1.2, 2.1.3
and 2.1.4;  and provided  further that Seller shall not be obligated to purchase
and take delivery of any tapes and/or games after Closing.

               5.1.9.2 Use  Seller's  reasonable  best  efforts to maintain  the
Assets in as good working order and  condition as at present,  ordinary wear and
tear excepted.

               5.1.9.3  Keep in full  force and  effect  until  Closing  present
insurance policies or other comparable insurance coverage.

                                       15
<PAGE>

               5.1.9.4  Not,  without  Purchaser's   consent,   enter  into  any
contracts  or  obligations,  other than those normal  consumer  contracts in the
ordinary course of business,  which by their terms would either  necessitate or,
require as a practical  business  matter,  assumption  of or action by Purchaser
after the Closing  Date;  provided,  however,  that Seller  shall be entitled to
continue ordering inventory for the Stores in the ordinary course of business.

               5.1.9.5 Not sell, assign,  lease or otherwise transfer or dispose
of the Assets  except in the ordinary  course of business.  Sales of  previously
viewed tapes shall be consistent with Seller's prior operations.

               5.1.9.6  Not enter into any  employment  contracts  which are not
terminable at will.

               5.1.9.7 Notification.  Between the date of this Agreement and the
Closing Date, Seller will promptly notify Purchaser in writing if Seller becomes
aware of any fact or  condition  that causes or  constitutes  a breach of any of
Seller's covenants as of the date of this Agreement,  or if Seller becomes aware
of the occurrence after the date of this Agreement of any fact or condition that
would (except as expressly contemplated by this Agreement) cause or constitute a
breach  of any such  covenant  had  such  covenant  been  made as of the time of
occurrence or discovery of such fact or condition.

          5.1.10 Operations after Closing.

               5.1.10.1  Seller shall  immediately  upon the Closing,  cease and
desist from using the name "Blowout  Video," and shall never thereafter use said
name,  except  to the  extent  that  Seller's  present  name must be used in the
prosecution or defense of legal  actions;  provided,  however,  that Seller will
take reasonable actions to change its corporate name; and excepting further, the
provisions of Section 5.1.10.2 hereinbelow.

               5.1.10.2  Notwithstanding  the  provisions  of Section  5.1.10.1,
Seller may continue to use the name "Blowout  Video" with respect to individual,
presently  existing  stores that are not acquired by Purchaser,  but only during
the  pendency  of the  Chapter 11  Bankruptcy  Case,  and only for  purposes  of
temporarily avoiding loss to the debtor's estate. Said name shall not be sold by
the debtor in its bankruptcy case for use by any purchaser of any stores,  other
than Purchaser.

          5.1.11 Organizational Representations and Warranties of Seller. Seller
represents and warrants as follows:

                                       16
<PAGE>

               5.1.11.1  Seller is a  corporation  validly  existing and in good
standing under the laws of the State of Delaware.

               5.1.11.2 The execution  and delivery of this  agreement by Seller
has been duly authorized by proper  corporate  approval and on the Closing Date,
Seller  will  have  all  necessary   power  and  authority  to  consummate   the
transactions provided herein.

               5.1.11.3 The officers  whose  signatures  are affixed hereto have
the necessary corporate power and authority to bind the Seller.

          5.1.12 [Intentionally left blank]

          5.1.13 Access to Records. The Seller will afford the Purchaser access,
during normal business hours, to all its business operations, properties, books,
files, and records,  and will cooperate in the Purchaser's  examination thereof.
No such examination, however, shall constitute a waiver or relinquishment by the
Purchaser of its right to rely upon the Seller covenants,  representations,  and
warranties as made herein or pursuant hereto.  Until the Closing,  the Purchaser
will hold in  confidence  all  information  so obtained,  except as  hereinafter
provided, and any document or instrument heretofore or hereafter obtained by the
Purchaser in  connection  herewith  shall be held on an express trust for and on
behalf of the Seller, except as hereinafter provided.

          5.1.14  Compliance.  Through the Closing Date, the Seller will use its
best efforts to cause its employees to comply with all applicable  provisions of
this Agreement.

