EXHIBIT 99

                                  Risk Factors

     You should  carefully  consider the risks described below before you decide
to invest in our company. The risks described below are not the only ones facing
us.  Additional risks not presently known to us or that we currently believe are
immaterial  may also impair our business  operations.  Our  business,  financial
condition or results of operation could be materially  adversely affected by any
of these risks.  The trading price of our common stock could decline  because of
any one of these risks, and you may lose all or part of your investment.

                         Risks relating to our business

Our significant  losses and negative cash flow raise questions about our ability
to continue as a going concern.

     For the years  ended  December  31,  2002 and  December  31,  2001,  we had
operating losses of $8,549,000 and $3,162,000,  respectively. Our commitments as
of December 31, 2002 require the expenditure of approximately  $5,386,000 during
2003.   Additionally,   under  our  current  plans,   we  anticipate   requiring
approximately  $2,140,000 in additional funds for the acquisition of product. As
a result of our recurring operating losses and negative cash flow, the report of
our independent  accountants relating to the financial statements for the fiscal
year 2002 contains an explanatory  paragraph  stating that they have substantial
doubt about our ability to continue as a going concern.

Our most recent  modification and pending  modifications to our credit agreement
with  JPMorgan  will  significantly  limit our  ability to draw funds  under the
facility, which could harm our business.

     At December 31, 2002, we had borrowed an aggregate of $18,500,000 under the
JPMorgan  facility and an  additional  $2,045,000  was available to borrow based
upon  calculations  provided to JPMorgan as of December  31,  2002.  In February
2003, at the request of JPMorgan,  we agreed to amend our credit  agreement with
JPMorgan  to reduce the amounts we are able to borrow in relation to our library
value. Additionally,  as of December 31, 2002, our cumulative losses resulted in
a breach of the covenant  contained in our credit  agreement  with JPMorgan that
sets forth a minimum  level of net worth that we are  required to  maintain.  We
have requested a waiver of this breach.  JPMorgan  currently is considering  our
request and we are in negotiation with respect to further modifications JPMorgan
will require to the credit agreement in exchange for such waiver. At this point,
JPMorgan has indicated that these modifications will likely include an immediate
reduction of the commitment level under the credit agreement from $40 million to
approximately  $20 million,  with further  reductions so that by January 1, 2004
the  commitment  level will be $15  million.  The minimum net worth  requirement
would be waived until December 31, 2003,  subject to our  maintaining a positive
net worth as  calculated  pursuant  to GAAP.  These  modifications  require  the
agreement of 51% of the voting right of the participating  banks (the percentage
based upon the proportionate  commitment of each bank to the total commitment of
$40  million).  Final  resolution  of this matter is expected by April 30, 2003.
Until then, we are precluded  from drawing any funds under the credit  facility.
Once this matter is resolved,  our ability to draw funds under the facility will
be significantly limited, which could harm our business.

Virtually  all of our assets are  pledged  to secure our  obligations  under our
credit facility with JPMorgan.

     To  secure  our  obligations  under the  JPMorgan  facility,  our  domestic
subsidiaries  and we have pledged our assets to  JPMorgan.  If we default on our
obligations under the JPMorgan facility,  and are unable to obtain a waiver, the
banks under the JPMorgan facility will have the right to satisfy our obligations
through  these  assets.  If this  occurs,  we may not be  able to  continue  our
business  or  operations.   Further,   applicable   state  law  and  contractual
restrictions,  including restrictions in the JPMorgan facility, prohibit payment
of  dividends  or   distributions  to  holders  of  our  securities  in  various
circumstances.


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We anticipate that our acquisition, production and marketing costs will continue
to be significant.

     For 2000,  2001 and  2002,  the  average  direct  negative  costs of motion
pictures that we have distributed were approximately $3,100,000,  $2,750,000 and
$433,000,  respectively.  Direct  negative  costs  include  production  costs of
acquiring or developing the screenplay,  the  compensation of creative and other
production personnel, film studio and location rentals,  equipment rentals, film
stock  and  other  costs  incurred  in  principal  photography,  as well as post
production  costs such as the creation of special  effects and music.  For 2000,
2001 and 2002, the average print and  advertising  costs for theatrical  release
distributed  by First Look Pictures were  approximately  $510,000,  $349,000 and
$337,000, respectively.

     In the future,  we may distribute,  finance or produce motion pictures with
substantial  direct  negative  costs and  marketing  costs.  These  costs  would
continue to be  significant  and could  exceed the average  direct  negative and
marketing costs of the films that we have historically distributed.

Our operations would be hurt if we lost the services of certain of our
personnel.

