FORM 10-KSB

                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

(Mark One)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
         THE SECURITIES EXCHANGE ACT OF 1934
         For the fiscal year ended December 31, 1998

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
         THE SECURITIES EXCHANGE ACT OF 1934
         For the transition period from _________________ to __________________

                           Commission File No. 0-22908

                             BIG ENTERTAINMENT, INC.
        (Exact name of small business issuer as specified in its charter)

<TABLE>
<S>                                                                                     <C>
                   FLORIDA                                                                  65-0385686                           
       (State or other jurisdiction of                                                   (I.R.S. Employer
       incorporation or organization)                                                   Identification No.)

      2255 GLADES ROAD, SUITE 237 WEST
             BOCA RATON, FLORIDA                                                               33431                             
  (Address of principal executive offices)                                                  (Zip Code)
</TABLE>

                                 (561) 998-8000
                           (Issuer's telephone number)

       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter periods 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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this Form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year: $11,126,516.

The aggregate market value of the issuer's common stock, $.01 par value, held by
non-affiliates on March 17, 1999, based on the last sale price of the common
stock as reported by Nasdaq, was: $80,079,624.

As of March 17, 1999, there were 8,929,281 shares of the issuer's common stock,
$.01 par value, outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None


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                             BIG ENTERTAINMENT, INC.
                                   FORM 10-KSB
                               FOR THE YEAR ENDED
                                DECEMBER 31, 1998
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

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FORWARD-LOOKING STATEMENTS........................................................................................3

                                     PART I

Item 1. Description of Business...................................................................................3

Item 2. Description of Property..................................................................................12

Item 3. Legal Proceedings........................................................................................12

Item 4. Submission of Matters to a Vote of Securityholders.......................................................12

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters.................................................13

Item 6. Management's Discussion and Analysis or Plan of Operation................................................14

Item 7. Financial Statements.....................................................................................28

Item 8. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure.....................................................................................54

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance
         with Section 16 (a) of the Exchange Act.................................................................55

Item 10. Executive Compensation..................................................................................59

Item 11. Security Ownership of Certain Beneficial Owners and Management..........................................63

Item 12. Certain Relationships and Related Transactions..........................................................64

Item 13. Exhibits and Reports on Form 8-K........................................................................69
</TABLE>

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                           FORWARD-LOOKING STATEMENTS

         Big Entertainment, Inc. (the "Company" or "Big Entertainment") cautions
readers that certain important factors may affect the Company's actual results
and could cause such results to differ materially from any forward-looking
statements that may be deemed to have been made in this Form 10-KSB or that are
otherwise made by or on behalf of the Company. For this purpose, any statements
contained in this Form 10-KSB that are not statements of historical fact may be
deemed to be forward-looking statements. Without limiting the generality of the
foregoing, words such as "may," "expect," "believe," "anticipate," "intend,"
"could," "estimate," or "continue" or the negative other variations thereof or
comparable terminology are intended to identify forward-looking statements.
Factors that may affect the Company's results include, but are not limited to,
the Company's continuing operating losses and accumulated deficit, its
relationships with Internet search engines, portal companies and other web
sites, its dependence on its relationship with its authors, its reliance on
licensees, its ability to manage and finance growth, its dependence on key
management personnel, its ability to compete in the Internet/e-commerce,
entertainment, and licensing industries, and the Company's ability to realize 
the carrying value of its investment in the mall-based retail business. The 
Company is also subject to other risks detailed herein or detailed from time to 
time in the Company's filings with the Securities and Exchange Commission.