          5.1.15  Financial  Reports.  The  Seller's  revenue and  expense  data
provided  to  Purchaser  and the  Seller's  Sales Tax Returns for 1996 and 1997,
copies  of which  have  been  furnished  to  Purchaser  by  Seller  prior to the
execution of this Agreement,  fairly represent the financial  position of Seller
as of their dates, and as of the date hereof.

          5.1.16 Environment, Health and Safety

               5.1.16.1  To the  best of  Seller's  knowledge,  information  and
belief,  Seller has  complied  with all laws  (including  rules and  regulations
thereunder) of federal,  state and local  governments (and all agencies thereof)
concerning the  environment,  public health and safety,  and employee health and
safety  and  no  charge,   complaint,   action,   suit,   proceeding,   hearing,
investigation,  claim,  demand or notice has been filed or commenced against any
of them alleging any failure to comply with any such law or regulation.

                                       17
<PAGE>

               5.1.16.2  Seller has no knowledge of any liability  (and there is
no basis related to the past or present operations,  properties or facilities of
Seller for any present or future charge,  complaint,  action, suit,  proceeding,
hearing,  investigation,  claim or  demand  against  Seller  giving  rise to any
liability)  under the  Comprehensive  Environmental  Response,  Compensation and
Liability Act of 1980, the Resource  Conservation  and Recovery Act of 1976, the
Federal Water Pollution Control Act of 1972, the Clean Air Act of 1970, the Safe
Drinking Water Act of 1974, the Toxic Substances Control Act of 1976, the Refuse
Act of 1899, or the Emergency  Planning and Community  Right-To-Know Act of 1986
(each as amended),  or any other law (or rule or regulation  thereunder)  of any
federal,  state or local  government (or agency thereof,  concerning  release or
threatened  release  of  hazardous  substances,  public  health and  safety,  or
pollution or protection of the environment.

               5.1.16.3 Seller has no knowledge of any liability (and Seller has
not handled or  disposed  of any  substance,  arranged  for the  disposal of any
substance or owned or operated any property or facility in any manner that could
form the basis  for any  present  or future  charge,  complaint,  action,  suit,
proceeding,  hearing,  investigation,  claim or demand  (under the common law or
pursuant to any statute) against Seller giving rise to any Liability) for damage
to any site, location or body of water (surface or subsurface) or for illness or
personal injury.

               5.1.16.4  Seller has no knowledge of any liability  (and there is
no basis for any present or future charge, complaint,  action, suit, proceeding,
hearing,  investigation,  claim or  demand  against  Seller  giving  rise to any
Liability)  under the  Occupational  Safety and Health Act,  as amended,  or any
other law (or rule or  regulation  thereunder)  of any  federal,  state or local
government (or agency thereof) concerning employee health and safety.

               5.1.16.5  To the  best of  Seller's  knowledge,  information  and
belief,  Seller has  obtained and been in  compliance  with all of the terms and
conditions of all permits,  licenses and other authorizations which are required
under, and has complied will all other  limitations,  restrictions,  conditions,
standards,  prohibitions,  requirements,  obligations,  schedules and timetables
which are  contained  in, all federal,  state and local laws  (including  rules,
regulations, codes, plans, judgments, orders, decrees, stipulations, injunctions
and charges thereunder) relating to public health and safety,  worker health and
safety, and pollution or protection of the environment,  including laws relating
to  emissions,  discharges,  releases,  or  threatened  releases of  pollutants,
contaminants,  or chemical,  industrial,  hazardous or toxic materials or wastes
into ambient air, surface water, ground water, or lands or otherwise relating to
the manufacture,  processing,  distribution,  use, treatment, storage, disposal,
transport or handling of  pollutants,  contaminants,  or  chemical,  industrial,
hazardous or toxic materials or wastes.

                                       18
<PAGE>

               5.1.16.6 Lawful Operations  Without Hazardous Wastes. To the best
of Seller's knowledge,  information and belief, Seller warrants in the operation
of Seller's business or uses on the leased spaces set out in Schedule 1.2.1 that
Seller complied with all applicable  laws and  regulations,  including  permits,
during its possession,  and to the best of Seller's  knowledge,  that during its
possession, there has been no on-site disposal on the leased spaces of hazardous
or toxic  waste as  defined  by  federal  or state  laws,  and there has been no
storage of hazardous or toxic waste on the leased spaces,  nor off-site disposal
of hazardous or toxic waste generated from any operation on the leased spaces.

