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

Virtually all of our assets are pledged to secure our obligations under our
credit facility with The Chase Manhattan Bank.

         In June 2000, we entered into a $40 million five-year secured revolving
credit facility with The Chase Manhattan Bank and other commercial banks and
financial institutions. To secure our obligations under the Chase facility, we
and our domestic subsidiaries have pledged our assets to Chase. If we default on
our obligations under the Chase facility, the banks under the Chase 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
Chase facility, prohibit payment of dividends or distributions to holders of our
securities in various circumstances.

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

         For 1999, 2000 and 2001, the average direct negative costs of motion
pictures that we have distributed were approximately $5,900,000, $3,100,000, and
$2,750,000, 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
1999, 2000 and 2001, the average print and advertising costs for theatrical
releases of motion pictures distributed by First Look Pictures were
approximately $0 (no films released), $510,000 and $349,000, 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, chief
financial officer, secretary and director. 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 Chase generally requires
Mr. Little, Mr. Cooney and Mr. Lischak's continued involvement with, and control
of, our company.


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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
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
twelve to eighteen films per year. Alone or in conjunction with others, we
currently intend to selectively finance all or a portion of the production costs
of, or produce, an aggregate of approximately two to six 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 78.3% 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."

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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 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.

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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
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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