EMPLOYEE STOCK PURCHASE PLAN
                                OF
                    BLOWOUT ENTERTAINMENT, INC.


     Section  1.   PURPOSE  OF THE PLAN.  The purpose of the Employee Stock
Purchase Plan (the "Plan") of  Blowout  Entertainment, Inc. (the "Company")
is  to  secure for the Company and its shareholders  the  benefits  of  the
incentive  inherent  in  the  ownership  of  the  Company's common stock by
present and future employees of the Company and, if  applicable,  those  of
its  wholly-owned  subsidiaries  selected  by the Board of Directors of the
Company  (individually  a  "Subsidiary" and collectively,  "Subsidiaries").
The Plan is intended to comply  with  the  provisions of Section 423 of the
Internal Revenue Code of 1986, as amended, (the  "Code"),  and  it shall be
administered, interpreted and construed in accordance with such provisions.

     Section 2.  ADMINISTRATION.

          A. Until otherwise determined by the Board of Directors, the Plan
     shall  be  administered  by  the  Compensation  Committee of Board  of
     Directors of the Company (the "Committee").  Meetings of the Committee
     for purposes of administering the Plan shall be held at such times and
     places  as  its  Chairman  may  determine,  and  the  Committee  shall
     establish its own rules for taking action.

          B. Among other things, subject to the express provisions  of  the
     Plan,  the  Committee  shall  have  the  authority  to  determine  the
     eligibility  of  employees  to  participate  in the Plan, which of any
     future subsidiaries of the Company shall participate  in the Plan, and
     the procedures by which employees shall obtain and file an election to
     participate  in  the  Plan  ("Election").  A procedure for  systematic
     payroll deductions will be established  for employees who file such an
     Election (herein referred to as "Participating Employees") and for the
     proper accounting thereof.  The Committee  shall  select an investment
     firm to maintain the shares purchased by Participating  Employees  and
     shall  interpret  the  Plan, supervise its administration and take all
     other  actions  in connection  therewith  as  it  deems  necessary  or
     advisable.  The interpretation  by  the Committee of any provisions of
     the Plan or of any rights granted under  it shall be final.  No member
     of the Committee shall be liable for any action  or determination made
     in  good  faith  with  respect  to  the  Plan  or  any rights  granted
     thereunder.

     Section 3.  SHARES RESERVED FOR THE PLAN.  There shall be reserved for
issuance  and  purchase  by  Participating  Employees  under  the  Plan  an
aggregate  of  Two Hundred Thousand 200,000 shares of common stock  of  the
Company, par value  $.001  per  share.   Shares  subject to the Plan may be
either authorized but unissued shares or shares that were previously issued
and subsequently reacquired by the Company, including  shares  purchased in
the open market.

     Section  4.  ELIGIBLE EMPLOYEES.  All present and future employees  of
the Company and  its  Subsidiaries  shall be eligible to participate in the
Plan; provided that each such employee (a) has been employed by the Company
or a Subsidiary for at least six (6)  months  prior  to  an  Election Date;
(b) is customarily employed by the Company at least 20 hours per  week; and
(c)  does not own, directly or indirectly, immediately after any Investment
Date (as  defined  in  subsection 8A herein), stock possessing five percent
(5%) or more (including  stock  subject  to outstanding options or purchase
rights held by such employee) of the total  combined  voting power or value
of  all  classes  of stock of the Company or any of its subsidiaries.   The
rules set forth in  Section 424(d) of that Code shall apply for purposes of
calculating the foregoing  percentage limitation.  An "Election Date" means
either January 1 or July 1 of  each  Plan  Year  so  long as the Plan shall
exist.

     Section 5.  ELECTION TO PARTICIPATE.

