SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549

                                     FORM 10-K

   X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934  (FEE REQUIRED)

     For the fiscal year ended December 31, 1996

                                        OR

     TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934  (NO FEE REQUIRED)

                          COMMISSION FILE NUMBER: 0-21327

                            BLOWOUT ENTERTAINMENT, INC.
              (Exact name of Registrant as specified in its Charter)

                   DELAWARE                               87-0498950
         (State or other jurisdiction        (I.R.S.  employer   identification
no.)
       of incorporation or organization)

           7700 NE AMBASSADOR PLACE
         ONE AIRPORT CENTER, 2ND FLOOR
            PORTLAND, OREGON 97220                      (503) 331-2729
   (Address of principal executive offices,     (Registrant's telephone number,
              including zip code)                    including area code)

              SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                  TITLE OF EACH CLASS         TITLE OF EACH EXCHANGE  ON  WHICH
REGISTERED

                     None                              None

              SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                        COMMON STOCK, PAR VALUE $.01 PER SHARE
                                   (Title of Class)

      Indicate  by  check mark whether the registrant (1) has filed all reports
required to be filed  by  Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12  months  (or  for  such  shorter  period  that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.                          Yes        X
No

      Indicate  by  check  mark  if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not  contained  herein, and will not be contained
to  the  best  of registrant's knowledge, in definitive  proxy  or  information
statements incorporated  by  reference  in  Part  III  of this Form 10-K or any
amendment to this form 10-K. <square>

      The aggregate market value of the voting stock held  by non-affiliates of
the registrant was approximately $2,633,698.13 based on the  closing sale price
of $1 7/8 per share as quoted on the NASDAQ Small Cap Market on March 14, 1997.

      The  number of shares of the registrant's Common Stock, $.01  par  value,
outstanding as of March 14, 1997 was 2,433,330.

                          DOCUMENTS INCORPORATED BY REFERENCE

      Portions  of  the  following documents of the registrant are incorporated
herein by reference:
                    DOCUMENT                                             PART
OF FORM 10-K
Proxy Statement for the 1997 annual meeting of stockholders           III
<PAGE>
     AS  USED  IN  THIS  REPORT, THE "COMPANY" MEANS BLOWOUT ENTERTAINMENT,
INC., ITS SUBSIDIARIES AND THEIR PREDECESSORS AND SUBSIDIARIES.

     STATEMENTS MADE IN THIS  DOCUMENT THAT PRESENT INFORMATION THAT IS NOT
HISTORIC, INCLUDING AMONG OTHER  THINGS, ANTICIPATED FINANCIAL PERFORMANCE,
SOURCES  AND  EXTENT  OF LIQUIDITY AND  CAPITAL,  BUSINESS  PROSPECTS,  NEW
PRODUCTS AND MARKETS, AND  ANTICIPATED  STORE OPENINGS ARE "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF THE PRIVATE  SECURITIES LITIGATION REFORM
ACT OF 1995.  THESE STATEMENTS CAN BE IDENTIFIED  BY  THE  USE  OF FORWARD-
LOOKING   TERMINOLOGY   SUCH  AS  "MAY,"  "WILL,"  "EXPECT,"  "ANTICIPATE,"
"ESTIMATE" OR "CONTINUE"  OR  THE  NEGATIVE  THEREOF  OR  OTHER  VARIATIONS
THEREON,   OR   COMPARABLE  TERMINOLOGY.   THERE  ARE  NUMEROUS  RISKS  AND
UNCERTAINTIES THAT  COULD  CAUSE  ACTUAL  RESULTS TO DIFFER MATERIALLY FROM
THOSE IN SUCH FORWARD-LOOKING STATEMENTS.


                              PART I

ITEM 1 - BUSINESS

GENERAL

     The Company is engaged in the business  of  operating  "store within a
store"  retail  video  outlets  which  rent and sell videocassettes,  video
games, computer games and programs on CD-ROMs  in  Wal-Mart stores and Wal-
Mart  SuperCenters  operated by Wal-Mart Stores, Inc.  ("Wal-Mart"),  Super
Kmart Centers operated  by  Kmart  Corporation  ("Kmart"),  Ralphs  grocery
stores  and  Food  4  Less  grocery  stores (together referred to herein as
"Ralphs") pursuant to individual leases  with  each of these retailers.  As
of December 31, 1996, the Company operated 153 stores  in  Wal-Mart  and in
Wal-Mart  SuperCenters, 35 stores in Super Kmart Centers, and six in Ralphs
under  the  name  "BlowOut  Video"  pursuant  to  a  license  with  Rentrak
Corporation,  the  Company's  former parent ("Rentrak"), and six additional
stores in Ralphs, under the name  "Videos & More."  The principal executive
offices of the Company are located  at  7700  Ambassador Place, One Airport
Center, Second Floor, Portland, Oregon  97220, telephone (503) 331-2729.

HISTORY OF THE COMPANY

     FORMATION OF THE COMPANY.  The Company was  incorporated  in July 1992
as  SMM,  Inc., a Delaware corporation, and shortly thereafter changed  its
name to SVI, Inc. ("SVI").  On March 20, 1996, the Company changed its name
to BlowOut Entertainment, Inc.

     ACQUISITION  OF  SCE.   On  August  31,  1995,  Rentrak  formed W-One,
Incorporated,  an  Oregon corporation ("W-1"), and K-One, Incorporated,  an
Oregon corporation ("K-1").  On the same date, through W-1 and K-1, Rentrak
acquired the Wal-Mart  and  Kmart  "store  within  a  store"  retail  video
operations  (the "SCE Business") from Supercenter Entertainment Corporation
("SCE").  As  part  of  the  acquisition,  the leases pursuant to which SCE
operated  its  retail  video  outlets in Wal-Mart  and  Kmart  stores  were
assigned  to  W-1  and K-1, respectively.   Effective  September  1,  1995,
Rentrak assigned to  W-1  all  of  the  former  SCE  assets and liabilities
related to the operations of its Wal-Mart stores, and  Rentrak  assigned to
K-1  all  of the former SCE assets and liabilities related to the operation
of its Kmart  stores.   In  addition,  on  February  13, 1996, K-1 acquired
certain assets of nine video retail "store within a store"  outlets located
in Super Kmart Centers from Record Town, Inc.

     CONSOLIDATION  OF  SVI,  W-1 AND K-1.  In the spring of 1996,  Rentrak
consolidated the businesses and operations of the Company, W-1 and K-1.  To
effect consolidation, Rentrak contributed  all  of  the outstanding capital
stock  of  W-1  and K-1 to SVI as a capital contribution.   Following  this
contribution, SVI  amended  its  Certificate of Incorporation to (i) change
its name to BlowOut Entertainment,  Inc., (ii) effect a reverse stock split
of its outstanding capital stock, and (iii) increase the authorized capital
stock to 11,000,000 shares, of which  10,000,000 shares were authorized for
issuance as common stock and 1,000,000  shares were authorized for issuance
as preferred stock.

     ACQUISITION OF E-1.  Between July 1994  and December 1995, Rentrak and
two  of its wholly owned subsidiaries acquired  92.6%  of  the  issued  and
outstanding  common  stock  of  Entertainment  One,  Inc. ("E-1"), with the
remaining 7.4% of E-1's common stock being held by individuals unrelated to
Rentrak and entities controlled by such individuals (collectively, the "E-1
Minority").  E-1 operated "store within a store" video outlets in Wal-Marts
and Wal-Mart SuperCenters and was also engaged in the same line of business
as SVI, W-1 and K-1.

     In May 1996, the Company acquired all of E-1's tangible and intangible
assets and assumed all of its liabilities in exchange  for  shares  of  the
Company's  common  stock.  Following such sale of assets, E-1 dissolved and
liquidated its assets  pursuant  to a Plan of Liquidation that provided for
the distribution of the shares of the Company's common stock to Rentrak and
the E-1 Minority on a basis such that,  as  a  result,  Rentrak and the E-1
Minority,  as  a  group, owned 93% and 7% of the Company's then-issued  and
outstanding common stock, respectively.

     SPIN-OFF OF THE  COMPANY.   Prior  to November 25, 1996, Rentrak owned
approximately  1,698,942  shares (approximately  70%)  of  the  issued  and
outstanding common stock, par  value  $.01  per  share, of the Company (the
"Common  Stock").   On  November  25,  1996, pursuant to  the  terms  of  a
Distribution Agreement between Rentrak and the Company, Rentrak distributed
approximately 1,457,343 shares of Common  Stock  to  the holders of Rentrak
common stock in the form of a special dividend (the "Distribution").

BUSINESS

THE VIDEO RETAIL INDUSTRY

     According  to the Video Investor newsletter published  by  Paul  Kagan
Associates, Inc.,  video  retail  industry  revenues  are  believed  by the
Company  to  have  been  approximately $14.8 billion in 1995, with industry
revenues projected to grow  to  $20.5  billion by 2005.  Of the total video
retail industry revenues in 1995, video  rental revenues were approximately
$7.5 billion and video sales revenues were approximately $7.3 billion.

     The industry is characterized by a high  degree of fragmentation, with
only five chains in 1995 operating in excess of  100 video specialty stores
and the average chain operating fewer than 50 stores.  The Company believes
that in recent years the video retail industry has  begun to consolidate as
regional chains and smaller video specialty store operations  are  acquired
by operators with greater access to capital.

     The Company believes that the home video market has become the  single
largest  source  of  revenues  for  motion  picture distributors, providing
approximately 53% of total revenues in 1995.   Due  to  the high production
costs  of  films  today,  the  Company  believes  that  without home  video
revenues,  most  films  would be unprofitable.  Furthermore,  in  order  to
quickly recoup the large theatrical marketing budgets that often exceed the
film's production cost, most  films  are released simultaneously in a large
number of theaters.  This broad exposure  usually  results in most theaters
only  playing  the film for a few weeks before replacing  it  with  another
release.

     Movie studios  seek  to  maximize their revenues in sequential release
date windows to various movie distribution  channels.   These  distribution
channels  currently  include, in release date order, first and second  tier
movie theaters, video specialty stores, Pay-Per-View, pay television, basic
cable television, and  network  and  syndicated  television.   The  Company
believes  that  this method of sequential release has allowed movie studios
to increase their  total  revenues with relatively little adverse effect on
the revenue derived from previously  established  channels  and  that movie
studios   will   continue   the  practice  of  sequential  release  as  new
distribution channels become available.

     In the Company's experience,  the  movie  studios  typically  set  the
initial wholesale price of prerecorded videos at between $60 and $75, which
encourages  rental  rather than sale.  To maximize revenues to the studios,
after approximately six  to  twelve months the studios will often lower the
selling price of these same videos  to between $10 and $20.  In addition, a
relatively  small  number  of titles that  are  believed  to  have  broader
consumer appeal, such as POCAHONTAS,  MISSION  IMPOSSIBLE  and TWISTER, are
wholesaled  initially  by  the studios at between $12 and $17 to  encourage
their purchase rather than rental.   While  much of this type of product is
heavily  promoted as "sell-through" titles by  all  types  of  mass  market
retailers,  the video specialty stores offer this product both for sale and
rental and thus  also  attract the customer who prefers to rent rather than
buy despite a title's relatively low purchase price.

     Video specialty stores typically purchase a majority of the films that
were  released  in theaters  regardless  of  their  success  in  attracting
viewers.  The Company  believes  that many of its customers are predisposed
to view a specific film as a result  of  its marketing campaign, but due to
its short playing time at a local theater, they will often rent or purchase
the prerecorded home video version of that  film.  In addition, the Company
believes consumers are more apt to view films that were not box office hits
on rented videos than on any other medium because  video  specialty  stores
provide  the  opportunity to browse and make an impulse choice among a very
broad selection  of film titles at a low price.  Therefore, video specialty
stores represent a  reliable  revenue  source  for  a  majority of the film
output of the major movie studios.

     New technologies for releasing film titles for home viewing, including
a  digital  video  disc  format,  are  currently being developed  and  such
technologies  could  ultimately  result in  a  competitive  alternative  to
videocassettes.

BUSINESS STRATEGY

     The  Company's  current  business  strategy  is  based  on  three  key
advantages management believes  the Company enjoys: (i) its position in the
retail video rental industry with  its "store within a store" concept; (ii)
its  ability  to  "piggyback"  on  what management  believes  will  be  the
continued success of Wal-Mart SuperCenters, Super Kmart Centers and Ralphs;
and  (iii) its existing relationship  with  each  of  Wal-Mart,  Kmart  and
Ralphs.   In  addition,  it is the Company's strategy to seek to open video
retail outlets in other mass  retail  and grocery stores.  To capitalize on
these points, the Company has taken or intends to take the following steps:
(a) increase the number of videocassettes  each  store  sells; (b) increase
the  videocassette inventory of new releases that each store  carries;  (c)
change  the  mix of inventory of each store to increase the number of video
games and family  and  children's movies available; (d) continue to utilize
market research to improve  the  inventory  mix  of  videocassettes, CD-ROM
programs  and  games; (e) endeavor to hold down marketing  costs  by  using
common advertising  for  all  locations;  (f)  use its centralized computer
system to track overnight reporting of results from  individual stores; and
(g) use a common store design to reduce construction costs.

     The  Company  opened  70 new stores during fiscal 1996.   The  Company
closed three stores in Super Kmart Centers in October 1996 and opened three
new stores in Super Kmart Centers  during the fourth quarter of fiscal year
1996.  The Company currently anticipates  opening  11  additional stores in
1997,  one  in  Kmart and 10 in Wal-Mart.  The Company currently  does  not
believe that it will  be  opening  a  significant number of stores in Super
Kmart  Centers  or  Ralphs in 1997.  To achieve  its  expansion  goal,  the
Company will be required  to use substantially all of its existing debt and
equity capital.  Failure to have available a substantial portion of capital
will materially adversely affect  the  Company's  ability  to implement its
business strategy and expansion plan.

     The  Company intends to implement expansion and growth strategies  for
opening additional "store within a store" outlets in Wal-Mart SuperCenters,
and, to a much  lesser  extent,  in  Super  Kmart  Centers and Ralphs.  The
Company  typically  is offered store locations by Wal-Mart  and  Kmart  six
months in advance of  the  target store opening date.  The actual number of
store openings will depend upon  a  number of factors outside the Company's
control, including the expansion plans  of  Wal-Mart, Kmart and Ralphs, the
number of store locations offered to the Company  and  the opportunities to
open  stores  in  other mass retail and grocery stores.  Thus,  the  actual
number of store openings could vary significantly from the plan.

     Capital outlays  of  approximately  $100,000  will be required to open
each new store.  Continued losses and accumulated deficit  have  caused the
Company  to  expand at a more moderate rate than previously expected.   The
Company  believes   that  its  existing  operating  cash  flow  and  credit
facilities will provide  the  capital necessary to open the new stores that
are planned.  If the Company decides to open more than 11 new stores during
fiscal 1997, the Company may have  to obtain other debt or equity financing
or expand more slowly than desired.  After 1997, additional sources of debt
and  equity  capital may be required to  continue  to  meet  the  Company's
expansion strategy.   There  can  be  no assurance that the Company will be
able to obtain any such additional financing  on reasonable terms.  Failure
to meet the expansion schedule of the host stores  could  have  a  material
adverse  effect  on  the Company.  Additional management resources will  be
required to expand Company  operations.  There can be no assurance that the
Company will be able to attract  and  retain a sufficient number of skilled
store managers to implement its growth strategy.