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

GENERAL

         Big Entertainment is a diversified entertainment company engaged in the
operation of an e-commerce entertainment site, the development and licensing of
intellectual properties, and the operation of entertainment-related retail
stores. Big Entertainment conducts these activities through the Company and its
wholly and majority-owned subsidiaries, as well as through a joint venture known
as NetCo Partners ("NetCo Partners"), in which the Company has a 50% ownership
interest. The Company presently has two operating divisions: the entertainment
retail division (which includes an e-commerce business, BIGE.COM) and the
intellectual properties division. The Company intends to expand its Internet
operations with the pending acquisition of hollywood.com, a leading movie web 
site, and CinemaSource, which management believes to be the nation's largest
distributor of movie showtimes and related movie information to the Internet 
industry.

ENTERTAINMENT RETAIL DIVISION

         GENERAL. The Company operates mall-based retail stores and an Internet
e-commerce studio store (BIGE.COM) which sell entertainment-related, branded
merchandise including apparel, jewelry, art, collectibles, novelty items, and
books. The merchandise is based on movies and television shows such as Star
WarsTM, Star TrekTM, X-FilesTM, South ParkTM and BatmanTM and popular culture.

         INTERNET BUSINESS.

         INTERNET STUDIO STORE - BIGE.COM. The Company launched its Internet
studio store on November 26, 1998. This online store, BIGE.COM, offers an
expansive line of products including branded, licensed merchandise from
Hollywood studios, television networks, and popular culture. On December 25,
1998, the Company enhanced its e-commerce site with the addition of an auction
site where customers can bid on entertainment memorabilia and collectibles
offered either by the Company or by members of the auction 


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site. The Company's strategy for the Internet studio store is to make the site
accessible through major search engines, portal companies and other popular
entertainment-oriented web sites to bring customers to the site. The Company has
entered into a number of agreements with popular web sites in which the
Company's Internet studio store, BIGE.COM, is either the exclusive studio store
on the site or a preferred studio store on the site. The Company's Internet
studio store is currently accessible directly at BIGE.COM, and also at
USATODAY.COM, FILM.COM, HOLLYWOOD.COM, and BROADCAST.COM. In addition, the
Company's merchandise is featured in Excite's Star Wars(TM) shop, representing
over half of the Star Wars(TM) products currently offered at EXCITE.COM.
Similarly, the Company's merchandise is included on the "Shop the Web" section
on AMAZON.COM. Additionally, the Company's products are expected to soon be
available in the Yahoo! mall and at IMDB.COM, the Internet movie data base
subsidiary of Amazon.com, Inc. The Company has expanded the relationship it
developed with Leonard Nimoy on the intellectual properties side of the
Company's business, as Nimoy, best known for his role as "Spock" on Star
Trek(TM), serves as the official spokesperson for the science fiction section of
BIGE.COM.

         EXPANSION PLANS FOR INTERNET BUSINESS. The Company plans to expand its
Internet operations beyond e-commerce by developing and acquiring other
movie-related on-line businesses, with a goal of becoming the "category killer"
on the Internet for movies. The Company has two pending acquisitions, which will
increase the Company's Internet operations as detailed below.