          A. Each employee satisfying the requirements  for eligibility set
     forth  in  Section  4 above may elect to participate in  the  Plan  by
     filing with the Company  prior  to  any  Election  Date  a  Notice  of
     Election  authorizing  (1) specified regular payroll deductions during
     the Plan Year (as defined  in  Section  16  hereof)  beginning on such
     Election Date, not to exceed an amount which would equal 10 percent of
     his Total Compensation (as defined below) during each  such Plan Year,
     and (2) the utilization of such deductions to purchase shares  of  the
     Company's  common  stock  pursuant  to  Section 8 hereof.  A Notice of
     Election shall take effect upon the first  Election  Date  after it is
     filed  with  the  Company and shall remain in effect until revoked  or
     modified by the Participating  Employee  as  provided in subsection 5C
     below.   The term "Total Compensation" shall mean  the  total  of  all
     forms of direct  remuneration  paid to a Participating Employee during
     any Plan Year, including salary  and  commissions,  but  excluding any
     additional   sums  such  as  payments  for  overtime,  bonuses,  shift
     differential,  profit  sharing  or  Section  401(k)  contributions, or
     reimbursement for business expenses; provided, however,  that  at  the
     time an employee first becomes eligible to participate in the Plan, he
     shall be entitled to make a one-time contribution to the Plan equal to
     10  percent  of  his  Total  Compensation  for  the  six  month period
     immediately preceding the Election Date on which his participation  in
     the  Plan becomes effective.  Notwithstanding anything to the contrary
     herein,  payroll  deductions must be in equal amounts of not less than
     Ten Dollars ($10.00) per pay period.

          B. The Company shall withhold from each payroll check issued to a
     Participating Employee  the  amount  specified in such Employee's most
     recent  Notice  of  Election,  and the amount  so  withheld  shall  be
     credited to the Participating Employee's  payroll  deduction  account.
     Amounts  credited  to  a  Participating  Employee's  payroll deduction
     account shall earn no interest and shall be held by the  Company  as a
     "debtor"  of  the Participating Employee and not as a "trustee." Prior
     to utilizing such  amounts  to purchase shares of the Company's common
     stock pursuant to Section 8 hereof, the Company may use these sums for
     any proper corporate purpose  as  determined  by the Committee and the
     Committee shall not be obligated to segregate such amounts.

          C.  Upon written notice to the Company, a Participating  Employee
     may at any  time  revoke  his Notice of Election to participate in the
     Plan.  Unless such employee  also  elects  in  writing to withdraw the
     balance of his payroll deduction account not theretofore  utilized  to
     purchase shares, such balance shall thereafter be utilized to purchase
     shares  as  provided  herein,  notwithstanding  that such employee has
     otherwise ceased to be a Participating Employee in  the Plan.  In such
     case, the employee may participate in the Plan during  any  subsequent
     Plan  Year,  provided that he files a new Notice of Election with  the
     Company.  A revocation of a Notice of Election to Participate shall be
     effective beginning  with  the  first  regular  payroll  period of the
     Company  or Subsidiary (as the case may be) following receipt  of  the
     notice required  by  this subsection 5C.  A Participating Employee may
     also modify his Notice  of Election as of January l and July 1 of each
     Plan  Year,  to  increase  or  decrease  the  amount  of  his  payroll
     deduction,  by filing a new Notice  of  Election  specifying  the  new
     deduction percentage  not  latter  than the proposed effective date of
     the change.

          D.  The  Committee  shall  establish   a   procedure   whereby  a
     Participating  Employee,  who  is on a temporary leave of absence  and
     wishes to continue his participation in the Plan through the remainder
     of the Plan Year, shall be permitted  to  make voluntary contributions
     to purchase shares hereunder.  Such contributions  shall be subject to
     the same terms and provisions of the Plan as payroll deductions.

     Section 6.  LIMITATIONS UPON NUMBER OF SHARES WHICH  AN  EMPLOYEE  MAY
PURCHASE AND PERIOD DURING WHICH SHARES MAY BE PURCHASED.  No Participating
Employee  shall  be  granted the right to purchase stock under this Plan or
any other employee stock  purchase  plans maintained by the Company and its
subsidiaries which accrues at an annual  rate which exceeds the twenty five
thousand dollars ($25,000) limitation contained in Section 423(b)(8) of the
Code or that may be exercised after the expiration  of the period set forth
in Section 423(b)(7) of the Code.