     Christopher  J.  Cooney  serves as our  co-chairman  of the board and chief
executive  officer,  Robert B. Little serves as our co-chairman of the board and
president,  William F. Lischak serves as our chief  operating  officer and chief
financial  officer.  Virtually  all  decisions  concerning  the  conduct  of our
business, including the motion picture properties and rights that we acquire and
the arrangements that we make for our distribution,  production and financing of
motion  pictures,  are  made  or  are  significantly  influenced  by  these  key
executives.  The loss of any of  their  services  for any  reason  would  have a
material  adverse effect on our business,  operations and future  prospects.  In
addition,  our credit facility with JPMorgan  generally requires Mr. Little, Mr.
Cooney  and Mr.  Lischak's  continued  involvement  with,  and  control  of, our
company.

Our receipt of minimum guarantees does not eliminate the risks we face when we
license distribution rights.

     We usually receive a minimum guarantee for licensing distribution rights to
sub-distributors.   However,   these  minimum   guarantees  do  not  assure  the
profitability of our motion pictures or our operations.  Additional revenues may
be necessary  from  distribution  of a motion picture in order for us to recover

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any  investment  in  excess  of  the  aggregate  minimum  guarantees,   pay  for
distribution  costs,  continue  acquisition  and  development  of  other  motion
pictures,   and  cover  general  overhead.   Licensing  distribution  rights  to
sub-distributors  in  exchange  for  minimum  guarantees  may also  result in us
receiving lower revenues with respect to highly successful films.

We may not be able to achieve our acquisition and distribution goals.

     We  currently  intend to  acquire  rights to and  distribute  approximately
thirty films through our video/DVD operation,  approximately seven films through
our  theatrical  distribution  operation  and ten to fifteen  films  through our
international  sales  operation  (some  films will be  released  by two or three
operating  divisions).  Alone or in conjunction with others, we currently intend
pay for certain  distribution  rights or to provide minimum guarantees to secure
rights in approximately  fifteen of these films. We may not meet these goals and
the number of films that we  acquire,  distribute  or finance may not meet these
estimated ranges.

Our First Look Pictures operations face their own particular risks.

     Our  domestic  theatrical  distribution  activities,  which  are  conducted
through our First Look Pictures  division,  face numerous  challenges and risks,
including:

o    The success of a domestic theatrical release can be affected by a number of
     factors outside of our control, including audience and critical acceptance,
     the  success  of  competing  films in  release,  awards  won by First  Look
     Pictures'  releases  or that of its  competition,  inclement  weather,  and
     competing televised events, such as sporting and news events.

o    Payment to First Look  Pictures  by national  theater  chains in the United
     States is typically  made on the close of the engagement in all the chain's
     theaters.  Since First Look Pictures typically releases its films on a more
     limited  basis than a distributor  of  nationwide  releases and since First
     Look Pictures'  specialized  or art-house  releases can have extended runs,
     theater  chains  often do not pay us for three to six months  from  initial
     release, or longer.

o    First Look  Pictures'  releases are  exhibited by a  substantial  number of
     independent theater owners for which it can be comparatively more difficult
     to monitor and enforce timely payment than with respect to national theater
     chains.

Our quarterly results fluctuate significantly.

     Our  operating  revenues,  cash  flow and net  earnings  historically  have
fluctuated  significantly from quarter to quarter depending in large part on the
number of motion pictures for which we acquire  distribution rights and actually
distribute and the amount of revenues  recognized and production  costs incurred
and  amortized  during  the  period.  Therefore,   year-to-year  comparisons  of
quarterly  results may not be meaningful and quarterly results during the course
of any year may not be indicative of results expected for the entire year.

Our company is effectively controlled in all respects by our management.

     Our  directors  and  executive  officers,  as  a  group,  beneficially  own
approximately 83.6% of our voting securities. Accordingly, these persons, acting
together,  will be in a  position  to  effectively  control  our  company in all
respects,  including  the  election  of  our  directors.  See  "Management"  and
"Principal Stockholders."

Our issuance of preferred stock could diminish the value of your common stock.

     Our restated certificate of incorporation authorizes the issuance of "blank
check" preferred stock with such designations,  rights and preferences as may be
determined from time to time by our board of directors.  Subject to the rules of

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the NASD, our board of directors is empowered,  without stockholder approval, to
issue preferred stock with dividend,  liquidation,  conversion,  voting or other
rights  that could  adversely  affect the  voting  power or other  rights of the
holders  of the  common  stock  (or any  remaining  outstanding  warrants).  The
preferred stock could be utilized,  under certain circumstances,  as a method of
discouraging,  delaying or preventing a change in control of our company,  which
could  have the  effect  of  discouraging  bids for our  company  and,  thereby,
preventing stockholders from receiving the maximum value for their shares.

