SECOND AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                             BIG ENTERTAINMENT, INC.

              Amended and Restated Articles of Incorporation filed
                      with the Florida Department of State
                              on November 13, 1993

         The shareholders of Big Entertainment, Inc. (the "Corporation") have
duly adopted the following Second Amended and Restated Articles of Incorporation
pursuant to the provisions of Sections, 607.1003, 607.1006 and 607.1007 of the
Florida Business Corporation Act:

                                    ARTICLE I
                                      NAME

     The name of the corporation is HOLLYWOOD.COM, INC. (the "Corporation").

                                   ARTICLE II
                                PRINCIPAL OFFICE

         The address of the principal office and the mailing address of the
Corporation is 2255 Glades Road, Suite 237 West, Boca Raton, Florida 33431.

                                   ARTICLE III
                                  CAPITAL STOCK

         The total number of shares of stock which the Corporation shall have
the authority to issue is one hundred and one million (101,000,000) shares,
consisting of (1) one hundred million (100,000,000) shares of common stock, par
value $0.01 per share (the "Common Stock") and (2) one million (1,000,000)
shares of preferred stock, par value $0.01 per share (the "Preferred Stock").

         The designation and the preferences, limitations and relative rights of
the Common Stock and the Preferred Stock of the Corporation are as follows:


PREPARED BY:
W. Robert Shearer
Big Entertainment, Inc.
2255 Glades Road
Suite 237W
Boca Raton, Florida 33431
(561) 998-8000
Texas Bar No: 00791646


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A.       PROVISIONS RELATING TO THE COMMON STOCK.

1.       Voting Rights.
         -------------

(a)                        Except as otherwise required by law or as may be
                           provided by the resolutions of the Board of Directors
                           authorizing the issuance of any class or series of
                           Preferred Stock, as provided in Section B of this
                           Article III, all rights to vote and all voting power
                           shall be vested exclusively in the holders of the
                           Common Stock.

(b)                        The holders of the Common Stock shall be entitled to
                           one vote per share on all matters submitted to a vote
                           of shareholders, including, without limitation, the
                           election of directors.

         2. Dividends. Except as otherwise provided by law or as may be provided
by the resolutions of the Board of Directors authorizing the issuance of any
class or series of Preferred Stock, as provided in Section B of this Article
III, the holders of the Common Stock shall be entitled to receive when, as and
if provided by the Board of Directors, out of funds legally available therefor,
dividends payable in cash, stock or otherwise.

         3. Liquidating Distributions.Upon any liquidation, dissolution or
winding-up of the Corporation, whether voluntary or involuntary, and after
payment or provision for payment of the debts and other liabilities of the
Corporation, and except as may be provided by the resolutions of the Board of
Directors authorizing the issuance of any class or series of Preferred Stock, as
provided in Section B of this Article III, the remaining assets of the
Corporation shall be distributed pro-rata to the holders of the Common Stock.

B.       PROVISIONS RELATING TO THE PREFERRED STOCK

         1. General. The Preferred Stock may be issued from time to time in one
or more classes or series, the shares of each class or series to have such
designations, powers, preferences, rights, qualifications, limitations and
restrictions thereof as are stated and expressed herein and in the resolution or
resolutions providing for the issue of such class or series adopted by the Board
of Directors as hereinafter prescribed.

         2. Preferences. Authority is hereby expressly granted to and vested in
the Board of Directors to authorize the issuance of the Preferred Stock from
time to time in one or more classes or series, to determine and take necessary
proceedings fully to effect the issuance and redemption of any such Preferred
Stock, and, with respect to each class or series of the Preferred Stock, to fix
and state by the resolution or resolutions from time to time adopted providing
for the issuance thereof the following:

(a)      whether or not the class or series is to have voting rights,  full or
         limited,  or is to be without voting rights;

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(b)      the number of shares to constitute the class or series and the
         designation thereof;

(c)                        the preferences and relative, participating, optional
                           or other special rights, if any, and the
                           qualifications, limitations or restrictions thereof,
                           if any, with respect to any class or series;

(d)                        whether or not the shares of any class or series
                           shall be redeemable and if redeemable the redemption
                           price or prices, and the time or times at which and
                           the terms and conditions upon which, such shares
                           shall be redeemable and the manner of redemption;

(e)                        whether or not the shares of a class or series shall
                           be subject to the operation of retirement of sinking
                           funds to be applied to the purchase or redemption of
                           such shares for retirement, and if such retirement or
                           sinking fund or funds be established, the annual
                           amount thereof and the terms and provisions relative
                           to the operation thereof;

(f)                        the dividend rate, whether dividends are payable in
                           cash, stock of the Corporation, or other property,
                           the conditions upon which and the times when such
                           dividends are payable, the preference to or the
                           relation to the payment of the dividends payable on
                           any other class or classes or series of stock,
                           whether or not such dividend shall be cumulative or
                           noncumulative, and if cumulative, the date or dates
                           from which such dividends shall accumulate;

(g)                        the preferences, if any, and the amounts thereof that
                           the holders of any class or series thereof shall be
                           entitled to receive upon the voluntary or involuntary
                           dissolution of, or upon any distribution of the
                           assets of, the Corporation;

(h)                        whether or not the shares or any class or series
                           shall be convertible into, or exchangeable for, the
                           shares of any other class or classes or of any other
                           series of the same or any other class or classes of
                           the Corporation and the conversion price or prices or
                           ratio or ratios or the rate or rates at which such
                           conversion or exchange may be made, with such
                           adjustments, if any, as shall be stated and expressed
                           or provided for in such resolution or resolutions;
                           and

(i)                        such other special rights and protective provisions
                           with respect to any class or series as the Board of
                           Directors may deem advisable.

         The shares of each class or series of the Preferred Stock may vary from
the shares of any other class or series thereof in any or all of the foregoing
respects. The Board of Directors may increase the number of shares of Preferred
Stock designated for any existing class or series by a resolution adding to such
class or series authorized and unissued shares of the Preferred Stock not

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designated for any other class or series. The Board of Directors may decrease
the number of shares of the Preferred Stock designated for any existing class or
series by a resolution subtracting from such class or series unissued shares of
the Preferred Stock designated for such class or series and the shares so
subtracted shall become authorized, unissued and undesignated shares of the
Preferred Stock.

                                   ARTICLE IV
                                    DIRECTORS

         The Board of Directors of the Corporation shall consist of at least one
Director, with the exact number of Directors to be fixed from time to time in
the manner provided in the Company's Bylaws.

                                    ARTICLE V
                     REGISTERED OFFICE AND REGISTERED AGENT

         The street address of the Corporation's registered office in the State
of Florida is 2255 Glades Road, Suite 237 West, Boca Raton, Florida 33431, and
the name of its registered agent at such address is Mitchell Rubenstein.

                                   ARTICLE VI
                                 INDEMNIFICATION

         This Corporation shall indemnify and shall advance expenses on behalf
of its officers and directors to the fullest extent not prohibited by law either
now or hereafter.

         IN WITNESS WHEREOF, the undersigned has executed these Amended and
Restated Articles of Incorporation this 22nd day of December 1999.

                                            BIG ENTERTAINMENT, INC.


                                            By:  /s/ Laurie S. Silvers
                                                 ---------------------
                                                     Laurie S. Silvers,
                                                     President