SUPERCENTERS

     Wal-Mart SuperCenters and Super Kmart  Centers  are  large stores that
feature  a  full  line of general merchandise and groceries as  well  as  a
variety  of  ancillary  services  provided  by  independent  third  parties
including video rentals, dry cleaning, hair care, optical and floral shops,
all intended to provide customers with "one stop" shopping.

     WAL-MART.    According  to  Wal-Mart,  Wal-Mart  SuperCenters  average
181,000 square feet  in  size.   Wal-Mart  opened  its first SuperCenter in
1988.  Wal-Mart was operating 335 SuperCenters by October  31,  1996.   The
majority  of  the SuperCenters are located in Texas, Tennessee, Georgia and
Missouri, and the Company expects Wal-Mart to continue to concentrate store
openings in small  towns  in the southeastern, southwestern, and midwestern
United States.  The Company believes that it and Blockbuster Entertainment,
Inc. are currently the only  two providers of "store within a store" retail
video outlets to Wal-Mart.

     KMART.  According to Kmart,  Super  Kmart  Centers  range in size from
135,000  to  185,000  square  feet.  Kmart opened its first SuperCenter  in
1991.  Kmart was operating 87 Super Kmart Centers at January 31, 1995.  The
Company believes that it is currently  the sole provider of "store within a
store" retail video outlets to Kmart, although  it  believes  that  Kmart's
strategy is to have more than one such provider.

     RALPHS.   Ralphs  operates approximately 300 supermarkets, principally
on the west coast of the  U.S.   Through  an  agreement with Ralphs entered
into on May 1, 1995, the Company is the exclusive operator of "store within
a store" retail video outlets for Ralphs.

STORES

     At December 31, 1996, the Company operated  a  total  of  200  stores,
consisting  of  153 stores in Wal-Mart and Wal-Mart SuperCenters, 35 Stores
in Super Kmart Centers  and  six  stores  in Ralphs under the name "BlowOut
Video" and six additional stores in Ralphs  under the name "Videos & More."
Since January 1, 1997, the Company has closed nine under-performing stores,
located primarily in Kmart.  BlowOut Video stores  in  Wal-Mart  stores and
Wal-Mart  SuperCenters  range  from 840 square feet to approximately  1,300
square  feet  in  size.   Stores  within   Super   Kmart   Centers  average
approximately  1,000  square feet in size.  Locations within Ralphs  occupy
between 800 and 2,800 square  feet.   In  all locations, stores do not have
separate outside entryways, but open within  the  store  in  which they are
located.   The  majority of the Company's stores have "drop boxes"  located
outside the building  so  that  customers may return videocassettes without
having to come into the store.

     The following table sets forth the store development activities of the
Company during the periods indicated:

                                 YEAR ENDED  YEAR ENDED   YEAR ENDED
                                 12/31/96    12/31/95     12/31/94

Stores open beginning
 of period                        157            7           7

Stores opened or
 acquired in period               70             154         0

Stores closed in period           27             4           0

Stores open at end of period      200            157         7


     Wal-Mart, Kmart, and Ralphs  each  typically provides, at its expense,
semi-finished  space,  including  walls, HVAC,  utilities  and  paint,  for
BlowOut Video stores.  The Company  then  completes  such stores, including
installment of carpeting, computers and other fixtures,  at  the  Company's
expense.   BlowOut  Video  stores use a common store design to control  the
Company's construction costs.   The Company contracts with third parties to
build out BlowOut Video stores across  the  United States.  The cost to the
Company  to  construct and open a typical BlowOut  Video  store,  including
inventory,  fixtures   (including   any  outside  drop  boxes  at  Wal-Mart
SuperCenters,  Super  Kmart Centers and  Ralphs),  and  computers  averages
approximately $100,000.

OPERATIONS

     General operations  of  the Company's business are administered by the
Vice President of Operations with  the  assistance of an Assistant Director
of Operations.  The Vice President of Operations  reports  directly  to the
President.

     Individual   BlowOut   Video   stores  are  organized  into  districts
consisting of 16 locations and each district  is,  in  turn, organized into
areas of four locations.  One store manager in each area  is  appointed  as
Area  Manager to oversee his or her store and the other three stores in the
area.  One Area Manager in the district is selected by the Company to serve
as the District Manager.

     While the typical Wal-Mart SuperCenter and Super Kmart Center operates
24 hours  per day every day of the year except Christmas Day, BlowOut Video
stores are typically open from 9:00 a.m. to 11:00 p.m., with a total of 135
"employee hours"  required  on  all  but  a few of the busiest weeks of the
year.

     All  stores  use  a  Ketec  anti-theft  security   system,   with  all
merchandise  inventories labeled to deter pilferage.  Stores record  rental
and sale transactions  on  a  personal computer which uses an off-the-shelf
point-of-sale  video  inventory  management   system.   Each  store  has  a
telephone  modem  which  is  programmed  to  down  load  rental  and  sales
information daily to the Company headquarters, where  the data is processed
to   provide  inventory  tracking,  employee  performance,  and   financial
statements to management.

     Each  BlowOut  Video  store  has  in  inventory  an  average  of 3,500
cassettes  held  for  rental.  Rental rates are based upon a tiered system:
(i) "new releases" are  rented at rates ranging from $2.50 to $3.00 for two
days, (ii) "catalogue" items  are  rented at a rate of $1.50 for five days,
and (iii) "children's" videos are rented  at  rates  ranging  from $0.98 to
$1.50 for five days, subject to adjustment for local conditions.   After 60
days,  some  of the cassettes may be made available for sale as "previously
viewed" at prices ranging from $3.88 to $14.95.  The Company promotes sales
by  advertising,  principally  through  local  newspapers  and  promotional
techniques  such  as selecting one to three of the most popular titles each
year and guaranteeing  the  availability  of  such titles or the customer's
ability to rent any other video in stock for free.  Although the Company is
affected somewhat by seasonal fluctuations in the  release  of  home  video
titles,  customer  traffic  patterns in host stores and weather conditions,
the Company does not believe  that the video retail industry is seasonal in
any material respect.

SUPPLIERS

     Orders for merchandise are  placed  to  Star  Video Entertainment L.P.
("Star  Video"),  for traditional rental and new sale  videocassettes,  and
Rentrak for Rentrak's  "pay  per  transaction"  system  (the  "PPT System")
rental cassettes, games, and CD/ROMs.  Used cassettes are purchased  from a
number  of  vendors.   The  Company  believes it could replace any of these
suppliers, except Rentrak, with suppliers  whose  pricing  and availability
would be comparable.  The Company directs virtually all of its suppliers of
merchandise,  supplies,  and fixtures to deliver the material  directly  to
each of its retail locations.   In  the past and currently, the Company has
purchased  videocassettes  from  various   suppliers   other  than  Rentrak
including Ingram, Funatics and Movies 4 Sale.  The Company  does  not  have
any long-term contracts with any videocassette suppliers other than Rentrak
and Star Video.

     On  July  22,  1996,  the  Company entered into an agreement with Star
Video  (the  "Star  Video  Agreement")   to   provide   the   Company  with
videocassettes  for  rental  and sale and with video games for sale.   Star
Video  paid  off  the  balance of  a  promissory  note  in  the  amount  of
$240,974.75 made by the Company to its previous supplier.  As a result, the
Company executed a new promissory note to Star Video, pursuant to which the
Company is obligated to  pay Star Video $120,487.37 on each of May 27, 1997
and 1998.  Under the Star  Video Agreement, Star Video became the Company's
primary supplier of new videocassettes  for  rental  and sale not purchased
from  Rentrak until the later of (i) July 21, 1997, or  (ii)  repayment  of
such promissory  note.   This  promissory  note is secured by a guaranty of
Rentrak.  In addition, to secure all amounts  owed  under  the  Star  Video
Agreement,  the Company has granted to Star Video a first priority security
interest  in all  of  the  Company's  existing  inventory,  which  security
interest Star  Video  will release, in exchange for a subordinated security
interest on such inventory  upon (i) consummation of any secured financing,
and (ii) the Company being current  in its payments to Star Video under the
Star Video Agreement at such time.

     Under the PPT System, the Company  leases  videocassettes from Rentrak
under  a revenue-sharing arrangement.  Pursuant to  this  arrangement,  the
Company  pays  a fixed "handling fee" for each cassette leased from Rentrak
and a "transaction fee" each time a cassette is rented.

     At December 31, 1996, BlowOut had three videocassette distributors who
supplied 29.5%,  26.0%  and  15.7%  of  total  tape  purchases.   No  other
distributors  provided more than 10% of the total tape purchases for fiscal
1996.

DEPENDENCE ON HOST STORES

     The Company  is  highly  dependent  on its relationships with its host
stores, particularly its relationships with  Wal-Mart  and  Kmart, in whose
stores currently 94% of the Company's outlets are located.  There can be no
assurance  that  the  host stores will open additional stores in  locations
which are commercially  viable  for  retail  video  operations, or that the
number of future stores opened by the host stores will  meet  the Company's
expansion plans.  Any host store could change its development or  operation
plans at any time.  The Company's management believes that the strategy  of
both  Wal-Mart  and  Kmart is to have more than one vendor operating "store
within a store" video  rental and sales outlets.  For example, Wal-Mart has
leased space in certain  Wal-Mart stores to Blockbuster Video.  The Company
has an exclusive arrangement  to  operate  video  retail outlets in Ralphs.
There can be no assurance that host stores will not operate their own video
rental and sale outlets.

     The  Company  is  party  to  master  leases with Wal-Mart  and  Kmart,
respectively,  for  its  stores.   The Wal-Mart  master  lease  expires  on
November 18, 1999 and the Kmart master lease expires on September 20, 1999.
Each of these master leases provides for an initial five-year term for each
new  store, with an additional five-year  optional  renewal  term.   Either
party to the Wal-Mart and Kmart leases can elect to close stores which fail
to generate  a  minimum  level  of  revenues.  Although there currently are
stores operated by the Company in both  Wal-Mart  and  Kmart locations that
are not performing at such minimum levels, neither Wal-Mart  nor  Kmart has
exercised its right to close such stores.  However, the Company elected  to
close  27  stores  (consisting of 23 stores in Wal-Marts and four stores in
Kmart) in 1996.  The  Company  closed  an  additional  nine stores, located
primarily  in  Kmart,  in  early  1997  and has given Kmart notice  of  its
intention  to close two additional under-performing  stores  in  or  before
August 1997.  The Company has no exclusive right to open stores in Wal-Mart
and Kmart stores and no control over the geographic area or market in which
the new stores  will  be located.  The master leases also allow Wal-Mart or
Kmart, under certain conditions,  to restrict the ability of the Company to
sell videocassette titles which are  being  sold  in particular Wal-Mart or
Kmart  stores, respectively.  There can be no assurance  that  the  Company
will be  able  to operate stores within either Wal-Mart or Kmart stores for
any period of time  following  the  terms  provided  in  the master leases.
Furthermore,  although  the  Company  plans  to  seek to open video  retail
outlets  in  other mass retail and grocery stores, if  either  Wal-Mart  or
Kmart terminates  its  relationship  with  the  Company,  there  can  be no
assurance  that  the  Company  could  find  a  suitable  local, regional or
national retail mass merchant with sufficient stores to support  its "store
within a store" retail concept.

COMPETITION

     The  videocassette  rental  and  sales industry is highly competitive,
with  numerous  national,  regional  and  local   video   store  operators.
Competitors such as Blockbuster Video have substantially greater  financial
resources  and  marketing  capabilities  than  those  of  the Company.  The
Company  believes  that  Wal-Mart  has  entered  into  an  agreement   with
Blockbuster  Video  to  operate  video  "store  within  a store" outlets in
certain SuperCenters.  Because a majority of the Wal-Mart  and Kmart stores
in  which  the  Company  operates  are  located  in rural areas, the  video
operations also face competition from other supermarket  rental operations,
a growing segment of the business.  In addition, the Company  competes with
a  number  of  other  leisure and retail entertainment providers, including
television, movie theaters, bowling alleys and sporting events.
     In addition to the  direct  competition from video retailers described
above, the Company faces indirect  competition  from  alternative  delivery
technologies which are intended to provide video entertainment directly  to
the  consumer.   These technologies include: (i) direct broadcast satellite
transmission systems,  which  broadcast  movies in digital form direct from
satellites to small antennas in the home;  (ii)  cable  systems,  which may
transmit  digital  format  movies  to the home over cable systems employing
fiber optic technology; and (iii) pay  cable  television systems, which may
employ  digital  data  compression  techniques to increase  the  number  of
channels available and hence the number of movies which can be transmitted.
Another  source  of  indirect  competition  comes  from  program  suppliers
releasing  titles  intended  for "sell-  through"  rather  than  rental  to
consumers at prices of approximately  $10  to  $30  per  videocassette.  To
date,  such  "sell-through" pricing has generally been limited  to  certain
newly released  hit  titles  with  wide  general  family  appeal.   As  the
Company's  business  is dependent upon the existence of a home video rental
market,  a  substantial   shift   in  the  video  business  to  alternative
technologies  or "sell-through" policies  could  have  a  material  adverse
effect on the Company's  future  operations.   Such  growth in sell-through
video tapes has been influenced, in part, by sales from discount merchants,
including Wal-Mart.

MARKETING AND ADVERTISING

     With advertising credits and market development funds that it receives
from  its  video  suppliers  and  movie  studios,  the Company  uses  radio
advertising,  direct  mail,  newspaper  advertising, discount  coupons  and
promotional materials to promote new releases,  its  video  stores  and its
tradename.   Using copy prepared by the Company and Star Video, advertising
is primarily placed  by  the  distributor.   Expenditures for marketing and
advertising above the amount of the Company's  advertising credits from its
suppliers  and movie studios have been minimal.   The  Company  anticipates
that marketing  and  advertising  expenditures,  net  of  credits  from its
suppliers and allowances from movie studios, will remain minimal in  fiscal
1997.   The  Company  also  benefits  from the advertising and marketing by
studios and theatres in connection with  their efforts to promote films and
increase box office revenues.

GOVERNMENT REGULATION

     The  Company  is subject to various federal,  state  and  local  laws,
including the Federal  Videotape  Privacy  Protection Act and similar state
laws that govern the disclosure and destruction  of  video  rental records.
The  Company  also  must  comply  with  various  regulations affecting  its
business,   including  state  and  local  licensing,  zoning,   land   use,
construction and environmental regulations.

EMPLOYEES

     As of December  31,  1996,  the  Company  employed  approximately  266
persons  full-time  and  820  persons  part-time.   None  of  the Company's
employees  is  covered  by  a collective bargaining agreement; however,  in
three Ralphs locations, all non-management  employees  will  be  part  of a
collective  bargaining agreement.  The Company does not expect to have more
than three employees  subject  to  this  agreement.   The  Company provides
medical insurance and other benefits for eligible employees.   The  Company
generally considers its relationships with its employees to be good.

     The  Company's  Board of Directors approved an Employee Stock Purchase
Plan.  This plan authorizes  up  to  200,000  shares  of common stock to be
issued to its full-time employees and directors.  Under  the  terms of this
plan,  employees  can  choose  each year to have up to 10% of their  annual
total compensation withheld to purchase  the  Company's  common stock.  The
purchase price of the stock is 85 percent of the prevailing  market  price.
The effective date of this plan is January 1, 1997.