         HOLLYWOOD.COM - On January 10, 1999, the Company entered into a
         definitive agreement to acquire Hollywood Online, Inc. ("Hollywood
         Online") from the Times Mirror Company for $31.0 million, consisting of
         the Company's common and preferred stock, and up to $1.0 million of
         cash. Hollywood Online owns and operates HOLLYWOOD.COM. The
         HOLLYWOOD.COM web site includes movie information, local movie theatre
         times where users can input a zip code and view the movie choices in
         their local area, movie reviews, trailers, and celebrity interviews and
         information (plus links to the Company's Internet studio store) all in
         one easy-to-use site. HOLLYWOOD.COM plans to offer on-line movie
         ticketing to make the site a one-stop, comprehensive, on-line movie
         supersite. Upon completion of the acquisition, the "HOLLYWOOD.COM" name
         will be the brand name for the combined site, while the BIGE.COM URL
         will still be utilized independently and as a component of
         HOLLYWOOD.COM. BIGE.COM and HOLLYWOOD.COM currently have numerous
         relationships with various media companies, including some that already
         overlap. As a combined force, the Company currently expects to be able
         to forge stronger relationships with these media companies, including
         companies such as the Washington Post, Gannett, and Times Mirror. The
         combined site is being promoted under an exclusive agreement with the
         National Association of Theater Owners ("NATO") by airing trailers on
         approximately 70% of all movie screens in the U.S. As part of the
         transaction, the combined site will become the studio store for
         LATIMES.COM, the web site of the Los Angeles Times, which is owned by
         Times Mirror. HOLLYWOOD.COM is a leading movie web site with over one
         million pages of movie-related content. During the fourth quarter of
         1998, over 3.8 million unique users visited Hollywood.COM, viewing over
         63 million pages on the site. The number of users and page views 
         continues to increase. For the week ended March 7, 1999, Hollywood 
         Online reported that traffic at HOLLYWOOD.COM had reached a new high 
         with more than 5.6 million page impressions for the week, reflecting 
         the popularity of HOLLYWOOD.COM's coverage of the upcoming Academy 
         Awards(R). Hollywood Online's traffic is measured by I/PRO. Hollywood 
         Online generated approximately $1.6 million in revenues for 1998,
         primarily through the sale of advertising and sponsorships. Hollywood
         Online's full-time advertising staff consisted of one person hired in
         the third quarter of 1998. The Company plans to increase the

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         advertising sales staff upon completion of the acquisition. Advertisers
         and sponsors on HOLLYWOOD.COM include Visa, General Motors, Microsoft,
         Intel, Panasonic, Sony and many others. The acquisition of Hollywood
         Online is expected to close during the second quarter of 1999,
         following approval by the Company's shareholders.

         CINEMASOURCE - On March 29, 1999, the Company entered into a definitive
         agreement to acquire CinemaSource, Inc. ("CinemaSource"), a privately
         held company, for $6.5 million in cash and 436,191 shares of the
         Company's common stock. Alternatively, the Company has the option to
         pay all cash for CinemaSource in an amount equal to $6.5 million plus
         the product of 436,191 times the greater of $12.50 or the average
         closing price for the Company's common stock for the ten trading days
         ending on the second day preceeding consummation of the CinemaSource
         acquisition. Management believes that CinemaSource is the nation's
         largest distributor of movie showtimes and related movie information to
         the Internet industry. CinemaSource gathers movie data, including
         showtimes, synopses, photos and trailers, from theaters across the
         country, and then sells this data, in a compiled, organized manner, to
         both large and small media companies. The growth of CinemaSource's
         business is in providing movie showtime data to Internet companies,
         particularly the portals. CinemaSource currently provides movie
         showtime data to Yahoo!, Excite, MSN, Go Network, MovieFone, Inc.,
         CitySearch, Zip 2, and others. CinemaSource's customers also include
         newspapers such as The New York Times and the Knight Ridder chain. The
         acquisition of CinemaSource is expected to close during the second
         quarter of 1999. The acquisition is subject to customary
         representations, warranties, and due diligence, including receipt of 
         audited financial statements for CinemaSource for 1998 and 1997 that 
         are satisfactory to the Company. In addition, the Company may, at its 
         option, condition the closing of the CinemaSource acquisition on the
         Company's closing of the Hollywood Online acquisition. 
 
         The Company plans to further expand its entertainment web site by
increasing its strategic alliances with other Internet sites, media companies,
and media/entertainment celebrities, as well as through additional acquisitions
or joint ventures. The Company currently has the option to acquire a 50%
ownership interest in Florida Championship Wrestling ("FCW"), one of the
nation's oldest and leading regional wrestling organizations, at no cost to the
Company provided that the Company is able to obtain a network television
contract for FCW. The Company is currently in discussions with an international
television network regarding such a licensing agreement, although there can be
no assurances that the Company will be able to obtain such a network television
contract for FCW. Provided such transaction is completed, the name FCW will be
changed to "Big Wrestling". The Company also plans to feature live professional
wrestling events on its entertainment web site. Professional wrestling, with
millions of avid fans, is a billion-dollar industry that encompasses cable TV,
pay-per-view events, and merchandising. Wrestling programs typically occupy four
or five of the top ten ratings slots among basic cable TV programs.