                        Risks relating to our industries

Because the motion picture industry is highly speculative and inherently risky,
some or all of the motion pictures that we release, distribute or produce will
not be commercially successful and we will not be able to recover our costs or
realize anticipated profits.

     The motion picture industry is highly  speculative and inherently risky. We
cannot assure you that any motion picture we release, distribute or produce will
be successful since the revenues derived from the production and distribution of
a motion  picture  depend  primarily  upon its  acceptance by the public,  which
cannot be predicted.  The revenues derived also may not necessarily correlate to
the production or distribution costs incurred.

     A motion  picture's  commercial  success  also depends upon the quality and
acceptance of other competing films released into the marketplace at or near the
same time, the availability of alternative  forms of  entertainment  and leisure
time activities,  general economic  conditions and other tangible and intangible
factors,  all of which can  change  and  cannot  be  predicted  with  certainty.
Therefore,  there is a substantial  risk that some or all of the motion pictures
that we release,  distribute  or produce  will not be  commercially  successful,
resulting  in costs  not  being  recovered  or  anticipated  profits  not  being
realized.

We have not been able to fully capitalize on significant changes in the motion
picture industry and we may not be able to capitalize on changes in the future.

     The entertainment  industry in general,  and the motion picture industry in
particular, are dynamic industries that have undergone significant changes. Some
of the most recent changes include:

o    increases  in  revenues  generated  from the  licensing  of rights in media
     ancillary to domestic theatrical media;
o    studio and theater-chain ownership changes;
o    consolidation in the industry; and
o    rapid technological change.

     We have not  benefited  from some of these  changes.  To date,  we have not
realized any  significant  revenues  from the newest  revenue  sources,  such as
computer and video games and other interactive media. In addition,  some changes
in the motion picture industry have negatively impacted us. For example, despite
the expansion in the market for  videocassettes  for home use,  generally retail
video stores increasingly have been purchasing fewer copies of videocassettes of
motion pictures that have not been theatrically released.  Because we distribute
a number of films that are not released theatrically, this trend has impacted us
negatively  and has led us to establish  our own domestic  theatrical  and video
distribution operations.  We cannot predict what changes or trends will continue
in the motion picture industry,  what new changes or trends might occur, and the
overall  effect  these  factors  will  have on our  potential  revenue  from and
profitability of feature-length motion pictures and our business.

Domestic theatrical distribution is very competitive and dominated by major
studio distributors.

     We  engage in  domestic  theatrical  distribution  through  our First  Look
Pictures  division.  Domestic  theatrical  distribution is very  competitive.  A
substantial  majority  of  the  motion  picture  screens  in the  United  States

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typically are  committed at any one time to between 10 and 15 films  distributed
nationally  by major  studio  distributors  that can command  greater  access to
available screens.  Although some theaters specialize in exhibiting  independent
motion  pictures and art-house  films,  there is intense  competition for screen
availability  for these films as well.  The number of motion  pictures  released
theatrically in the United States also has increased in recent years,  which has
increased competition for exhibition outlets and audiences.

We face numerous risks in our international distribution activities.

     We  derive  revenues  from  distributing   motion  pictures  and  licensing
distribution  rights in  territories  outside the United  States.  Our financial
results and results of operations could be negatively affected by the following:

o    changes in foreign currency exchange rates and currency controls;
o    trade protection measures;
o    motion picture piracy;
o    content regulation;
o    longer accounts receivable collection patterns;
o    changes in regional or worldwide economic or political conditions; or
o    natural disasters.

Because our contracts are typically  denominated in U.S.  dollars,  advances and
minimum   guarantees   of   sub-license   fees   payable   to  us   by   foreign
sub-distributors,  and  advances and minimum  guarantees  that we pay to foreign
producers in connection with the acquisition of  distribution  rights  generally
are  unaffected  by  exchange  rate  fluctuations.  However,  to the  extent our
agreements with foreign  sub-distributors require them to pay us a percentage of
revenues  in excess of any  advance or minimum  guarantee,  fluctuations  in the
currencies  in which these  revenues  are  received by the  sub-distributor  may
affect the  amount of U.S.  dollars  that we  receive  in excess of any  minimum
guarantee.   Exchange  rate  fluctuations  also  could  affect  the  ability  of
sub-distributors  to pay agreed  minimum  guarantees  or to bid for and  acquire
rights  to  motion   pictures  that  we  distribute.   Although   exchange  rate
fluctuations  generally  have  not  had a  material  effect  on our  results  of
operations in the past, we cannot  assure you that these  fluctuations  will not
have a material impact on our future results of operations

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