     Further,  Seller  agrees to provide  Purchaser  with any hazardous or toxic
waste evaluations which have been prepared by a private engineer, business, or a
governmental entity, in the Seller's possession or control.

     5.2 Representations and Warranties of Purchaser.

          5.2.1 Purchaser is a corporation duly organized,  validly existing and
in good standing under the laws of the State of Delaware.

          5.2.2 The  execution  and delivery of this  agreement by Purchaser has
been duly  authorized  by proper  corporate  action,  and on the  Closing  Date,
Purchaser  will have all  necessary  authority to  consummate  the  transactions
provided herein.

                                   ARTICLE VI

                        CONDITIONS TO OBLIGATION TO CLOSE

     6.1 Conditions to Obligation To Close.

          6.1.1 Conditions to Obligation of the Purchaser. The obligation of the
Purchaser to  consummate  the  transactions  to be performed by it in connection
with the Closing is subject to satisfaction of the following conditions:

               6.1.1.1 Approval by Bankruptcy Court.  Approval of this Agreement
by the Bankruptcy Court having  jurisdiction  over Seller's estate,  which Order
shall  include,  inter  alia,  provisions  that  (i) the  sale,  assumption  and
assignment  of  the  Assets,  Assigned  Contracts  and  Assumed  Liabilities  to
Purchaser are free and clear of all liens, security interests,  claims and other
encumbrances,  (ii) Purchaser is a good faith  purchaser,  (iii) Purchaser shall
have an allowed  administrative expense claim in Seller's bankruptcy case to the


                                       19
<PAGE>

extent  Purchaser  elects to  reimburse  any holder or  holders  of the  Assumed
Liabilities  or  any  non-debtor  party  to  the  Assigned   Contracts  for  any
prepetition  payments  avoided by Seller or its estate.  Such Order shall not be
subject to any stay of effectiveness.

               6.1.1.2  Injunction.  There  must  not  be in  effect  any  Legal
Requirement  or any  injunction  or other  Order  that  prohibits  or  restrains
Purchaser's  acquisition  of the  Assets  and  the  assumption  of the  Assigned
Contracts and the Assumed Liabilities or the consummation of the Agreement.

               6.1.1.3  Additional  Agreements.  Seller shall have  delivered to
Purchaser on the Closing Date the documents and agreements  specified in Section
3.6.ments

               6.1.1.4  Agreement with Seller and Rentrak.  The Purchaser  shall
have entered into an agreement  with Seller and Rentrak for the  termination  of
the Seller's lease rights;  the purchase of the Pre-Petition  Rentrak  Inventory
for  $200,000;  and the  delivery  by  Rentrak  of a Bill of Sale  covering  the
Pre-Petition Rentrak Inventory.

               6.1.1.5 Filings with Bankruptcy  Court Made. All filings with the
Bankruptcy  Court  required by Section 3.1 hereof shall have been made by Seller
and all  approvals and Orders  sought from such  Bankruptcy  Court therein shall
have been granted.

               6.1.1.6 Consent of Lessor  Wal-Mart.  The written consent of Real
Property  Lessor  Wal-Mart  shall have been obtained to its Real Property  Lease
with Seller, as modified pursuant to the provisions of Exhibit 1.2.1.

               6.1.1.7 The  representations  and  warranties of Seller set forth
hereinabove  shall be true and correct in all material respects at and as of the
Closing Date.

               6.1.1.8  Seller shall have performed and complied with all of its
covenants hereunder in all material respects through the Closing.

               6.1.1.9 Seller and Purchaser  shall have  reinspected  the Assets
and Purchaser shall be satisfied that Seller has not sold,  assigned,  leased or
otherwise  transferred or disposed of any of the Assets,  except in the ordinary
course of business and that sales of previously viewed tapes and games have been
substantially consistent with Seller's prior operations.

               6.1.1.10 Seller shall deliver to Purchaser executed covenants not
to compete in the form attached  hereto as Exhibit 6.1.1.5 (the "Covenant Not To
Compete").

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<PAGE>

               6.1.1.11  Purchaser  shall have entered into a license  agreement
with Rentrak  Corporation  for use of the "Blowout Video" service mark and trade
name by Purchaser in connection with the operation of the Stores for a period of
not less than  twelve  (12)  months  after  Closing  and  pursuant  to terms and
conditions satisfactory to Purchaser in its reasonable discretion.