EXECUTIVE OFFICERS OF THE REGISTRANT

     The executive officers of the Company are:
<TABLE>
<CAPTION>
           Name            Age        Position with the Company       OFFICER OF
                                                                  THE COMPANY Since
<S>                        <C>        <C>                           <C>
Steve Berns                38         President                     1992
Karl D. Wetzel             48         Chief Financial Officer       1996
Harold Heyer               37         Vice President of Operations  1995
</TABLE>

     STEVE  BERNS.   Mr.  Berns has been president of the Company since its
inception in July 1992, and  has been a director of the Company since March
21, 1996.  Mr. Berns was President  of RKO Warner from 1986 to 1992, during
which period RKO Warner grew into the  largest  video  retailer  in the New
York/New Jersey market and one of the largest video retailers in the United
States.  From 1979 until 1986, Mr. Berns held various positions with  Video
Shack, eventually becoming its executive vice president of operations prior
to its acquisition by RKO Warner.  From 1990 to 1992, Mr. Berns also served
as  a  member  of  the  Board  of  Directors  of the Video Software Dealers
Association.

     KARL D. WETZEL.  Mr. Wetzel has served as  Chief  Financial Officer of
the Company since February 1, 1996.  He served as Chief  Accounting Officer
of Rentrak from February 1, 1995 until February 1, 1996.  From June 1, 1991
until February 1, 1995, Mr. Wetzel served as Vice President  of Finance and
Chief Financial Officer of Rentrak.  Prior to joining Rentrak  in  February
of  1990,  Mr.  Wetzel  was  Vice  President of Finance and Chief Financial
Officer for Safeguard Security Systems, Inc.

     HAROLD HEYER.  Mr. Heyer has served as Vice President of Operations of
the  Company since September 1995.  From  1994  through  August  31,  1995,
Mr. Heyer  served  as vice president of sales and retail operations for SCE
where he managed the  growth  of SCE to 70 units inside Wal-Mart and Kmart.
From 1982 until 1994, Mr. Heyer  served in a number of management positions
with SuperClub, Blockbuster and Major  Video.   Prior thereto, he served as
general manager of Video 22, a six-store video specialty chain.

     The Company entered into an amended and restated  employment agreement
dated as of March 1, 1996 and amended as of November 4,  1996  (the  "Berns
Agreement")  with  Steve Berns, pursuant to which Mr  Berns is to serve  as
President  of the Company  until  October  31,  1999,  or  until  otherwise
terminated  pursuant  to  the  terms  thereof.   During  the  term  of  the
Agreement, Mr.  Berns  is  to receive a base annual salary of $150,000 (the
"Berns Base Salary").  The Berns  Base  Salary  adjusts  automatically each
October 1 to give effect to the Consumer Price Index.  The  Berns Agreement
provides  that  the  Company may pay Mr. Berns a bonus or other  additional
compensation above the  Berns  Base  Salary at its discretion.  A mandatory
bonus of $100,000 was paid to Mr. Berns  in connection with the spin-off of
the Company from Rentrak.  Under the Berns  Agreement, the Company provides
Mr. Berns with vacation and holiday pay, medical  and  life insurance under
the Company's then-current terms, and a car allowance of  $500  per  month;
and  the  Company  reimbursed  Mr.  Berns  for  expenses  for relocating to
Portland, Oregon.

     The Berns Agreement may be terminated with cause by either the Company
or  Mr.  Berns  upon  30  days'  written  notice  to  the other party.   If
termination is due to Mr. Berns' death or disability, the  Company will pay
a  lump sum severance payment of an amount equal to the Berns  Base  Salary
accrued  through  and including the date of termination.  If termination is
by the Company other  than  for  cause or death or disability of Mr. Berns,
the Company will pay him severance  payments  in  an  amount  equal  to six
months  of  the  annual  Berns  Base  Salary,  subject  to demonstration by
Mr. Berns that he is using his best efforts to find other  employment.  The
Agreement  also  contains a nonsolicitation covenant and agreement  not  to
disclose confidential  information.  On October 26, 1995, Mr. Berns and the
Company entered into a non-competition  agreement,  which  was subsequently
amended on December 12, 1995.  Under such agreement, during  the  period of
his  employment  with the Company, and for 24 months thereafter, Mr.  Berns
will not engage in any business involving video store departments which are
inside either mass  market  or  grocery  retailers  anywhere  in the United
States  or other geographical area where the Company conducts its  business
or sells or distributes its products or services.

     Effective  February  1,  1996  and amended as of November 4, 1996, the
Company entered into an employment agreement  with Karl Wetzel, pursuant to
which  Mr. Wetzel is to serve as Chief Financial  Officer  of  the  Company
until January  31, 1999 or until otherwise terminated pursuant to the terms
thereof (the "Wetzel Agreement").  During the term of the Wetzel Agreement,
Mr. Wetzel is to receive a base annual salary of $100,000 (the "Wetzel Base
Salary").  The Company has agreed to review the Wetzel Base Salary on May 1
of each year and  may,  at  such  time  and in its discretion, increase the
Wetzel Base Salary.  The Wetzel Agreement  further provides that Mr. Wetzel
will participate in any bonus plan adopted by  the  Company,  including any
cash  bonus  pools  established  by  the Company from time to time for  its
corporate executives.  The Wetzel Agreement  also  requires  the Company to
pay  Mr.  Wetzel a severance payment of an amount equal to the Wetzel  Base
Salary  accrued   through   and   including  the  date  of  termination  if
Mr. Wetzel's employment is terminated  due  to his death or disability.  If
termination is by the Company other than for cause or Mr. Wetzel's death or
disability, the Company will pay him severance  payments in an amount equal
to  six  months  of  the  annual  Wetzel  Base  Salary,  subject   to   the
demonstration by Mr. Wetzel that he is using his best efforts to find other
employment.   Pursuant  to the Wetzel Agreement, Mr. Wetzel and the Company
entered into a non-competition  agreement  pursuant  to  which  during  the
period  of  his  employment with the Company, and for 24 months thereafter,
Mr.  Wetzel  will  not   engage  in  any  business  involving  video  store
departments  which are inside  either  mass  market  or  grocery  retailers
anywhere in the  United States or other geographical area where the Company
conducts its business or sells or distributes its products or services.

     Effective April  22,  1996  and  amended  as  of November 4, 1996, the
Company entered into an employment agreement (the "Heyer  Agreement")  with
Harold Heyer, pursuant to which Mr. Heyer is to serve as Vice President  of
Operations  of  the  Company  until  August  30,  1998  or  until otherwise
terminated  pursuant  to the terms thereof.  During the term of  the  Heyer
Agreement, Mr. Heyer receives  an annual base salary of $90,000 (the "Heyer
Base Salary").  The Company reimbursed Mr. Heyer for expenses in relocating
to Portland, Oregon in the  amount  of  $30,000.  The Company has agreed to
employ  Mr.  Heyer  for  at  least 12 months following  his  relocation  to
Portland, Oregon, or, if Mr. Heyer  is involuntarily terminated within such
12-month period, but not for cause, the  Company  will  pay  Mr.  Heyer  an
amount  equal  to  90  days  of  the  Heyer  Base  Salary.   If Mr. Heyer's
employment  is  terminated  due  to  Mr.  Heyer's death or disability,  the
Company will pay Mr. Heyer a lump sum severance  payment in an amount equal
to  the  Heyer  Base  Salary  accrued  through and including  the  date  of
termination.  If, within two years after a Change of Control (as defined in
the Heyer Agreement), termination is by  the  Company  without  cause or by
Mr. Heyer for Good Reason (as defined in the Heyer Agreement), the  Company
shall pay Mr. Heyer a lump sum payment in an amount equal to the lesser  of
(i)  the  Heyer  Base Salary through August 30, 1998, or (ii) six-months of
the Heyer Base Salary.   If  termination  is  by the Company other than for
cause  or  Mr.  Heyer's  death  or  disability, the Company  will  pay  him
severance payments in an amount equal  to  six  months  of the annual Heyer
Base Salary, subject to the demonstration by Mr. Heyer that he is using his
best efforts to find other employment, and further subject  to reduction by
the amount of remuneration in any form received from such other  employment
during   such   six-month   period.   The  Heyer  Agreement  also  contains
Mr. Heyer's agreement not to  disclose  confidential information and a non-
competition  agreement,  pursuant  to  which,  during  the  period  of  his
employment with the Company and for 24 months  thereafter,  Mr.  Heyer will
not  engage  in  any  business (i) involving the revenue sharing method  of
wholesale distribution  of home videocassettes, (ii) which is substantially
similar to leased store video  operations, or (iii) which competes with any
business then engaged in by the  Company or its affiliates any where in the
United States or other geographical  area  where  the  Company conducts its
business or sells or distributes its products or services.


ITEM 2 - PROPERTIES

STORE LEASES

     The Company leases space for each of its BlowOut Video stores pursuant
to various master leases.  The following summaries set forth  the  material
terms of such master leases.

     WAL-MART.   In  January 1993, the Company entered into a non-exclusive
master lease with Wal-Mart,  which  was amended on May 15, 1995 and May 14,
1996 (as amended, the "Wal-Mart Master Lease"), under which the Company, as
it opens each store, executes a standard  lease  with  Wal-Mart.  Each such
lease is for a five-year period, with one option to renew for an additional
five-year period.  Rent is calculated as a percentage of revenues generated
by the store.  The Company is also liable for its pro rata  share  of  real
estate  taxes.   If  the  volume of gross sales from a given store that has
been opened at least 12 months  is  less than a predetermined amount in any
consecutive 12-month period, either the  Company  or  Wal-Mart, on 60 days'
written notice to the other, may terminate the standard  lease with respect
to the store.  In 1996, the Company exercised its option to close 23 stores
in Wal-Mart Stores for failure to achieve minimum sales volume.   No stores
have been closed at the election of Wal-Mart.

     KMART.   Effective September 21, 1994, the Company entered into a non-
exclusive master sublease agreement with Kmart, which was amended on  April
1,  1995 and January 21, 1996 (as amended, the "Kmart Master Lease"), under
which the Company, as it opens each store, executes a rider for a specified
term with Kmart.  The Kmart Master Lease has a term of five years, with one
option  to  renew  for  an  additional five-year term.  The Company pays an
annual  minimum  rent  of  $3.75  per  square  foot,  and  additional  rent
calculated as a percentage of  gross  revenues.   If  the  volume of annual
gross revenues from a given store that has been open at least  12 months is
less than certain predetermined amounts, either the Company or K-Mart  may,
on  written  notice  to the other within 180 days following the anniversary
date of that store's rider, terminate the lease with respect to that store.
The Company opened three  new stores under the Kmart Master Lease in fiscal
1996 and opened one new store under the Kmart Master Lease in January 1997.
The Company exercised its option  to  close  four stores in Kmart in fiscal
1996 and seven stores in Kmart in January and  February 1997 for failure to
achieve minimum sales volume, and gave Kmart notice  of  its  intention  to
close  two additional under-performing stores in or before August 1997.  No
stores have been closed at the election of Kmart.

     RALPHS.    The  Company  entered  into a master license agreement with
Ralphs ("Ralphs Master License") effective  May  1, 1995, pursuant to which
the  Company  has  the  right  to  operate retail video  sales  and  rental
departments in Ralphs at locations to  be agreed upon by both parties.  The
Ralphs  Master  License  has a term of four  years  with  respect  to  each
location commencing on the  date  such  location  opens  for business.  The
Agreement may be renewed for two successive three-year periods  for a given
location  provided  that  such  location realizes a predetermined level  of
revenues.   The  Company pays a license  fee  to  Ralphs  calculated  as  a
percentage of gross  revenues  received  in  a given four-week period.  The
Company  has  agreed  not to operate a video store  in  any  retail  outlet
(including Wal-Mart SuperCenters  and  Super Kmart Centers) within a three-
mile radius of a Ralphs store in which the  Company  is  operating  a video
department.   The  Company  has a right of first refusal to operate a video
store in all Ralphs locations.   Ralphs  has  the  right,  subject  to  the
Company's  right  of  first refusal, to lease space to another video rental
operation having a separate  entrance.   Upon  60  days' written notice and
payment  to  the  Company of a predetermined termination  fee,  Ralphs  may
terminate the Ralphs  Master License.  Ralphs may also terminate the Ralphs
Master License if the Company  fails to meet minimum revenue levels.  As of
December 31, 1996, to the best of  its  knowledge, the Company has met such
minimum  revenue  levels.   The Company may  terminate  the  Ralphs  Master
License on 60 days' written notice.   There has been no such termination of
the Ralphs Master License to date.

EXECUTIVE OFFICES AND WAREHOUSE SPACE

     The  Company subleases from Rentrak  office  space  in  Rentrak's  new
headquarters  under a sublease having a 10-year term and providing for rent
of  approximately   $7,100   per  month  for  the  first  five  years,  and
approximately $7,650 per month  for  the  last  five  years.  The Company's
Board of Directors believes these rental terms to be competitive with those
in the Portland, Oregon rental market.

     The  Company  currently sublets approximately 12,800  square  feet  of
warehouse space at Rentrak's  Wilmington,  Ohio warehouse for approximately
$4,000 per month.


ITEM 3 - LEGAL PROCEEDINGS

     None.


ITEM 4 - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of  security  holders  during  the
quarter ended December 31, 1996.


                              PART II

ITEM 5 - MARKET FOR REGISTRANTS' COMMON EQUITY AND RELATED
STOCKHOLDERS MATTERS

TRADING AND SHAREHOLDER INFORMATION

     The  Company  has  been  listed  on the NASDAQ Small Cap Market system
under the symbol "BLWT" since November 19, 1996.  The high and low bids, as
quoted on the NASDAQ Small Cap Market system,  for the period from November
19,  1996  through  December 31, 1996 were 5 and 1  7/8.   Such  quotations
represent  inter-dealer   prices,  without  retail  mark-up,  mark-down  or
commission and may not necessarily  represent actual transactions.  The bid
price per share quoted on the NASDAQ Small Cap market on March 14, 1997 was
$1 7/8.

     At March 14, 1997, there were 2,433,330 shares of the Company's Common
Stock issued and outstanding which were held by 379 holders of record.

DIVIDENDS

     The Company's dividend policy will  be  established  by  the Company's
Board of Directors from time to time based on the results of operations and
financial  condition of the Company, such other business considerations  as
the Company's  Board  of Directors deems relevant, and the restrictions and
limitations imposed under  financing  documents  binding  upon the Company,
including a restriction on dividends contained in the CBC line  of  credit.
See  "Management's  Discussion  and  Analysis  of  Financial Conditions and
Results  of  Operations  - Liquidity and Capital Resources."   The  Company
currently intends to retain  earnings, if any, for use in the operation and
expansion of its business and,  therefore,  does  not anticipate paying any
dividends in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES

     On  August 30, 1996, each of Mr. Bill LeVine and  Culture  Convenience
Club, Ltd.  ("CCC")  converted  individually  held  $1.0  million principal
amount  notes  (the  "Notes") made by the Company into 121,789  shares  (or
$8.21 per share) of Common  Stock.   Mr  LeVine  and  Mr.  Muneaki  Masuda,
Chairman and principal shareholder of CCC, are directors of the Company and
of  Rentrak.   The  price  per  share  was arrived at through the Company's
negotiations in March 1996 with Mr. LeVine  and  CCC,  and  agreed  upon by
those parties in March and April 1996.  The converted Notes were originally
issued in March and April 1996 to evidence sums advanced to the Company  by
Mr.  LeVine  and  CCC,  accrued  interest at the rate of 9% per annum, were
convertible into shares of Common  Stock, and had a maturity date of August
31, 1997.