     Section 7.  COMPANY CONTRIBUTION TO PURCHASE PRICE.  The Company shall
be  obligated  to  pay  15  percent  of the purchase price  of  the  shares
purchased on behalf of Participating Employees under this Plan.  To satisfy
this obligation the Company shall pay  to the investment firm designated by
the Committee, within the time period specified  in  Section 8.B. below, an
amount  equal  to  17.64705  percent  of  the  total amount contributed  by
Participating  Employees to the Plan under Section  5  herein  as  of  each
Investment Date (as specified in Section 8 below).

     Section 8.  METHOD OF PURCHASE AND INVESTMENT ACCOUNTS.

          A. On  the last day of March, June, September and December, (each
     of such dates  being referred to herein as an "Investment Date"), each
     Participating Employee  shall be deemed to have exercised an option to
     purchase the maximum number  of  shares  of the Company's common stock
     that can be purchased under the procedures set forth in this Section 8
     with  the amounts then credited to such Employee's  payroll  deduction
     account.

          B.  Within ten (10) business days after each Investment Date, the
     Company  shall   transfer  both  the  balance  in  each  Participating
     Employee's payroll deduction account and the Company's contribution as
     determined pursuant to Section 7 above (the "Available Funds"), to the
     investment   firm   designated   by   the   Committee.    Subject   to
     subsections 8C and 8E  below, on or before the 15th business day after
     each Investment Date, the investment firm shall purchase in the market
     on behalf of all of the  Participating Employees the maximum number of
     whole shares of the Company's  common stock that can be purchased with
     the Available Funds at the then prevailing market price.

          C.  Each  purchase  of shares  under  this  Section  8  shall  be
     effective only to the extent  that the total number of shares reserved
     for the Plan pursuant to Section  3  hereof  is  not exceeded.  If the
     amount of Available Funds as of any Investment Date exceeds the amount
     needed  to purchase all of the shares remaining under  the  Plan,  the
     available  shares shall be allocated among the Participating Employees
     in proportion  to  the  balances  standing  in their payroll deduction
     accounts  on  such Investment Date.  Any amounts  transferred  to  the
     investment firm  which  are  not  expended to purchase shares shall be
     refunded to the Participating Employees  and the Company in proportion
     to the amounts contributed by each of them.

          D.  The shares which are purchased pursuant  to  this  Section  8
     shall be maintained  by  the  investment firm in a separate investment
     account for each Participating  Employee.  A Participating Employee is
     for all purposes the beneficial owner of the shares held in his or her
     investment  account  and may sell the  shares  therein  at  any  time.
     Certificates may be registered  only  in the name of the Participating
     Employee, or, if the Participation Employee so indicates on his Notice
     of  Election,  in the Participating Employee's  name  jointly  with  a
     member of the Participating  Employee's  family  as joint tenants with
     the  right of survivorship.  All dividends paid with  respect  to  the
     shares  in a Participating Employee's investment account shall be paid
     directly to such Employee by the investment firm.

          E. No fractional shares shall be purchased for the account of any
     Participating  Employee.   Any  portion  of a Participating Employee's
     payroll  deduction account which cannot be  utilized  to  purchase  an
     additional whole share of the Company's common stock shall be credited
     to such Employee's  payroll  deduction  account  and  retained  by the
     investment  film  to  purchase  additional shares on future Investment
     Dates.

     Section  9.   TITLE OF ACCOUNTS.  Each  account  with  the  designated
investment firm shall  be  in the name of the Participating Employee, or if
he so indicates in his Notice  of  Election,  in  his  name  jointly with a
member of his family as joint tenants with the right of survivorship.

     Section 10.  RIGHTS AS A SHAREHOLDER.  When amounts in a Participating
Employee's  payroll  deduction account are utilized to purchase  shares  of
common stock of the Company pursuant to Section 8 hereof, he shall have all
the rights and privileges  of  a shareholder of the Company with respect to
such shares.  Neither the establishment  of  the  Plan,  the  grant  or the
exercise  of  any  rights to purchase shares of common stock under the Plan
nor anything else in  this  Plan  shall  impose  upon  the  Company  or any
Subsidiary  any  obligation  to  employ or continue to employ any employee.
The right of the Company or any Subsidiary  to  terminate any Participating
Employee shall not be diminished or affected because any rights to purchase
shares   of  the  Company's  common  stock  have  been  granted   to   such
Participating Employee.