               6.1.1.12  Purchaser  shall have entered into a lease with respect
to Seller's corporate office, on terms and conditions  satisfactory to Purchaser
in its reasonable discretion.

          6.1.2  Conditions to Obligation  of the Seller.  The obligation of the
Seller to consummate the  transactions to be performed  by it in connection with
the Closing is subject to satisfaction of the following conditions:

               6.1.2.1 The representations and warranties of Purchaser set forth
hereinabove  shall be true and correct in all material respects at and as of the
Closing Date;

               6.1.2.2 The Purchaser  shall have performed and complied with all
of its covenants hereunder in all material respects through the Closing.

               6.1.2.3 The Bankruptcy Court shall have issued an order approving
the transactions as described herein.

                                   ARTICLE VII

                              ADDITIONAL PROVISIONS

     7.1 Default.

          7.1.1 In the  event  that  Seller  fails  for any  reason to close the
Transaction,  or in the event that Purchaser,  based upon a material  failure by
Seller for any reason to operate  the Stores in the Normal  Course of  Business,
determines not to close the  Transaction,  then Seller shall pay, or cause to be
paid, to Purchaser a break-up fee in the amount of One Hundred  Thousand Dollars
($100,000.00)  (the "Break-up Fee") for the time and resources  invested and the
costs and expenses  incurred by Purchaser in connection  with its  evaluation of
the Transaction,  its due diligence  examination of Seller,  and the negotiation
and execution of this Agreement. As security for the payment of the Fee and as a
condition to Purchaser's  execution of this  Agreement,  Seller has arranged for
Silicon  Valley  Bank  ("Bank")  to issue to  Purchaser  the Bank's  irrevocable
standby letter of credit in the amount of the Fee (the "Letter of Credit").  Any
occurrence,  act or omission  ("Triggering Event") that would constitute a cause
for the payment of the  Break-Up  Fee To Purchaser  under this  Agreement  shall
require payment to Purchaser by the Bank. The Letter of Credit, in the form


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<PAGE>

attached  hereto as Exhibit  7.1.1,  shall be delivered to Purchaser by the Bank
prior to the execution of this  Agreement.  For purposes of this Section  7.1.1,
the term "material  failure"  shall mean a failure that is reasonably  likely to
have a  material  adverse  effect  on the  Assets or  business  of Seller at the
Stores.

          7.1.2 In the  event  that a default  occurs,  Purchaser  must,  before
taking  any other  action,  give a written  notice to Seller of such a  default.
Seller will then have 10 business days in which to cure said default.

          7.1.3 In the event all contingencies contained herein shall be met and
Purchaser shall fail to purchase the Assets as provided herein (other than for a
reason as set forth in Section 7.1.1),  the Purchaser shall reimburse Seller for
the cost of all fees,  costs and  expenses it may have  incurred  or  thereafter
incur,  including but not limited to attorney's  fees,  and at Seller's  option,
Seller may seek  specific  performance  and/or any  remedy  available  at law or
equity.

     7.2 [Intentionally left blank] 

     7.3 Continued Inspection. The Purchaser has the right to examine the Assets
after  acceptance of this  contract by Seller.  This right to examine the Assets
shall continue until Closing Date.  Purchaser's right to examine shall be during
normal  business  hours,  or as otherwise  arranged  and shall not  unreasonably
interfere  with the operation of Seller's  business.  Upon request of Purchaser,
Seller shall provide for Purchaser's review copies of all leases,  agreements or
other documents relating to Seller's business.

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

     8.1 [Intentionally left blank]

     8.2 Risk of Loss.  The risk of loss prior to the Closing Date shall be with
Seller. In the event a material percentage of Assets or a material percentage of
operations  of the Stores shall have been  damaged  adversely or affected in any
material way as a result of any strike, accident or other casualty or act of God
or the public enemy, or any judicial,  administrative or governmental proceeding
at such time as Seller proposed to close,  then Purchaser shall have the options
of either (i)  prorating  the  Purchase  Price to adjust  for the loss;  or (ii)
proceeding to close with an assignment  of any insurance  proceeds  which may be
paid to reflect such loss or damage, or (iii) terminating this Agreement without
further liability to Seller.