     Payment  under  the  Notes at the  maturity  date  was  guaranteed  by
Rentrak, with any payment under  the guaranty subject to a 20% premium.  At
its option, Rentrak had the right to repay the Notes in cash or, subject to
certain conditions, in shares of Rentrak  common  stock or in a combination
of  cash  and  shares  of  Rentrak  common stock.  In connection  with  the
conversion  of the Notes into shares of  Common  Stock,  the  Note  holders
released Rentrak  of  its  obligations under this guaranty.  Similarly, the
Company has been released of  its undertaking to issue warrants to purchase
Common Stock to the Note holders under specified circumstances that did not
occur.

     On August 30, 1996, CCC purchased from the Company for $2.98 million a
total  of  362,931  shares  of  Common   Stock   at  a  purchase  price  of
approximately $8.21 per share.

     None of the shares of Common Stock issued to  Mr.  LeVine  and CCC, as
described  in the preceding paragraphs, are registered and such shares  are
subject to usual  and  customary restrictions on transferability.  However,
Mr. LeVine and CCC have  been  granted rights to demand registration of the
shares of Common Stock owned by  them,  and Mr. LeVine and CCC have advised
the Company that they will be exercising  their  right  to  register  their
shares of Common Stock.


ITEM 6 - SELECTED FINANCIAL DATA

     The  financial  and  operating data set forth herein should be read in
conjunction  with  "Management's   Discussion  and  Analysis  of  Financial
Condition  and  Results  of  Operations''  and  the  Financial  Statements,
including the Notes thereto, and  other  financial  data included elsewhere
herein.  On  October  9,  1996,  the  Board  of  Directors of  the  Company
authorized  a  1.01491-for-1  stock  split of the Company's  Common  Stock,
effected as a stock dividend. Share and  per  share  data set forth on this
Table give effect to such split.


                        BLOWOUT ENTERTAINMENT, INC.

<TABLE>
<CAPTION>
                                         AS OF AND FOR THE YEAR ENDED
                                           DECEMBER 31 (1)
                                       1996                1995              1994           1993           1992
<S>                                    <C>                 <C>               <C>            <C>            <C>
STATEMENT OF OPERATIONS
DATA
Net Revenues:
   Rental                              $23,261          $ 7,689          $ 1,115          $  467        $     0
  Product Sales                          7,088            3,030              178              69              0
    Total Net Revenue                   30,349           10,719            1,293             536              0
   Cost of Sales                        14,291            5,220              563             281              0
   Gross Margin                         16,058            5,499              730             255              0
  Operating Expenses                    17,618            6,275              852             632              0
  Selling and Administrative             3,637            3,278              309             329            206
  Other Income (Expense)                (1,268)            (398)            (251)           (105)             0
  Interest Expense                        (790)            (533)            (162)            (51)             0
   Net Loss                            $(7,255)         $(4,985)        $   (844)         $ (862)        $ (206)
  Net Loss Per Common
   Share                               $ (3.60)         $ (3.41)        $  (0.93)        $ (0.95)        $(0.45)
  Weighted Average Shares
   Outstanding                           2,014            1,464              913             913            457
BALANCE SHEET DATA
   Working Capital (Deficit)           $(4,643)         $  (823)        $   (415)        $    97         $  217
  Total Assets                          20,573           18,536              893           1,201            383
  Long-term Debt                         4,286            3,441            1,375           1,120              0
  Stockholders' Equity                   7,820           10,095           (1,038)           (194)           319
  (Deficit)
</TABLE>


(1)   The selected data as of and for the years ended December 31, 1993,
      1994, 1995 and 1996 are derived from the audited financial statements
      of the Company. Results for such years are not comparable because of
      the Company's acquisitions and store expansions that occurred in
      1995. See "Management's Discussion and Analysis of Financial
      Condition and Results of Operation" and "History of the Company."


QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The unaudited quarterly results for the years ended December
31, 1996 and 1995 are set forth in the following table:

<TABLE>
<CAPTION>
                                    1996 by Quarter
               First          Second         Third         Fourth         Total
<S>            <C>            <C>            <C>           <C>            <C>
Revenues       $6,881,592     $7,269,289     $7,934,260    $8,264,043     $30,349,184
(Loss) from    (1,515,326)      (920,664)      (666,245)   (2,094,826)     (5,197,061)
  operations
Net (loss)     (1,593,549)    (1,012,947)    (1,739,351)   (2,908,957)     (7,254,804)
</TABLE>

<TABLE>
<CAPTION>
                                         1995 by Quarter
               First          Second         Third         Fourth          Total
<S>            <C>            <C>            <C>           <C>             <C>
Revenues       $330,481       $926,251       $3,113,682    $6,348,075      $10,718,489
(Loss) from    (167,209)      (724,255)        (911,997)   (2,250,290)     (4,053,751)
  operations
Net (loss)     (133,452)      (744,670)        (967,330)   (3,139,222)     (4,984,674)
</TABLE>

ITEM 7 - MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

     The following discussion should be read in conjunction
with the Company's Financial Statements and the Notes thereto.
The financial information provided below has been rounded in
order to simplify its presentation.  However, the ratios and
percentages provided below are calculated using the detailed
financial information contained in the Financial Statements
and the Notes thereto.

OVERVIEW

     GENERAL.  The Company operates retail "store within a
store" video outlets located in large discount and grocery
chain stores throughout the United States.  The Company was
formed in 1992, and opened its first store within a store in
January 1993.  At year end 1993 and 1994, respectively, the
Company operated seven stores.  During these periods, all of
the Company's stores were located in grocery stores.

     During 1995, the Company experienced accelerated growth
in retail stores and revenue, primarily through (i) the
Company's acquisition on May 26, 1995, of a controlling
interest in E-1, a company whose primary business was the
operation of retail video outlets in Wal-Mart SuperCenters,
(ii) the Company's acquisition on August 31, 1995 of the SCE
Business, and (iii) new store openings in Wal-Mart
SuperCenters and, to a lesser extent, in Super Kmart Centers
and Ralphs.  Because of acquisitions and store openings,
comparisons among the years ended December 31, 1994, 1995 and
1996 are not meaningful.  At year end 1996, the Company's
store within a store retail video operations consisted of 153
stores located in Wal-Mart and Wal-Mart SuperCenters, 35
stores located in Super Kmart Centers, six stores located in
Ralphs grocery stores and six stores located in Food 4 Less.

     The Company's revenue consists of rental revenue and
product sales.  Rental revenue includes rental of pre-recorded
videocassettes, video games and computer games and programs on
CD-ROMs.  Product sales are derived from sale of prerecorded
videocassettes and excess rental inventory.

     The following table sets forth the number of stores open
for at least 12 months and average rental revenue for such
stores for each of the fiscal years ended December 31, 1994
through 1996.
<TABLE>
<CAPTION>
                                            Fiscal Year Ended December 31
<S>                                    <C>                  <C>                    <C>
                                       1996                 1995                   1994
No. of Stores open 12 months            130                    3                     4
Average rental revenue             $129,440            $ 206,387             $ 114,640
Average product sales              $ 39,442            $  61,648            $   17,505
Average total revenue              $168,882            $ 268,035             $ 132,145
</TABLE>

     Average rental and sales revenue decreased from year
ended December 31, 1995 compared to the year ended
December 31, 1996 due to two different elements of the
Company's business.  The three stores operated during the year
ended December 31, 1995 are located in high-end grocery stores
located in Southern California and have been under the
Company's management since inception.  Substantially all of
the 130 stores operated during the year ended December 31,
1996 are located in Wal-Mart and Kmart SuperCenters in mid-
size to smaller communities, the majority of which were
acquired by the Company.  Accordingly, the Company believes
that the average revenue data for the year ended December 31,
1996 is more indicative of the Company's current and future
activities than is the average revenue data for preceding
accounting periods.

     The Company acquires videocassettes using two types of
supplier arrangements: purchase and revenue-sharing under the
PPT System.  Videocassettes purchased for basic stock rental
are stated at cost and amortized over 36 months with a
provision for a $6 salvage value.  New release videocassettes
purchased for more than $20 per cassette are amortized to a
value of $15 per cassette over the first four months then to a
$6 salvage value over the next 32 months.  New release
videocassettes purchased for less than $20 per cassette are
amortized to $8 per cassette over the first four months, and
to a $6 salvage value over the next 32 months.  All cassettes
are amortized on a straight-line basis.

     Since 1993, the Company has obtained a significant amount
of its new release titles through Rentrak under the PPT
System.  Under this system, Rentrak provides to the Company
videocassettes released by certain studios.  The Company pays
a handling fee ($8 to $10) for each videocassette.  During the
revenue-sharing period, which does not exceed two years, the
studio owns the videocassette, and the rental revenue is
shared by the studio, Rentrak and the Company on a
predetermined basis.  The Company may also sell excess copies
of a video title and share the sale proceeds with Rentrak and
the studio on a predetermined basis.  At the end of the
revenue-sharing period for a title, the Company may purchase
remaining copies of that title in the Company's inventory,
generally for less than $5 per videocassette.  The handling
fee per videocassette is amortized on a straight-line basis
over 36 months to a $6 salvage value.  The cost of
videocassettes purchased at the end of the revenue-sharing
period is expensed at the time such cost is incurred.
Revenue-sharing payments are expensed when incurred.

     As a result of the acquisitions of E-1 and the SCE
Business, the Company recorded approximately $5.1 million in
intangibles which are being amortized over 10 to 15 years.
The amortization expense is expected to be approximately $.5
million per year.

     RESULTS OF OPERATIONS.  The following table sets forth
for the period indicated (i) statement of operations data
expressed as a percentage of total revenue, (ii) the
percentage change from the prior period in this data and (iii)
the number of stores open at the end of each period.

<TABLE>
<CAPTION>
STATEMENT OF OPERATING DATA: Year Ended  Year Ended   Year Ended  Percentage     Percentage
                              12/31/96    12/31/95     12/31/94    Change in      Change in
                                                                  Dollar Amount  Dollar Amount
                                                                  from 1995 to   from 1994 to
                                                                  1996           1995
<S>                          <C>           <C>         <C>        <C>           <C>
Rental revenue                76.6%         71.7%       86.3%     202.5%         589.4%
Product sales                 23.4          28.3        13.7      134.0         1606.2
     Total revenue           100.0         100.0       100.0      183.1          729.1
Cost of product sales         47.1          48.7        43.6      173.8          827.2
     and rental revenue
operating expenses            58.0          58.6        65.9      180.8          636.5
Selling, general and          12.0          30.6        23.9       11.0          960.8
administrative
Loss from operations          (17.1%)       (37.8%)    (33.4%)    (28.2%)        837.4%
Number of stores open at
end of period                  200           157            7             ---             ---
</TABLE>

YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED
DECEMBER 31, 1995

     The audited consolidated financial statements of the
Company included elsewhere in this Form 10-K include the
results of operations of the Company for each of the three
years prior to December 31, 1996.  The Company opened its
first "store within a store" outlet in January 1993.  For the
year ended December 31, 1994, the Company's results of
operations included the operation of the seven retail video
outlets in grocery stores which were open for the entire year.
For the year ended December 31, 1995, the Company's results of
operations included (i) the operations of the Company's retail
video outlets in grocery stores, (ii) the operations of E-1
for the seven-month period ended December 31, 1995 and (iii)
the SCE Business for the four-month period ended December 31,
1995.  For the year ended December 31, 1996, the operations
were included for the entire year plus the opening of 70 new
stores and the closing of 27 under-performing stores.  Because
of acquisitions and store openings, comparisons among the
years ended December 31, 1994, 1995 and 1996 are not
meaningful.

     REVENUE.  Total Revenue for fiscal year 1996 increased
$19.6 million, or 183.3%, to $30.3 from $10.7 million for
fiscal year 1995.  The increase resulted from an increase in
the number of stores in operation, from 157 at December 31,
1995 to 200 at December 31, 1996, as well as a full year of
operations for stores acquired or opened in 1995.  During
fiscal year 1996, the Company opened 70 stores and closed 27
under-performing locations. As a percentage of revenues,
product sales decreased from 28.3% in 1995 to 23.4% in 1996.
It is expected that the mix of product rental to product sales
will remain relatively constant in fiscal 1997.

     COST OF PRODUCT SALES AND RENTAL REVENUE.  Cost of
product sales and rental revenue decreased from 48.7% of
revenue for fiscal 1995 to 47.1% of revenue for fiscal 1996, a
1.6% improvement, while cost measured in dollars increased
from $5.2 million to $14.3 million.  The variation resulted
primarily from the significant increase in the number of
stores in operation as well as a full year of operations for
stores acquired or opened in 1995.

     OPERATING EXPENSE.  As a percentage of revenue, operating
expenses remained relatively level in fiscal 1996 in
comparison to fiscal 1995.  Operating expenses increased from
$6.3 million, or 58.6% of revenue, for fiscal 1995, to $17.6
million, or 58.0% of revenue, for fiscal 1996.  The primary
components of operating expenses include compensation,
occupancy and fixed asset depreciation.  The increase in the
amount of operating expenses is directly related to the
opening of new stores and the inclusion of the stores from E-1
and SCE for a full year.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling,
general and administrative expenses increased from $3.3
million, or 30.6% of revenue, for fiscal year 1995, to $3.6
million, or 12.0% of revenue, for fiscal year 1996.  The
decrease in selling, general and administrative expenses as a
percentage of revenue was primarily due to the consolidation
of functions of the separate corporate staffs of the Company,
E-1, and SCE.  The corporate functions were consolidated in
Portland, Oregon by March 31, 1996 with all duplicate
functions eliminated by June 30, 1996.  The decrease as a
percentage of revenue is also attributable to revenue growing
at a much faster pace than overhead.

     NET NONOPERATING EXPENSES.  Net nonoperating expenses
increased from $0.9 million, or 8.7% of revenue, for fiscal
1995, to $2.1 million, or 6.8% of revenue, for fiscal 1996.
The increase is primarily attributable to incurring
significant one-time costs related to the spin-off of the
Company from Rentrak and an increase in interest expense.

YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER
31, 1994

     The audited consolidated financial statements of the
Company included elsewhere in this report include the results
of operations of the Company for each of the two years in the
period ended December 31, 1995.  The Company opened its first
"store within a store" outlet in January 1993.  For the year
ended December 31, 1994, the Company's results of operations
included the operation of the seven retail video outlets in
grocery stores which were open for the entire year.  For the
year ended December 31, 1995, the Company's results of
operations included (i) the operations of the Company's retail
video outlets in grocery stores, (ii) the operations of E-1
for the seven-month period ended December 31, 1995 and (iii)
the SCE Business for the four-month period ended December 31,
1995.  Because of acquisitions and store openings, comparisons
among the years ended December 31, 1994 and 1995 are not
meaningful.
     REVENUE.   Revenue for fiscal year 1995 increased $9.4
million, or 729.1%, to $10.7 from $1.3 million for fiscal year
1994.  The increase resulted from an increase in the number of
stores in operation, from four at December 31, 1994 to 157 at
December 31, 1995, due to the acquisitions of E-1 and the SCE
Business.  The $10.7 million in 1995 revenue included $6.1
million from E-1 and $3.5 million from the SCE Business.