         The Company's Internet business is conducted through its wholly-owned
subsidiary, Big Online, Inc. Big Online, Inc. has established its own Board of
Directors, currently comprised of Mitchell Rubenstein and Laurie S. Silvers, the
founders and key executive officers of Big Entertainment, Inc., and Frederic M.
Seegal, the President of Wasserstein Perella & Co., Inc., an investment banking
firm. Mr. Seegal recently advised GeoCities on its sale to Yahoo! and Lycos in
its transaction with USA Networks. The Company plans to utilize Mr. Seegal's
expertise and guidance to further build its Internet operations, and to possibly
spin off the Internet business into a separately traded public company, although
there can be no assurances that the Company will successfully carry out any of
these plans.

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         MALL-BASED STORES. Currently, the Company operates six mall-based
retail stores. The following table sets forth information with respect to the
Company's existing mall-based retail locations:
<TABLE>
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                      LOCATION                                                     DATE OPENED          STORE TYPE
                      --------                                                     -----------          ----------
                      <S>                                                          <C>                  <C>
                      Mall of America, Bloomington, Minnesota                      September 1994       Mini In-Line
                      Florida Mall, Orlando, Florida                               October 1994         Super-Kiosk
                      Willowbrook Mall, Wayne, New Jersey                          October 1997         In-Line Studio Store
                      Woodbridge Mall, Woodbridge, New Jersey                      November 1997        In-Line Studio Store
                      Irvine Spectrum Center, Irvine, California                   November 1998        In-Line Studio Store
                      The Block at Orange, Orange Park, California                 November 1998        In-Line Studio Store
</TABLE>

         This represents a significant reduction from the 34 mall-based stores
that were in operation at the end of 1997, as the Company has determined to exit
from the mall-based retail business and focus exclusively on its Internet
operations. During 1998, the Company closed 29 kiosk locations. One in-line
store has been closed to date in 1999. The Company intends to sell the remaining
six locations. Two separate groups have expressed interest in a purchase of the
remaining mall-based retail stores, which represent some of the Company's better
locations. The Company will pursue further negotiations with the potential
buyers, with the ultimate goal being a complete exit from the mall-based retail
operations. There can be no assurances, however, that the Company will be able
to consummate such a sale.

         The Company has also discontinued its efforts to develop franchised
stores. The Company had previously entered into two franchise agreements for the
Philadelphia and Phoenix markets. During 1998 the Company refunded the $50,000
franchise fee it previously received from the Philadelphia franchisee, in
exchange for termination of this franchise agreement and mutual releases of both
parties. During 1998, the Phoenix franchisee paid $350,000 as a territorial
exclusivity fee for the Phoenix, Arizona market. This franchisee must open the
first store by December 1999 and open one store each year thereafter in order to
preserve its exclusive rights to the Phoenix market. The Company has no further
obligation under either of the franchise agreements.

         ABC PROGRAMMING AGREEMENT. During March 1997, the Company entered into
a programming agreement with ABC, a division of The Walt Disney Company. Under
this agreement, the Company runs ABC video clips on the television monitors in
its retail stores. In exchange for the Company's agreement to run the ABC
programming and to promote ABC on its web site, ABC affiliate stations in
markets where the Company's retail stores are located run promotional and
advertising spots featuring the Company's mall-based and Internet studio stores.
The promotional spots provide the Company with substantial television
advertising in the markets where the retail units are located at no cash expense
to the Company. The ad spots began to run on the ABC affiliate stations during
the third quarter of 1997, and continued throughout 1998. Management is
currently in discussion with ABC regarding modification of this agreement given
the Company's expanding Internet operations and the phase out of its mall-based
retail operations.