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<PAGE>

     8.3  Severability and Operations of Law. If any provision of this Agreement
is  prohibited  by the  laws of any  jurisdiction  as those  laws  apply to this
Agreement,  that  provision  is  ineffective  to the extent of such  prohibition
and/or is modified to conform with such laws, without invalidating the remaining
provisions  hereto;  and any such  prohibition  in any  jurisdiction  shall  not
invalidate such provision in any other jurisdiction.

     8.4 Choice of Law.  This  Agreement  shall be governed by the internal laws
(and not the law of conflicts) of the State of Delaware.

     8.5 Entire  Agreement;  Modification.  This  Agreement  embodies the entire
agreement and  understanding  of the parties  hereto and  supersedes any and all
prior  agreements,  arrangements  and  understandings  relating  to the  matters
provided for herein. No modification,  alteration,  waiver, amendment, change or
supplement  hereto shall be binding or effective unless the same is set forth in
writing  signed  by a duly  authorized  representative  of  each  party  to this
Agreement.

     8.6 Survival and Binding  Agreement.  The terms and conditions hereof shall
survive the  Closing  and shall inure to the benefit of and be binding  upon the
parties hereto and their respective heirs, personal representatives,  successors
and assigns.

     8.7   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     8.8  Assignments.  Neither  party to this  Agreement  may assign any of its
rights or delegate any of its responsibilities under this Agreement, except that
Purchaser may assign this Agreement to any wholly owned  subsidiary of Purchaser
or its parent corporation,  Movie Gallery, Inc., or to any person or entity that
succeeds to all or  substantially  all of the  business of  Purchaser  through a
purchase of assets, merger or otherwise.

     8.9   Notices.   All   notices,   requests,   demands,   claims  and  other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other  communication  hereunder  shall be deemed  duly given if (and then two
business days after) it is sent by personal delivery,  by overnight carrier,  or
by facsimile transaction, as follows:

                                       23
<PAGE>

If to the Seller:                      Copy to:

Blowout Entertainment. Inc.            Rudnick & Wolfe
One Airport Center, 2nd Floor          203 N. LaSalle St., Suite 1800
7700 N.E. Ambassador Place             Chicago, Illinois 60601-1293
Portland, Oregon 97220                 Fax No.:  312-236-7516
Fax No.:   503-331-0903                Attn.:  John Heuberger and  
Attn.:  Steve Berns and                        Mark Naughton      
        Tom Berkompas


If to the Purchaser:                   Copy to:

M.G.A., Inc.                           Troy & Gould Professional Corporation
739 West Main St.                      1801 Century Park East
Dothan, Alabama 36301                  Los Angeles, California  90067           
Fax No.:  334-702-0509                 Fax No.:  310-789-1467            
Attn.:  S. Page Todd                   Attn: Thomas Henry Coleman

     8.10  Termination.  In addition  to the rights of the parties to  terminate
this Agreement as set forth elsewhere herein, this Agreement may be terminated:

          8.10.1 At any time, by the mutual agreement of Seller and Purchaser.

          8.10.2 At any time by Purchaser,  and subject to the "notice and cure"
provisions  contained in Section 7.1.2 herein,  if Seller is in breach of any of
the representations, warranties or covenants set forth herein.

          8.10.3 At any time by Seller,  provided  Seller pays to Purchaser  the
Default Break-up Fee.

          8.10.4 By either  Seller or  Purchaser,  if the  Closing  Date has not
occurred by June 24, 1999.

          No termination pursuant to Sections 8.11.2 or 8.11.4 shall relieve any
breaching party of its obligations to the non-breaching party.

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<PAGE>

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

                                       PURCHASER:

ATTEST                                 M.G.A., INC.


/s/ S. Page Todd                       By: /s/  J. Steven Roy
--------------------------                 ---------------------------
Its Secretary                              Its Chief Financial Officer  
    ----------------------                     -----------------------
                                       SELLER:

ATTEST                                 BLOWOUT ENTERTAINMENT, INC.


/s/ Tom Berkompas                      By: /s/ Steve Berns
---------------------------                ---------------------------
Its Chief Financial Officer                Its President
    -----------------------                    -----------------------


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