     COST OF PRODUCT SALES.   Cost of product sales increased
from $0.6 million, or 43.6% of revenue, for fiscal 1994 to
$5.2 million, or 48.7% of revenue, for fiscal year 1995.  The
decrease in gross margin on sales resulted from an increase in
product acquisition costs, and increased emphasis of sales
from "sell through" products which carry lower margins than
rental product.  The $5.2 million in fiscal year 1995 cost of
sales included $3.1 million from E-1 and $1.7 million from the
SCE Business.  As a percentage of revenues, product sales
increased from 13.7% in 1994 to 28.3% in 1995.  The increase
in product sales as a percentage of revenues was the result of
a deliberate effort by the Company to satisfy consumer demand
for previously viewed sales product.  Prior to the acquisition
of E-1 and SCE in 1995, substantially all marketing efforts
were concentrated on video rentals.  This shift in revenue mix
is not expected to continue on an annual basis.

     OPERATING EXPENSE.   Operating expenses increased from
$0.9 million, or 65.9% of revenue, for fiscal 1994 to $6.3
million, or 58.5% of revenue, for fiscal year 1995.  The
increase resulted primarily from the significant increase in
the number of stores in operation.  The primary components of
operating expenses include compensation, occupancy and fixed
asset depreciation. Depreciation and amortization increased
from $0.2 million, or 14.4% of revenue, for fiscal year 1994,
to $0.7 million, or 6.8% of revenue, for fiscal year 1995.
The increase was the result of the acquisitions of E-1 and the
SCE Business.  Also, beginning in May and September 1995, the
goodwill acquired from the acquisitions of E-1 and the SCE
Business began to be amortized.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.   Selling,
general and administrative expenses increased from $0.3
million, or 23.9% of revenue, for fiscal year 1994, to $3.3
million, or 30.6% of revenue, for fiscal year 1995.  The
increase in selling, general and administrative expenses as a
percentage of revenue was primarily due to the overlapping
functions of the separate corporate staffs of the Company, E-
1, and SCE.  The corporate functions were consolidated in
Portland, Oregon by March 31, 1996 with all duplicate
functions eliminated by June 30, 1996.

     NET NONOPERATING EXPENSES.  Net nonoperating expenses
increased from $0.4 million, or 31.9% of revenue, for fiscal
year 1994, to $0.9 million, or 8.7% of revenue, for fiscal
year 1995.  The increase is primarily attributable to the loss
on closing a number of the video retail stores and increase in
interest expense.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's principal capital needs are for the opening
of new stores.  In 1996, the Company funded its operations
primarily through cash from operations, advances from Rentrak,
the proceeds of the Notes issued to Mr. LeVine and CCC which
were converted to equity, an additional equity investment by
CCC, and trade credit from suppliers.

     For the year ended December 31, 1996, net cash used in
investment activities was $9.5 million, consisting primarily
of a $7.6 million net investment in retail inventory and a
$2.3 million investment in capital expenditures.  During that
period, cash provided by operations was $0.4 million and the
Company received $2.0 million upon issuance of the Notes and
$2.98 million upon issuance of the Common Stock.  In August
1996, the Notes were converted into shares of Common Stock
representing approximately 10% of the issued and outstanding
shares of Common Stock.

     In August 1996, Phoenix Leasing Incorporated ("Phoenix")
provided the Company with a credit facility (the "Phoenix
Facility") in an aggregate principal amount of $2.0 million
for a five-year term.  Amounts outstanding under the Phoenix
Facility bear interest at a fixed rate per annum equal to
14.525%.  The proceeds of the Phoenix Facility are to be used
to construct and open (including acquisition of inventory) new
BlowOut Video stores in Wal-Mart Stores and Wal-Mart
SuperCenters.  The Phoenix Facility is secured by (i) a
continuing guaranty of Rentrak (which Phoenix, in its sole
discretion, may release once at least 36 payments of amounts
outstanding under the Phoenix Facility have been made or the
Company's financial condition is, in Phoenix's sole opinion,
sufficient to justify such release), and (ii) the Company's
grant of a first continuing security interest in all assets at
each location to be financed with funds from the Phoenix
Facility.  Under the Phoenix Facility, the Company cannot
borrow more than $100,000 per store location, with a minimum
draw of $30,000 per store location.  As of December 31, 1996,
the Company had borrowed approximately $928,000 under the
Phoenix Facility.  As of March 14, 1997, the Company has
borrowed approximately $1.4 million under the Phoenix
Facility.

     On September 12, 1996, Coast Business Credit ("CBC")
provided the Company with a revolving line of credit (the "CBC
Line of Credit") in the maximum principal amount at one time
outstanding of $5.0 million.  Under the CBC Line of Credit,
the Company may only draw up to 80% of the Orderly Liquidation
Value (as defined by the CBC Line of Credit) of eligible new
and used videocassette inventory.  As of December 31, 1996,
80% of the Orderly Liquidation Value of the Company's
inventory was approximately $3.4 million.  Advances under the
CBC Line of Credit bear interest at a floating rate per annum
equal to the Bank of America Reference Rate plus 2.75% (11% as
of December 18, 1996).  The term of the CBC Line of Credit is
three years.  Rentrak has agreed, under certain circumstances
in the event of a Default under the CBC Line of Credit, to
repurchase the Company's videocassette inventory at specified
amounts.  As of December 31, 1996, the Company borrowed
approximately $2.2 million under the CBC Line of Credit.   As
of February 28, 1997, the Company borrowed approximately $2.3
million under the CBC Line of Credit.

     On July 22, 1996, the Company entered into the Star Video
Agreement with Star Video to provide the Company with
videocassettes for rental and sale and with video games for
sale.  Star Video paid off the balance of a promissory note in
the amount of $240,974.75 made by the Company to its previous
supplier.  As a result, the Company executed a new promissory
note to Star Video, pursuant to which the Company is obligated
to pay Star Video $120,487.37 on each of May 27, 1997 and
1998.  Under the Star Video Agreement, Star Video became the
Company's exclusive supplier of new videocassettes for rental
and sale not purchased from Rentrak until the later of (i)
July 21, 1997, or (ii) repayment of such promissory note.
This promissory note is secured by a guaranty of Rentrak.  In
addition, to secure all amounts owed under the Star Video
Agreement, the Company has granted to Star Video a first
priority security interest in all of the Company's existing
inventory, which security interest Star Video will release, in
exchange for a subordinated security interest on such
inventory upon (i) consummation of any secured financing, and
(ii) the Company being current in its payments to Star Video
under the Star Video Agreement at such time.

     On August 30, 1996, CCC purchased from the Company for
$2.98 million a total of 362,931 shares of Common Stock at a
purchase price of approximately $8.21 per share.

     During 1996, the Company opened 70 stores, primarily in
Wal-Mart SuperCenters.  The Company does not know the number
of new Wal-Mart SuperCenter, Super Kmart Center or Ralphs
grocery store locations which will be available to the Company
for the opening of video outlets in 1997.  Based solely upon
discussions with Wal-Mart, management currently believes that
it will have the opportunity to open at least 11 new outlets
in Wal-Mart SuperCenters and one in a Super Kmart Center in
1997, although there can be no assurance as to the number of
locations that Wal-Mart or Kmart will make available to the
Company.  The Company is aware of one other retailer,
Blockbuster Video, which operates "store within a store" video
outlets in Wal-Mart stores.  The Company currently does not
believe that it will be opening a significant number of stores
in Super Kmart Centers or Ralphs in 1997.

     During 1996, the Company closed 27 stores which did not
meet certain performance levels (consisting of 23 stores in
Wal-Mart and 4 stores in Kmart).  The Company has closed an
additional 9 stores, located primarily in Super Kmart Centers,
in early 1997 and has notified Kmart of its intention to close
2 additional under-performing stores by August 1997.

     The Company had cash and cash equivalents of $1.4 million
at December 31, 1996 and $0.8 million at January 31, 1997.
The Company expects to meet its short-term liquidity
requirements through net cash provided by operations
(including the extension of trade credit in which Rentrak has
agreed to defer the payment of all invoices which may occur
during the normal process of business which are incurred
January 1, 1997 through June 30, 1997 until January 1, 1998),
cash on hand and advances under the Phoenix Facility and CBC
Line of Credit.  Management believes that these sources of
cash, as well as additional availability under the Phoenix
Facility and CBC Line of Credit, will be sufficient to meet
its operating needs through February 1998. There can be no
assurance that funds will be available in sufficient amounts
to finance the acquisition or opening of enough video outlets
to sustain the Company's recent rates of growth or that funds
will be available to satisfy the Company's liquidity needs
after February 1998.

     At December 31, 1996, the Company had a working capital
deficit of $4.6 million.  Videocassette rental inventories are
treated as noncurrent assets under generally accepted
accounting principles because they are not assets which are
reasonably expected to be completely realized in cash or sold
in the normal business cycle.  Although the rental of this
inventory generates a substantial portion of the Company's
revenue, the classification of these assets as noncurrent
excludes them from the computation of working capital.  The
acquisition cost of videocassette rental inventories, however,
is reported as a current liability until paid and,
accordingly, included in the computation of working capital.
Consequently, the Company believes working capital is not as
significant a measure of financial condition for companies in
the video retail industry as it is for companies in other
industries because of the accounting treatment of
videocassette rental inventory as a noncurrent asset.  The
Company expects to operate with a working capital deficit as
it expands its store base.

IMPACT OF NEW ACCOUNTING STANDARDS

     During March 1995, the Financial Accounting Standards
Board issued Statement No. 121 (SFAS 121), "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of," which requires the Company to review for
impairment of long-lived assets, certain identifiable
intangibles, and goodwill related to those assets whenever
events or changes in circumstances indicate that the carrying
amount of an asset might not be recoverable.  In certain
situations, an impairment loss would be recognized.  SFAS 121
became effective for the Company's year ending December 31,
1996.  The Company has studied the implications of SFAS 121
and has determined that, it does not have a material impact on
the Company's financial condition or results of operations.

     During October 1995, the Financial Accounting Standards
Board issued Statement No. 123 (SFAS 123), "Accounting for
Stock-Based Compensation," which establishes a fair value-
based method of accounting for stock-based compensation plans
and requires additional disclosures for those companies that
elect not to adopt the new method of accounting.  The Company
will continue to account for employee purchase rights and
stock options under APB Opinion No. 25, "Accounting for Stock
Issued to Employees."  SFAS 123 disclosures are effective for
fiscal years beginning after December 31, 1995.


ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The Company's consolidated financial statements and
report of independent auditors are set forth under Item 14
hereto.


ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

     On December 18, 1996, the Company dismissed its
independent accountants, Arthur Andersen LLP ("Arthur
Andersen") upon the recommendation of the Company's Audit
Committee.  The decision to change accountants was made to
ensure independence, both in appearance and in fact, from
Rentrak, the Company's former parent, whose independent
accountants are Arthur Andersen.

     Arthur Andersen's reports on the financial statements of
the Company for Rentrak for the last two years did not contain
adverse opinions or a disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope, or
accounting principles.  There were no disagreements with
Arthur Andersen on any matters of accounting principles or
practices, financial statement disclosure or auditing scope or
procedure during Rentrak's and the Company's two most recent
fiscal years and any subsequent interim period preceding the
dismissal.

     The Audit Committee of the Board of Directors
recommended, and the Board approved, the appointment of Price
Waterhouse, LLP. the Company's new accountants and independent
auditors effective December 18, 1996.  The engagement of Price
Waterhouse, LLP for fiscal 1997 is subject to stockholder
ratification at the Company's Annual Meeting of Stockholders.
If such appointment is not ratified, the Board of Directors
will appoint another firm as the Company's accountants and
independent auditors for fiscal 1997.


                             PART III


ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
     Information with respect to directors of the Company is
incorporated herein by reference to the information under the
captions entitled "Board of Directors--Members and Nominees
for Election" and "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Company's Proxy Statement for the
1997 Annual Meeting of Stockholders.

     Information with respect to executive officers of the
Company is included in Item 1, Part I hereof under the caption
"Executive Officers of the Registrant."


ITEM 11 - EXECUTIVE COMPENSATION

     Information with respect to executive compensation is
incorporated herein by reference to the information under the
captions "Executive Compensation" and "Board of Directors--
Compensation of Directors" in the Company's Proxy Statement
for the 1997 Annual Meeting of Stockholders.


ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
              MANAGEMENT

     Information with respect to security ownership of certain
beneficial owners and management of the Company is
incorporated herein by reference to the information under the
caption "Principal Stockholders" in the Company's Proxy
Statement for the 1997 Annual Meeting of Stockholders.


ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information with respect to certain relationships and
transactions is incorporated herein by reference to the
information under the caption "Related Party Transactions" in
the Company's Proxy Statement for the 1997 Annual Meeting of
the Stockholders.


                              PART IV


ITEM 14 - EXHIBITS, FINANCIAL STATEMENT
               SCHEDULES, AND REPORTS ON FORM 8-K

(a)(1)The response to this section of Item 14 is submitted as
     a separate section of this report on pages F-1 through F-
     17.

(a)(2)None.

(a)(3)The exhibits, as listed in the Exhibit Index set forth
     on pages E-1 through E-4, are submitted as a separate
     section of this report.

(b)  One current report on Form 8-K was filed during the
     quarter ended December 31, 1996.  The Company filed a
     Form 8-K on December 26, 1996 to report a change in its
     certifying accountant from Arthur Andersen to Price
     Waterhouse, LLP.  See also Item 9 above.

(c)  See Item 14(a)(3) above.

(d)  None.
<PAGE>
                    ANNUAL REPORT ON FORM 10-K
                           ITEM 14(A)(1)

                       FINANCIAL STATEMENTS

                   YEAR ENDED DECEMBER 31, 1996

                    BLOWOUT ENTERTAINMENT, INC.
<PAGE>


                 REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Stockholders
of BlowOut Entertainment, Inc.


In our opinion, the accompanying consolidated balance sheet
and the related consolidated statements of operations, of
changes in stockholders' equity (deficit) and of cash flows
present fairly, in all material respects, the financial
position of BlowOut Entertainment, Inc. at December 31, 1996,
and the results of their operations and their cash flows for
the year in conformity with generally accepted accounting
principles.  These financial statements are the responsibility
of the Company's management; our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit of these statements in accordance with
generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating
the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for the opinion
expressed above.

PRICE WATERHOUSE LLP
Portland, Oregon
February 7, 1997
<PAGE>
             REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To BlowOut Entertainment, Inc.:

We have audited the accompanying consolidated balance sheet of
BlowOut Entertainment, Inc. (a Delaware corporation) and
subsidiaries as of December 31, 1995 and the related
consolidated statements of operations, stockholders' equity
(deficit) and cash flows for each of the two years in the
period ended December 31, 1995.  These financial statements
are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management,
as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of BlowOut Entertainment, Inc. and subsidiaries as of
December 31, 1995, and the results of their operations and
their cash flows for each of the two years in the period ended
December 31, 1995 in conformity with generally accepted
accounting principles.

                                   ARTHUR ANDERSEN LLP

Portland, Oregon,
     May 28, 1996 (except with respect
     to the stock dividend discussed
     in Note 8, as to which the date
     is October 9, 1996)
<PAGE>
                                     BLOWOUT ENTERTAINMENT, INC.