     Section  11.   RIGHTS  NOT TRANSFERABLE.  The rights granted under the
Plan are not transferable by  a  Participating Employee and are exercisable
only by him during his lifetime.

     Section 12.  RETIREMENT, TERMINATION  AND  DEATH.   In  the event of a
Participating Employee's retirement, termination of employment,  or  death,
his  participation in the Plan shall immediately cease, and the balance  in
his payroll  deduction  account  not  previously utilized to purchase stock
shall be refunded to him.  In the event  of his death, such refund shall be
paid to his estate.

     Section  13.  BROKERAGE COMMISSIONS AND  EXPENSES  OF  THE  PLAN.   No
brokerage commissions  or  related  fees  shall be charged to Participating
Employees in connection with the purchase of shares of the Company's common
stock under the Plan.  All costs and expenses incurred in administering the
Plan shall be borne by the Company.  Any costs  and  expenses  incurred  in
connection with the sale of shares purchased pursuant to this Plan shall be
the responsibility of the Participating Employee.

     Section  14.   AMENDMENT OR TERMINATION OF THE PLAN.  At any time, the
Board of Directors may  amend  or  terminate  the  Plan;  provided  that no
amendment  shall  take  effect prior to the Election Date which immediately
follows the date the amendment  was  adopted  unless the Board of Directors
specifies  an earlier effective date; and provided  further  that  no  such
amendment may,  without  timely approval of the shareholders of the Company
(a)  increase the maximum number  of  shares  reserved  for  the  Plan  (as
specified  in  Section  3  hereof), (b) change the persons or categories of
employees eligible to participate  in  the  Plan (as specified in Section 4
hereof), unless such change is occasioned by an amendment to Section 423 of
the Code for which no shareholder approval is  required,  or (c) materially
increase the benefits accruing to participants in the Plan.

     Section 15.  RECAPITALIZATION, DISSOLUTION OR MERGER.

          A. If at any time there shall be an increase or decrease  in  the
     number  of outstanding shares or common stock of the Company by reason
     of a recapitalization,  reclassification,  stock split up, combination
     of shares, or dividend or other distribution payable in capital stock,
     or  in  the  event  of any other corporate reorganization  within  the
     meaning of Section 424 or any other relevant provision of the Code, an
     appropriate adjustment  shall  be  made by the Committee in the number
     and kind of shares reserved for the  Plan.   The  Committee shall take
     appropriate  action  to  ensure that the purchase price  specified  in
     Section 7, the number of shares subject to outstanding options and any
     other affected provisions of the Plan are appropriately adjusted so as
     not  to  constitute  a "modification"  as  that  term  is  defined  in
     Section 424 of the Code.   The adjustments made by the Committee shall
     be final, binding and conclusive;  provided  that  no  rights  granted
     pursuant  to the Plan shall be adjusted in a manner which causes  them
     to fail to  qualify  as  rights  created pursuant to an Employee Stock
     Purchase Plan within the meaning of Section 423 of the Code.

          B. In the event of a dissolution or liquidation of the Company or
     merger, consolidation or other reorganization  in which the Company is
     not the surviving corporation, the Plan shall terminate  upon the date
     of approval of such dissolution, liquidation, merger, consolidation or
     other  reorganization  by  the  Company's  shareholders.   Upon   such
     termination,  all  payroll  deductions authorized under the Plan shall
     cease and any deductions which  have  not  yet  been utilized shall be
     returned to the Participating Employee.

     Section 16.  EFFECTIVE DATE OF THE PLAN.  This Plan shall be effective
as of January 1, 1997.  A "Plan Year" shall be that 12  month  period which
begins on January 1 or any anniversary date thereafter, so long as the Plan
shall exist.