                                     CONSOLIDATED BALANCE SHEETS
ASSETS                                              DECEMBER 31,
                                             1996                 1995
CURRENT ASSETS:
  Cash and cash equivalents              $ 1,379,018         $ 2,493,541
  Restricted cash                              --                113,297
  Trade receivables                           62,183              65,585
  Other receivables                          111,922             276,324
  Merchandise inventory                    2,139,259             984,894
  Other current assets                       132,582             244,426

         Total current assets              3,824,964           4,178,067

RENTAL INVENTORY, net                      7,793,416           5,715,093

EQUIPMENT AND LEASEHOLD IMPROVEMENTS, net  4,494,933           3,481,308
INTANGIBLE ASSETS, net of accumulated
  amortization of $746,480 and $263,541
  respectively                             4,459,820           4,942,759

OTHER ASSETS                                   --                219,268

         Total assets                   $ 20,573,133        $ 18,536,495

LIABILITIES AND STOCKHOLDERS' EQUITY

                                              1996                 1995

CURRENT LIABILITIES:
  Line of credit                         $ 2,227,153        $    --
  Accounts Payable                         4,342,395           3,278,553
  Accrued liabilities                        998,254           1,217,893
  Accrued payroll                            485,506             178,310
  Current portion of long-term debt          414,451             326,287

         Total current liabilities         8,467,759           5,001,043

LONG-TERM DEBT                             1,021,940             640,789

DEFERRED PAYABLES                          3,263,575           2,800,000

         Total liabilities              $ 12,753,274        $  8,441,832


COMMITMENTS AND CONTINGENCIES (NOTE 6)

STOCKHOLDERS' EQUITY:
  Preferred stock ($.01 par value;
   1,000,000 shares authorized;
   no shares issued and
   outstanding
  Common stock ($.01 par value;
   10,000,000 shares authorized;
   2,433,330 and 1,800,000 shares
   issued and outstanding in 1996
   and 1995, respectively)                    24,336              18,000
  Additional paid-in capital              21,947,864          16,974,200
  Accumulated deficit                    (14,152,341)         (6,897,537)
    Total stockholders' equity             7,819,859           10,094,663

    Total liabilities and
     stockholders' equity                 $20,573,133        $ 18,536,495

The  accompanying  notes  are  an  integral part of this consolidated financial
statement.


<PAGE>
                                     BLOWOUT ENTERTAINMENT, INC.

                                CONSOLIDATED STATEMENTS OF OPERATIONS

                                              YEAR ENDED DECEMBER 31,

                                        1996           1995          1994
REVENUE:
 Rental revenue                  $ 23,261,214    $ 7,689,018   $ 1,115,316
 Product and other sales            7,087,970      3,029,471       177,516

                                   30,349,184     10,718,489     1,292,832
OPERATING COSTS AND EXPENSES:
 Cost of rental revenue             9,649,879      3,268,629       408,566
 Cost of product and other sales    4,641,417      1,951,132       154,750
 Operating expenses                 17,617,705     6,274,661       852,208
 Selling, general and administrative 3,637,244     3,277,818       308,813

                                    35,546,245    14,772,240     1,724,337

LOSS FROM OPERATIONS:               (5,197,061)   (4,053,751)     (431,505)

OTHER INCOME (EXPENSE):
 Interest income                        17,115         3,540         --
 Interest expense                     (806,849)     (532,836)     (161,700)
 Other, net                         (1,268,009)     (401,627)     (250,819)

                                    (2,057,743)     (930,923)     (412,519)

LOSS BEFORE INCOME TAXES            (7,254,804)   (4,984,674)     (844,024)

INCOME TAXES                             --            --            --

NET LOSS                          $ (7,254,804) $ (4,984,674)   $ (844,024)

NET LOSS PER COMMON SHARE            $   (3.60)      $ (3.41)     $   (.93)


The accompanying notes are an integral  part  of  this  consolidated  financial
statement.


<PAGE>
                                     BLOWOUT ENTERTAINMENT, INC.

                      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)


<TABLE>
<CAPTION>
                            COMMON STOCK      ADDITIONAL   ACCUMULATED      TOTAL
                                               PAID-IN      DEFICIT      STOCKHOLDERS'
                                               CAPITAL                      EQUITY
                                                                          (DEFICIT)
<S>                          <C>       <C>       <C>       <C>            <C>
                             SHARES    AMOUNT
BALANCE, December 31, 1993   900,000   $9,000   $ 866,000  $(1,068,839)    $(193,839)
Net loss                       --        --        --         (844,024)     (844,024)
BALANCE, December 31, 1994   900,000    9,000     866,000   (1,912,863)   (1,037,863)
Capital contributed for
   Entertainment One, Inc.
acquisition                  900,000    9,000   4,369,260   --             4,378,260
Capital contributed for
   Supercenter Entertainment
Corporation acquisition        --        --     5,213,125   --             5,213,125
Conversion of borrowings and
   accrued interest due to
parent to equity               --        --     6,525,815   --             6,525,815
Net loss                       --        --        --      (4,984,674)    (4,984,674)
BALANCE, December 31, 1995 1,800,000   18,000  16,974,200  (6,897,537)    10,094,663

Issuance of common stock     357,600    3,576   2,976,424   --             2,980,000
Conversion of debt           240,000    2,400   1,997,600   --             2,000,000
Stock distribution            35,730      360       (360)   --               --
Net loss                       --        --        --      (7,254,804)    (7,254,804)
BALANCE, December 31, 1996 2,433,330  $24,336 $21,947,864 $(14,152,341)   $7,819,859
</TABLE>


The  accompanying  notes  are  an  integral part of this consolidated financial
statement.


<PAGE>
                                     BLOWOUT ENTERTAINMENT, INC.

                                CONSOLIDATED STATEMENTS OF CASH FLOWS


                                              YEAR ENDED DECEMBER 31,

                                          1996         1995        1994

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                              $(7,254,804) $(4,984,674) $(844,024)
 Adjustments to reconcile net
 loss to net cash provided
 (used) in operating activities:
   Amortization of videocassette
    rental inventory                     5,514,147    1,528,640    179,293
   Depreciation                          1,169,906      456,293    166,545
   Amortization and write off of
    intangible and other assets            702,207      272,921      --
   Loss from sale of assets                 29,926        --         --
   Changes in assets and liabilities
    accounts, net of effect of
    acquisitions of businesses:
     Restricted cash                       113,297    (113,297)      --
     Receivables, net                      167,804    (270,007)   (12,360)
     Merchandise inventory              (1,154,365)   (886,546)    (3,898)
     Other current assets                  (73,605)   (176,660)       783
     Accounts payable                    1,063,842   1,247,835    (58,343)
     Accrued liabilities                  (219,639)  1,129,831    183,017
     Accrued payroll                       307,196      68,833     (4,903)

     Net cash provided by (used)
     in operating activities               365,912  (1,726,831)  (393,890)

CASH FLOWS FROM INVESTING ACTIVITIES:

   Purchases of videocassette tapes,
    net of tapes acquired in
    acquisitions                        (9,967,198) (4,322,348)  (202,545)
   Capital expenditures, net
    of acquisitions                     (2,272,214) (1,012,631)   (10,438)
   Disposals of rental inventory         2,374,728     564,450     30,382
   Disposals of equipment
    and leasehold improvements              88,683     290,554    107,420
   Proceeds from the sale of
     assets held for investment            155,523       --         --
   Cash acquired in Entertainment One,
    Inc. acquisition                         --         64,235      --
   Proceeds from disposal of
    assets acquired in Entertainment
    One, Inc. acquisition                    --      1,099,714      --

   Net cash used in investing activities(9,620,478) (3,316,026)  (75,181)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Repayments of long-term debt             (523,295)     --          --
 Proceeds from issuance of debt          1,456,185   7,470,236   416,422
 Proceeds from line of credit, net       2,227,153      --          --
 Proceeds from issuance of convertible
  debt                                   2,000,000      --          --
 Proceeds from the issuance of common
  stock                                  2,980,000      --          --

Net cash provided by financing
  activities                             8,140,043   7,470,236   416,422

INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS                    (1,114,523)  2,427,379   (52,649)

CASH AND CASH EQUIVALENTS, BEGINNING
OF YEAR                                  2,493,541      66,162   118,811

CASH AND CASH EQUIVALENTS, END OF YEAR $ 1,379,018 $ 2,493,541  $ 66,162

The accompanying notes are an integral  part  of  this  consolidated  financial
statement.


<PAGE>
                                BLOWOUT ENTERTAINMENT, INC.

                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  NATURE OF BUSINESS, FORMATION OF COMPANY AND SIGNIFICANT ACCOUNTING
POLICIES:

NATURE OF BUSINESS

BlowOut Entertainment, Inc. and subsidiaries (the Company), are engaged in the
business of operating "store within a store" retail video outlets which rent
and sell motion picture videocassettes, video games, computer games and
programs on CD-ROMs in traditional Wal-Mart's, Wal-Mart SuperCenters, Super
Kmart Centers, Food 4 Less and Ralph's grocery stores pursuant to individual
leases with each retailer.  As of December 31, 1996, the Company operated 153
stores in Wal-Mart and Wal-Mart SuperCenters, and 35 stores in Super Kmart
Centers and 6 stores in Food 4 Less under the name "BlowOut Video" and 6 stores
in Ralph's grocery stores under the name "Videos and More."

FORMATION OF COMPANY

On November 25, 1996, Rentrak Corporation (Rentrak), distributed 1,457,343
shares of BlowOut Entertainment, Inc. stock to holders of Rentrak common stock
(the Distribution).  Prior to the Distribution, Rentrak held approximately 70%
of the Company's stock.  The Company expensed the cost of the Distribution as
no proceeds were obtained from such Distribution.  The Distribution costs
approximated $980,000 and are included in other expense per the accompanying
consolidated statement of operations.

In the spring of 1996, Rentrak consolidated the businesses and operations of
three direct or indirect wholly owned subsidiaries to form the Company.  Prior
thereto, Rentrak operated its wholly owned "store within a store" retail video
outlets through those subsidiaries.

In July 1992, Rentrak formed SVI, Inc. (SVI) to operate "store within a store"
retail video outlets.  On August 31, 1995, Rentrak formed W-One Incorporated
(W-1) and K-One Incorporated (K-1) to facilitate the acquisition of Supercenter
Entertainment Corporation (SCE).  On the same date, Rentrak acquired the Wal-
Mart and Kmart "store within a store" retail video operations from SCE.  As
part of the acquisition, the leases, pursuant to which SCE operated the Wal-
Mart and Kmart stores, were assigned to W-1 and K-1, respectively.  Effective
September 1, 1995, Rentrak assigned to W-1, as a capital contribution, all of
the former SCE assets and liabilities related to the operations of its Wal-Mart
stores, and Rentrak assigned to K-1, as a capital contribution, all of the
former SCE assets and liabilities related to the operation of its Kmart stores.

To effect the consolidation of the Company, in the spring of 1996 Rentrak
contributed all of the outstanding capital stock of W-1 and K-1 to a wholly
owned subsidiary of Rentrak, which then contributed the stock of W-1 and K-1 to
SVI as a capital contribution.  W-1 and K-1 then became wholly owned
subsidiaries of SVI.  Following this contribution, SVI changed its name to
BlowOut Entertainment, Inc. and increased the authorized capital stock to
11,000,000 shares, of which 10,000,000 shares were authorized for issuance as
common stock and 1,000,000 shares were authorized for issuance as preferred
stock.

Between July 1994 and December 1995, Rentrak and two wholly owned subsidiaries
acquired 92.6 percent of the issued and outstanding common stock of
Entertainment One, Inc. (E-1), with the remaining 7.4 percent of E-1's common
stock being held by persons unrelated to Rentrak.

In May 1996, the Company acquired all of E-1's tangible and intangible assets
and assumed all of its liabilities in exchange for shares of its common stock.
Following such sale of assets, E-1 dissolved and liquidated its assets pursuant
to a Plan of Liquidation that provided for the distribution of the Company
shares to Rentrak and the remaining stockholders on a basis such that, as a
result, Rentrak and the remaining stockholders, as a group, own 93 percent and
7 percent, respectively, of the issued and outstanding common stock of the
Company.

The above reorganization was accounted for as a reorganization of entities
under common control, restating the Company's financial statements similar to
accounting for a pooling of interests and reflecting the elimination of all
intercompany transactions (see Note 2).

RECLASSIFICATIONS

Certain amounts in the 1995 and 1994 consolidated financial statements have
been reclassified to be consistent with the 1996 presentation.  The
reclassifications had no effect on previously reported net loss or
stockholders' equity.

FINANCING

The Company has obtained financing in the form of a revolving line of credit
from Coast Business Credit in the maximum amount of $5 million or an amount not
to exceed 80% of eligible rental videocassette tape inventory.  The line of
credit is due September 12, 1999 and bears interest at the rate of prime plus
2.75%.

In addition the Company has obtained $2 million under two security agreements
dated July 23, 1996 from Phoenix Leasing Incorporated.  The current borrowings
under this agreement total $927,965 payable in equal monthly installments over
a five year term.  Subsequent to December 31, 1996 the Company entered into
agreement to borrow an additional $480,000.

CERTAIN RISKS AND UNCERTAINTIES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents are defined as short-term highly liquid investments
with original maturities of three months or less.  The carrying amount of cash
and cash equivalents approximate fair value because of the short maturity of
those instruments.

Restricted cash at December 31, 1995 was maintained at South Trust Bank of
Alabama, N.A. and represented funds held in escrow.  The original balance of
$110,000 was deposited in June 1995 and earned interest at a variable rate.
The Company withdrew the balance during 1996.

FINANCIAL INSTRUMENTS

A financial instrument is cash or a contract that imposes or conveys, a
contractual obligation or right, to deliver, or receive, cash or another
financial instrument.  The fair value of all material financial instruments
approximated their carrying values at December 31, 1996 and 1995.

MERCHANDISE INVENTORY

Merchandise inventories, consisting primarily of previously viewed
videocassettes, are stated at the lower of cost or market.  Cost is determined
using the last three months rolling average of purchases which approximates the
first-in, first-out method.

VIDEOCASSETTE RENTAL INVENTORY

Videocassettes purchased for basic stock rental use are stated at cost and
amortized straight line over 36 months with a provision for a $6 salvage value.
The amortization methods used reflect the anticipated revenue stream.

Since 1992, the Company has obtained new release titles under a revenue sharing
agreement with Rentrak.  Under this agreement, Rentrak provides the Company
with videocassettes released by certain studios. The Company pays and
capitalizes a handling fee of $8 to $10 for each videocassette.  The handling
fee per videocassette is amortized on a straight-line basis over 36 months to a
$6 salvage value.  During the revenue sharing period, which does not exceed two
years, the studio owns the videocassette, and the rental revenue is shared by
the studio, Rentrak and the Company on a predetermined basis (see Note 9).

The Company may sell excess copies of a video title obtained from Rentrak and
share the sale proceeds with Rentrak and the studio on a predetermined basis.
At the end of the revenue sharing period for a title, the Company may purchase
remaining copies of that title in the Company's inventory, generally for less
than $5 per copy.

At December 31, 1996 and 1995, the Company's videocassette rental inventory
consists of:

                                             1996              1995

       Cost                                $13,629,350      $7,152,838
       Less accumulated amortization         5,835,934       1,437,745

       Videocassette rental inventory, net $ 7,793,416      $5,715,093


Amortization expense related to videocassette rental inventory was
approximately $5,514,000, $1,528,000 and $179,000 in 1996, 1995 and 1994,
respectively, and is included in operating costs and expenses.

As videocassette rental inventory is sold or retired, the applicable cost and
accumulated amortization are eliminated from the accounts and any related gain
or loss is recognized through cost of rental and product sales.

EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Equipment and leasehold improvements are stated at cost.  Depreciation is
provided on a straight-line basis over the estimated useful life of such
assets.  The following table represents the estimated useful life of each
category of fixed asset:

                  Leasehold improvements        10 years
                  Furniture and fixtures       3-5 years

Expenditures for repairs and maintenance are charged to current operations, and
costs related to renewals and improvements that add significantly to the useful
life of an asset are capitalized.  When depreciable properties are retired or
otherwise disposed of, the cost and related depreciation are removed from the
accounts and the resulting gain or loss is reflected in income.

INTANGIBLE ASSETS

As a result of the SCE and E-1 acquisitions, the Company has recorded
intangible assets consisting of goodwill and favorable lease contracts.  The
goodwill of approximately $1,656,300 is amortized by the straight-line basis
over 15 years.  The Company believes this useful life is appropriate based on
the factors influencing acquisition decisions.  These factors include location
of stores, profitability and general industry outlook.  The favorable lease
contract of approximately $3,500,000 is being amortized over the term of the
lease, 10 years.

The Company reviews its intangible assets for asset impairment at the end of
each quarter, or more frequently when events or changes in circumstances
indicate that the carrying amount of intangibles may not be recoverable.  To
perform that review, the Company estimates the sum of expected future
undiscounted cash flows from operating activities.  If the estimated net cash
flows are less than the carrying amount of intangibles, the Company recognizes
an impairment loss in an amount necessary to write the intangibles down to fair
value as determined from expected discounted future cash flows.

INCOME TAXES

The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standard No. 109.  Accordingly, deferred income taxes are
provided at the current statutory rates for the difference between financial
statement and tax basis of assets and liabilities and are classified in the
consolidated balance sheet as current or long-term, consistent with the
classification of the related asset or liability giving rise to the deferred
income taxes.

REVENUE RECOGNITION

Revenue is recognized at the time of rental or sale of the videocassettes.

ADVERTISING EXPENSE

Advertising expense, net of cooperative advertising reimbursements, is expensed
when incurred and totaled $571,945, $432,627 and $33,183 for the years ended
December 31, 1996, 1995 and 1994, respectively.

STORE OPENING COSTS

Store opening costs, which consist of payroll, advertising and supplies are
expensed as incurred.

PER SHARE DATA

Loss per share is computed based on the weighted average number of common and
common equivalent shares (if dilutive) outstanding during the periods
presented.  All per share amounts have been retroactively adjusted for the
effect of a 1.01491-for-1 stock dividend approved by the Company's board of
directors on October 9, 1996 (see Note 8).

STATEMENT OF CASH FLOWS

The Company made the following cash payments for the years ended December 31:

                                         1996         1995          1994

   Interest                           $ 229,342    $ 44,316       $  --

Noncash investing and financing activities are as follows:

                                         1996         1995          1994

 Acquisition of E-1 as contribution
   from Rentrak                       $   --       $ 4,378,260    $  --
 Acquisition of SCE as contribution
   from Rentrak                           --         5,213,125       --
 Conversion of borrowings and accrued
   interest due to Rentrak to equity      --         6,525,815       --
 Conversion of convertible debt
   to equity                           2,000,000       --            --


2.    ACQUISITIONS:

As noted in Note 1, the Company consolidated the businesses and operations of
SVI, SCE, and E-1.  This reorganization was accounted for as entities under
common control, restating the Company's financial statements similar to
accounting for a pooling of interests.  Accordingly, the acquisitions of E-1
and SCE by the Company, as described below, are reflected in these financial
statements.

E-1 ACQUISITION

On August 31, 1994, the Company acquired 169,230 newly issued shares of common
stock of E-1 valued at $338,460 in lieu of a financing fee associated with
$1,700,000 of financing provided by the Company to E-1.  On December 1, 1994,
the Company acquired 500,000 newly issued shares of common stock in E-1 at
$2.00 per share.  Following the acquisition, the Company owned approximately
9.6 percent of the outstanding shares of E-1.  On May 26, 1995, the Company
purchased 3,200,000 shares of common stock of E-1 from an E-1 stockholder at
$.004 per share.  Following the acquisition, the Company owned approximately
57 percent of the outstanding shares of E-1.

In connection with this acquisition, the five "stand-alone" video stores owned
by E-1 were sold in June 1995 for approximately $1,100,000.  These assets were
valued at their net realizable value when allocating the purchase price to the
assets acquired and liabilities assumed.

On October 20, 1995, the Company purchased from E-1 $985,591 principal amount
of convertible debentures, all of which were converted into 13,798,275 shares
of common stock of E-1 on December 15, 1995.  Also on December 15, 1995, the
Company converted a $2 million line of credit that it had provided to E-1 into
28,000,000 shares of common stock of E-1.  Following these transactions, the
Company owned 93 percent of the outstanding shares of E-1.

The results of operations of the acquired stores have been included in the
results of operations of the Company for the seven-month period ended
December 31, 1995.

SCE ACQUISITION

On August 31, 1995, the Company acquired certain assets and assumed certain
liabilities of SCE which constituted the Wal-Mart and K-Mart "store within a
store" video retail operations of SCE.

The total cost of the SCE acquisition of $5.2 million was provided by issuing
878,000 shares of Rentrak common stock with an aggregate market value of
approximately $5.2 million.

The results of operations of the acquired stores are included in the results of
operations of the Company for the four-month period ended December 31, 1995.

The purchase method of accounting was used to record both the E-1 and SCE
acquisitions.

The following table presents the unaudited pro forma results of operations for
the years ended December 31, 1995 as if the E-1 acquisition and the SCE
acquisition had occurred at the beginning of the period.  These pro forma
results have been prepared for comparative purposes only and do not purport to
be indicative of what would have occurred had the acquisitions been made at the
beginning of the respective periods or of results which may occur in the
future.

                                          YEAR ENDED DECEMBER 31,

                                                (Unaudited)
                                         1995                1994

       Revenue                       $17,727,476          $6,092,995
       Net loss                       (8,255,722)         (4,384,855)
       Net loss per common share           (4.52)              (2.44)


3.  EQUIPMENT AND LEASEHOLD IMPROVEMENTS:

Equipment and leasehold improvements as of December 31, 1996 and 1995, consist
of:

                                         1996                1995

       Leasehold improvements        $ 209,553           $ 241,678
       Furniture, fixtures and
        computers                    5,846,781           3,734,445

       TOTAL                         6,056,334           3,976,123
       Less accumulated depreciation(1,561,401)           (494,815)

       Equipment and leasehold
        improvements, net          $ 4,494,933         $ 3,481,308

Maintenance and repair expenditures are expensed as incurred. Depreciation and
amortization expense related to property and equipment was $1,169,906, $456,293
and $166,545 in 1996, 1995 and 1994, respectively.


4.  LINE OF CREDIT

At December 31, 1996, the Company had a $5,000,000 line of credit with Coast
Business Credit.  Borrowings under the line are due on demand, bear interest
monthly at prime plus 2.75% (11.00% at December 31, 1996), and are
collateralized by rental inventory.  Pursuant to the line of credit, the
Company is required to comply with certain financial covenants, including
ratios and tangible net worth.  At December 31, 1996, the Company was not in
compliance with certain covenants; however, the Company has obtained a letter
from Coast Business Credit waiving any default under these covenants.  At
December 31, 1995 and 1996 there were zero and $2.2 million outstanding,
respectively, under this line.

5. LONG-TERM DEBT:

Long-term debt consist of:
                                                       1996          1995
Note payable to Phoenix Leasing, due August 2001,
  bearing interest at 14.525%                       $ 927,966      $  --
Notes payable to various vendors, due May 1998,
  imputed interest at 11%                             418,605       587,097
Mortgage payable to Crossroads Bank, paid in 1996,
  bearing interest at 8%, secured by building           --          154,854
Notes payable to various vendors, due June 1997,
  imputed interest at 11%                              62,895       107,038
Notes payable to Softplay, due July 1996, bearing
  interest at 24%                                       --           67,105
Other, payable monthly, plus interest at
  approximately 10%                                    26,925        50,982

       Total long-term debt                         1,436,391       967,076

Current portion of long-term debt                     414,451       326,287

Long-term debt, less current portion              $ 1,021,940     $ 640,789

In August 1996, Phoenix Leasing Incorporated ("Phoenix") agreed to provide the
Company with a credit facility (the "Phoenix Facility") in an aggregate
principal amount of $2.0 million for a five-year term.  Amounts outstanding
under the Phoenix Facility bear interest at a fixed rate per annum equal to
14.525%.  The proceeds of the Phoenix Facility are to be used to construct and
open (including acquisition of inventory) new BlowOut Video stores in Wal-Mart
Stores and Wal-Mart SuperCenters. The Phoenix Facility is secured by (i) a
continuing guaranty of Rentrak (which Phoenix, in its sole discretion, may
release once at least 36 payments of amounts outstanding under the Phoenix
Facility have been made or the Company's financial condition is, in Phoenix's
sole opinion, sufficient to justify such release), and (ii) the Company's grant
of a first continuing security interest in all assets at each location to be
financed with funds from the Phoenix Facility.  Under the Phoenix Facility, the
Company cannot borrow more than $100,000 per store location, with a minimum
draw of $30,000 per store location.  As of December 31, 1996, the Company had
borrowed approximately $928,000 under the Phoenix Facility.

Principal payments on long-term debt, including the Rentrak deferred payables,
as of December 31, 1996 are as follows:

                        1997   $   414,451
                        1998       416,978
                        1999     3,471,862
                        2000       234,579
                        2001       162,096

                               $ 4,699,966

6.  COMMITMENTS AND CONTINGENCIES:

The Company leases its office and retail facilities under operating leases, the
majority of which contain renewal and termination options.

The Company's office and warehouse facilities are operated under operating
leases.  The Company entered into an eleven-year lease agreement with Rentrak.
Through December 31, 1996, rental payments under this agreement were calculated
as 3.71 percent of all of Rentrak's expenses of occupying their facility.
Beginning January 1, 1997, the lease was amended so that the Company has a
fixed monthly payment.  Future minimum lease payments required under leases as
of December 31, 1996, including the agreement with Rentrak as described above,
are as follows:

                        YEAR ENDING

                        1997      $ 144,081
                        1998         96,081
                        1999         95,338
                        2000         87,168
                        2001         85,671
                        Thereafter  467,199
                        Total lease
                         payments $ 975,538

As discussed in Note 1, the majority of the Company's retail facilities are
operated under master lease agreements with Wal-Mart and Kmart.  Each of these
master leases provides for an initial five-year term for each new store, with
an additional five-year optional renewal term.

Rental expense for the Wal-Mart, Kmart and Ralph's locations is computed as a
percentage of retail store revenue plus additional charges for maintenance,
property taxes and other common area charges.

Lease expense was $3,653,680, $1,167,827 and $120,014 and included $3,560,024,
$1,071,032 and $94,543 of rents based on retail store revenues for the years
ended December 31, 1996, 1995 and 1994, respectively.

Under the Wal-Mart lease, either the Company or Wal-Mart can elect to terminate
the lease with respect to stores which fail to generate a minimum level of
revenues.  Currently, substantially all of the Company's stores are operating
in excess of the minimum revenue requirement.

Also under the Wal-Mart lease, all assets of the Company are pledged to secure
payment of all rentals due to Wal-Mart.

7.  INCOME TAXES:

The reconciliation of the statutory federal income tax rate to the Company's
effective income tax rate is as follows:

                                         1996          1995          1994
Benefit computed at statutory rates     (34.0)%       (34.0)%       (34.0)%
Loss benefit accruing to Rentrak         29.9           -             -
Change in valuation allowance             3.6          33.8          33.7
Other                                      .5            .2            .3
                                          -  %          -  %         -  %

For periods prior to the date of the Distribution, the Company is included in
the consolidated tax return of Rentrak.  Net operating losses incurred prior to
the date of the Distribution are allocated and utilized in the consolidated tax
return of Rentrak.  The deferred tax asset at December 31, 1995 related to net
operating losses and was allocated entirely to Rentrak as provided in the Tax
Sharing Agreement between Rentrak and the Company.  As such, the entire amount
of the deferred tax asset at December 31, 1996 for net operating losses relates
to losses incurred subsequent to the date of the Distribution.

Provision (benefit) for income taxes:

                                          1996                1995
Currently payable
   Federal                            $     -             $     -
    State                                   -                   -

  Deferred
    Federal                              414,333         (1,455,548)
    State                                 48,745           (171,241)

                                         463,078         (1,626,789)

Increase (Decrease) in valuation
   allowance                            (463,078)         1,626,789

   Total provision                    $     -             $     -

Deferred tax assets (liabilities) are comprised of the following components:

                                           1996                1995
Current:

Inventory reserve                     $      -            $     4,167
Vacation accrual                           45,742               6,720

Total current deferred tax assets          45,742              10,887

Noncurrent:

Depreciation                              355,018             185,873
Amortization on intangible assets         943,703             919,144
Net operating loss carryforwards          536,960           1,228,597

Total noncurrent deferred tax assets    1,835,681           2,333,614

Gross deferred tax asset                1,881,423           2,344,501
Deferred tax asset valuation allowance (1,881,423)         (2,344,501)

Net deferred tax asset                 $     -             $     -


Due to the uncertainty of future income, the Company has provided a valuation
allowance for the entire amount of the deferred tax asset.

At December 31, 1996, for federal tax return reporting purposes, the Company
has approximately $1,413,052 of tax loss carryovers that expire at various
dates through 2011.

8.  STOCKHOLDERS' EQUITY:

CONVERTIBLE DEBENTURES

In March and April 1996, the Company issued $1.0 million in convertible
subordinated notes to each of Mr. Bill LeVine and to Culture Convenience Club,
Ltd. ("CCC"), a Japanese corporation of which Mr. Muneaki Masuda is Chairman
(the "Notes"). Messrs. LeVine and Masuda are Directors of the Company.  These
Notes were guaranteed by Rentrak, accrued interest at a rate of 9.0% per annum,
and had a maturity date of August 31, 1997.  On August 30, 1996, each of Mr.
LeVine and CCC converted their Notes into 121,789 shares of BlowOut Common
Stock.

1996 EQUITY PARTICIPATION PLAN

During 1996, the Board of Directors approved the issuance of stock options to
certain employees, contractors and directors per the 1996 Equity Participation
Plan (the Plan), which Plan was then amended and restated later in 1996. As of
December 31, 1996, there were no options exercisable.  Generally, options
granted under the Plan terminate in 10 years from the date of grant and vest
ratably over 4 years.  The Plan is being administered by the Compensation
Committee of the Board of Directors, which has the authority to approve the
issuance of nonqualified and incentive stock options subject to the
requirements of the Plan.

Activity in the Company's stock options is as follows:

                                                             Per Share
                                               SHARES       OPTION PRICE
       Outstanding at December 31, 1995           -
         Granted                               80,000       $2.375-3.625
         Exercised                                -
         Canceled                                 -
                                               --------
       Outstanding at December 31, 1996        80,000       $2.375-3.625

The weighted average fair value of options granted during the year was $2.76.

The following table summarizes information about fixed stock options at
       December 31,
1996:

<TABLE>
<CAPTION>
                          Options Outstanding                                 Options Exercisable
                Number Outstanding at   Weighted - Average    Number Exercisable
Exercise Price        12/31/96        Remaining Contractual      at 12/31/96       Weighted - Average
                                             Life                                    Exercise  Price
<S>                   <C>                   <C>                      <C>              <C>
$2.375                15,000                9.9                       -        	  $   -
$2.500                45,000                9.8                       -               $   -
$3.625                20,000                8.7                       -               $   -
                      80,000                                          -
</TABLE>

The Company applies APB Opinion 25 and related Interpretations in accounting
for its plan.  Accordingly, no compensation was recognized for its options
granted.  Had compensation cost for the options granted been determined based
on the fair value at the grant dates consistent with the method of FASB 123,
the Company's net loss and loss per share would have been increased to the pro
forma amounts indicated below:


                                         1996

       Net Loss            As reported   $7,254,804
                           Pro forma     $7,260,188

       Loss per share      As reported        $3.60
                           Pro forma          $3.60

The fair value of each option grant was estimated on the date of grant using
the Black-Scholes option pricing model with the following assumptions for 1996:
risk-free interest rate of 5.145%; dividend yield of zero; expected life of 10
years; and expected volatility of 65.35%.

EMPLOYEE STOCK PURCHASE PLAN

The Company's Board of Directors approved an Employee Stock Purchase Plan.
This plan authorizes up to 200,000 shares of common stock to be issued to its
full time employees and directors.  Under the terms of this plan, employees can
choose each year to have up to 10% of their annual total compensation withheld
to purchase the Company's common stock.  The purchase price of the stock is 85
percent of the prevailing market price.  The effective date of this plan is
January 1, 1997.

STOCK DIVIDEND

On October 9, 1996, the Company's board of directors approved a 1.01491-for-1
stock dividend for all stockholders of record as of October 9, 1996.  All per
share amounts for all periods in the Company's financial statements have been
retroactively adjusted for the effect of the stock dividend.

9.  RELATED PARTY TRANSACTIONS:

CULTURE CONVENIENCE CLUB/MASUDA MUNEAKI:

Culture Convenience Club (CCC) Chairman and principal shareholder, Muneaki
Masuda, owns 605,102 shares of the Company as of December 31, 1996, or 24.9% of
the total outstanding shares. Muneaki Masuda is a member of the Board of
Directors of the Company.  In April 1996, CCC purchased a $1 million
convertible note from the Company which was subsequently converted into 121,789
shares of the Company on August 31, 1996  Mr. Masuda also serves on the Board
of Directors of Rentrak Corporation where he owns 1,000,016 shares of Rentrak
as of December 31, 1996, or 8.2% of the total outstanding shares.  He was paid
Board fees of $5,666.67 in 1996 with an additional $4,166.67 of Board fees
being deferred until the Company becomes profitable.  In addition, Muneaki
Masuda received 5,000 options to purchase shares of the Company at $3.625 on
November 25, 1996.  These options vest 25% per year and expire on November 24,
2006.

On August 30, 1996 CCC purchased from the Company for $2.98 million a total of
362,931 shares of common stock at a purchase price of approximately $8.21 per
share.

RENTRAK CORPORATION

Rentrak Corporation (Rentrak) owns 241,599 shares of the Company as of December
31, 1996, or 9.9% of the total outstanding shares.  Prior to the Distribution
on November 25, 1996, Rentrak owned 1,698,942 of the Company, or 69.8% of the
total outstanding shares.  Rentrak distributed 1,457,343 of the Company's
shares to its shareholders on a basis of 1 Company share for every 8.34 shares
of Rentrak.  The Company leases its corporate offices and warehouse from
Rentrak.  The corporate office lease is a 10 year lease commitment beginning
January 1997 and the warehouse is on a 1 year lease beginning January 1997.
Total rent payments to Rentrak for the office and warehouse space in 1996, 1995
and 1994 were $72,473, $138,593 and $140,532, respectively.  The Company also
has a license arrangement with Rentrak for use of the Company name.  The
Company is to pay a 1.667% royalty on aggregate net revenue, but not to exceed
20% of net income.  The license agreement is for 20 years beginning March 1996.
If the Company does not have pre-tax income, as calculated in accordance with
generally accepted accounting principles, there is no royalty payment accruable
or payable to Rentrak.  Accordingly, no royalties have been paid through
December 31, 1996.  The Company is also obligated to purchase enough
merchandise from Rentrak that the fees payable by the Company under the Pay Per
Transaction (PPT) Agreement are at least 11% of the Company's annual gross
retail rental revenue.  The PPT Agreement is for 20 years beginning March 1996.
Total PPT fees paid in 1996, 1995 and 1994 were $3 million, $2.7 million and
$144,000, respectively.  Rentrak also has a note payable for $3.01 million plus
accrued interest at a 9% rate, all due and payable on March 31, 1999.  Accrued
interest at December 31, 1996, 1995 and 1994 was $253,575, $433,189 and
$161,700, respectively.  Finally, Rentrak has guaranteed certain liabilities of
the Company, including, the Coast Business Credit's line of credit, Phoenix
Financial notes, and five vendor notes.  The Company pays a fee to Rentrak of
 .02% per week on the outstanding balance on the guarantee liabilities effective
as of June 26, 1996.  In 1996 the Company paid Rentrak $18,694 for this
guarantee.

In December 1995, Rentrak contributed intercompany payables and accrued
interest due from the Company to Rentrak of $6,525,815 as a capital
contribution to the Company.

BILL LEVINE:

Bill LeVine is a member of the Board of Directors of the Company and owns
173,447 shares of the Company as of December 31, 1996, or 7.1% of the total
outstanding shares.  In April 1996, Bill LeVine purchased a $1 million
convertible note from the Company which was subsequently converted into 121,789
shares of the Company on August 31, 1996.  Bill LeVine also serves on the
Rentrak Board of Directors.  He owns 430,827 shares of Rentrak at December 31,
1996, or 3.5% of the total outstanding shares.  He was paid Board fees of
$5,666 in 1996 with an additional $4,166 of Board fees being deferred until the
Company becomes profitable.  In addition, Bill LeVine received 5,000 options to
purchase shares of the Company at $3.625 on November 25, 1996.  These options
vest 25% per year and expire on November 24, 2006.

R&G COMMUNICATIONS:

In 1996, the Company purchased $90,960 of master tapes for tape duplications
from R&G Communications.  R&G Communications is partially owned by Gene
Giaquinto who is the Company's Chairman of the Board.

SKURA INTERCONTINENTAL TRADING COMPANY:

In 1996, the Company purchased $52,000 of tapes from SITC which is partially
owned by Gene Giaquinto, the Company's Chairman of the Board.

PRISM:

In 1996, the Company purchased $400,210 of tapes from Prism.  Prism was
partially owned by Rentrak at the time of the sale.

10.  LITIGATION:

The Company has several legal actions pending incidental to the ordinary course
of business.  In the opinion of management, the expected outcome of these
matters in the aggregate will not have a material adverse effect on the
financial position or results of operations of the Company.


<PAGE>
                                 SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

Dated:  March 28, 1997             BLOWOUT ENTERTAINMENT, INC.


                                   By: /S/ STEVE BERNS
                                        Steve Berns
                                        President


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.

SIGNATURE                 TITLE                            DATE

Steve Berns*              President and Director           March 28, 1997
                           (Principal Executive Officer)
Eugene F. Giaquinto*      Chairman of the Board of         March 28, 1997
                           Directors
Bill LeVine*              Director                         March 28, 1997
Muneaki Masuda*           Director                         March 28, 1997
Seth A. Reames*           Director                         March 28, 1997
Karl D. Wetzel*           Chief Financial Officer          March 28, 1997
                           (Principal Financial and
                           Accounting Officer)

*By: /S/ STEVE BERNS      Individually and as              March 28, 1997
       Steve Berns         Attorney-in-Fact


<PAGE>
                                EXHIBIT INDEX

EXHIBIT NO.    DESCRIPTION
3.1            Amended and Restated Certificate of Incorporation [Incorporated
               by  reference to Exhibit 3.1 to Registration Statement  No.  0-
               21327]
3.2            Amended  and  Restated  Bylaws  [Incorporated  by  reference to
               Exhibit 3.2 to Registration Statement No. 0-21327]
4.1            Specimen Common Stock Certificate [Incorporated by reference to
               Exhibit 4.1 to Registration Statement No. 0-21327]
10.1           Amended  and Restated 1996 Equity Participation Plan of BlowOut
               Entertainment, Inc. dated November 25, 1996*
10.2           National Account Agreement between BlowOut Entertainment, Inc.,
               and Rentrak Corporation dated March 15, 1996 and First Addendum
               thereto dated  March  16,  1996  [Incorporated  by reference to
               Exhibit 10.2 to Registration Statement No. 0-21327]
10.3.1         Amended  and  Restated  Employment  Agreement  between  BlowOut
               Entertainment, Inc. and Steve Berns, dated as of  March 1, 1996
               [Incorporated  by  reference  to Exhibit 10.3.1 to Registration
               Statement No. 0-21327]
10.3.2         Amended  and  Restated  Employment  Agreement  between  BlowOut
               Entertainment, Inc. and Karl D. Wetzel, dated February 1,  1996
               [Incorporated  by  reference  to Exhibit 10.3.2 to Registration
               Statement No. 0-21327]
10.3.3         Amended  and  Restated  Employment  Agreement  between  BlowOut
               Entertainment,  Inc.  and  Harold  Heyer,  dated April 22, 1996
               [Incorporated  by reference to Exhibit 10.3.3  to  Registration
               Statement No. 0-21327]
10.3.4         Summary of Amendments  dated  November  4,  1996 to Amended and
               Restated Employment Agreements of Steve Berns,  Karl  D. Wetzel
               and  Harold Heyer [Incorporated by reference to Exhibit  10.3.4
               to Registration Statement No. 0-21327]
10.4           Agreement  dated July 22, 1996 between Star Video Entertainment
               L.P. and BlowOut Entertainment, Inc. [Incorporated by reference
               to Exhibit 10.4 to Registration Statement No. 0-21327
10.5           Guarantee  Agreement   dated  June  26,  1996  between  Rentrak
               Corporation and BlowOut  Entertainment,  Inc.  [Incorporated by
               reference  to  Exhibit  10.5 to Registration Statement  No.  0-
               21327]
10.6           Senior  Loan  and  Surety Agreement dated July 23, 1996 between
               BlowOut Entertainment,  Inc.  and Phoenix Leasing Incorporated.
               [Incorporated  by  reference to Exhibit  10.6  to  Registration
               Statement No. 0-21327]
10.7           Combination Commercial  Sublease  dated  January  1, 1996 among
               Rentrak   Corporation,  BlowOut  Entertainment,  Inc.,  Skyport
               Industrial   Park  Partnership  and  Airport  Partners,  L.L.C.
               [Incorporated  by  reference  to  Exhibit  10.7 to Registration
               Statement No. 0-21327]
10.8           Loan  and  Security  Agreement dated September 12, 1996 between
               BlowOut  Entertainment,   Inc.   and   Coast   Business  Credit
               [Incorporated  by  reference  to  Exhibit  10.7 to Registration
               Statement No. 0-21327]
10.9           Registration  Rights  Agreement dated as of May 28, 1996 by and
               among   BlowOut  Entertainment,   Inc.,   Rentrak   Corporation
               Streamlined  Solutions, Inc., Mortco Inc. and the other persons
               named therein*
10.10          Intercompany  Note  dated  as  of December 31, 1995 executed by
               BlowOut Entertainment, Inc. as Maker and Rentrak Corporation as
               Payee  [Incorporated  by  reference   to   Exhibit   10.10   to
               Registration Statement No. 0-21327]
10.11          Form  of  Indemnity  Agreement  [Incorporated  by  reference to
               Exhibit 10.11 to Registration Statement No. 0-21327]
10.12          Master  Sublease  Agreement  dated  September  21, 1994 between
               Kmart Corporation and SuperCenter Entertainment Corporation and
               First  Amendment  thereto  dated  April  1,  1995  and   Second
               Amendment  thereto  dated  January  21,  1996  [Incorporated by
               reference  to  Exhibit 10.12 to Registration Statement  No.  0-
               21327]
10.13          Agreement  dated May 1, 1995 between Ralphs Grocery Company and
               SVI,  Inc. and  First  Amendment  thereto  dated  May  1,  1995
               [Incorporated  by  reference  to  Exhibit 10.13 to Registration
               Statement No. 0-21327]
10.14          Master Shopping Center Lease Agreement dated as of November 19,
               1994    between   Wal-Mart   Stores,   Inc.   and   SuperCenter
               Entertainment,  Inc.  and First Amendment thereto dated May 15,
               1995  and  Second  Amendment   thereto   dated   May  14,  1996
               [Incorporated  by  reference  to  Exhibit 10.14 to Registration
               Statement No. 0-21327]
10.15          License   Agreement   dated  March  15,  1996  between  Rentrak
               Corporation and BlowOut Entertainment, Inc. and First Amendment
               thereto  dated June 25,  1996  [Incorporated  by  reference  to
               Exhibit 10.15 to Registration Statement No. 0-21327]
10.16          Subscription  Agreement  dated  as  of  August 28, 1996 between
               Culture Convenience Club Ltd. and BlowOut  Entertainment,  Inc.
               [Incorporated  by  reference  to  Exhibit 10.16 to Registration
               Statement No. 0-21327]
10.17          Note  Conversion  Agreement dated as of August 28, 1996 between
               Bill Levine and BlowOut  Entertainment,  Inc.  [Incorporated by
               reference  to  Exhibit 10.17 to Registration Statement  No.  0-
               21327]
10.18          Note  Conversion  Agreement dated as of August 28, 1996 between
               Culture Convenience  Club  Ltd. and BlowOut Entertainment, Inc.
               [Incorporated by reference to  Exhibit  10.18  to  Registration
               Statement No. 0-21327]
10.19          Registration  Rights  Agreement  dated  as  of  August 28, 1996
               between Culture Convenience Club Ltd., Bill Levine  and BlowOut
               Entertainment, Inc. [Incorporated by reference to Exhibit 10.19
               to Registration Statement No. 0-21327]
10.20          Distribution  Agreement dated November 11, 1996 between BlowOut
               Entertainment,  Inc.  and  Rentrak  Corporation  and  principal
               exhibits thereto [Incorporated by reference to Exhibit  2.1  to
               Registration Statement 0-21327]
10.21          Servicing,  Warehousing  and Distribution Agreement dated as of
               January 1, 1997 between Streamlined  Solutions Inc. and BlowOut
               Entertainment, Inc.*
10.22          Employee  Stock  Purchase  Plan  of BlowOut Entertainment, Inc.
               dated as of December 18, 1996.*
21.1           List of Subsidiaries [Incorporated by reference to Exhibit 21.1
               to Registration Statement No. 0-21327]
24.1           Power of Attorney*
27.1           Financial Data Schedule*

*  Filed Herewith