INTELLECTUAL PROPERTIES DIVISION

         The Company, through its intellectual properties division, owns the
exclusive rights to certain original characters and concepts, created by
best-selling authors and media celebrities, which it licenses across all media,
including books, films and television, multi-media software, toys and other
products. The 
                                       6
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Company and NetCo Partners acquire the rights to these intellectual properties
pursuant to agreements that generally grant them the exclusive rights to the
intellectual properties and the right to use the creator's name in the titles of
the intellectual properties (I.E., MICKEY SPILLANE'S MIKE DANGER, LEONARD
NIMOY'S PRIMORTALS). The intellectual properties division also includes a book
licensing and packaging operation, which focuses on developing and executing
book projects, typically with best-selling authors. These books are then
licensed for publication to book publishers such as HarperCollins, Bantam
Doubleday Dell, Random House, Simon & Schuster, Viking Press and Warner Books.
Until early 1997, the intellectual properties division published works based on
these properties itself, rather than licensing them to others; however, the
Company has opted to exclusively pursue licensing of its intellectual properties
since early 1997.

         INTELLECTUAL PROPERTIES AND LICENSING ACTIVITIES. The Company's current
intellectual properties, and the licensing activities related thereto, are
discussed below. Those properties which are owned through NetCo Partners (in
which the Company has a 50% interest) are so indicated. It is important to note
that the Company (or NetCo Partners, if applicable) has the right to include the
author's or celebrity's name as part of the title of the intellectual property
for all licensed products, including books, television series and films based on
such intellectual properties. The Company is generally obligated to pay the
authors or celebrities fees based on amounts received by the Company from the
licensing to third parties of the rights to produce other products featuring the
intellectual properties. The Company seeks when possible to license its
intellectual properties on terms that provide to the Company advance payments
against royalties to be earned and that minimize or eliminate the Company's
additional development costs going forward.

         /bullet/ TOM CLANCY'S NETFORCE (a NetCo Partners' property) was
                  developed by best-selling author Tom Clancy, who has had 22
                  books listed on the New York Times bestsellers list, in
                  collaboration with Steve Pieczenik, who also collaborated with
                  Clancy on the best-selling TOM CLANCY'S OP CENTER series of
                  books. TOM CLANCY'S NETFORCE was licensed for production as a
                  four-hour television mini-series which aired on ABC in
                  February 1999; for publication of six adult and 18 young adult
                  novels to be published in North America by Berkley Publishing
                  Group (a division of Pearson, plc.); for publication of the
                  first two adult books as audio books by Random House Audio
                  Publishing; and for book publication and distribution rights
                  in foreign countries and languages throughout the world with
                  eight different foreign publishers. NetCo Partners has also
                  entered into a product placement agreement with Dodge, a
                  division of Chrysler Corporation, pursuant to which NetCo
                  Partners has agreed to feature Dodge vehicles in the first
                  four TOM CLANCY'S NETFORCE novels. TOM CLANCY'S NETFORCE is
                  discussed in more detail under "Management's Discussion and
                  Analysis or Plan of Operation - Equity in Earnings of NetCo
                  Partners" included in Item 6 of Part II of this Form 10-KSB.

         /bullet/ LEONARD NIMOY'S PRIMORTALS was published as a hardcover novel
                  in North America under a licensing agreement with Warner Books
                  during 1997. A paperback version was released in March 1998
                  under the same licensing agreement. It was also published as
                  an interactive CD-ROM in 1997 under a licensing agreement with
                  Sierra On-Line, Inc. The Company has also entered into an
                  agreement for publication and distribution of this book in
                  certain countries outside the United States and Canada. Under
                  a separate agreement, Leonard Nimoy, best known for his role
                  as "Spock" on STAR TREKTM, also serves as the official
                  spokesperson for the science fiction section of the Company's
                  web site, BIGE.COM.

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         /bullet/ GENE RODDENBERRY'S XANDER IN LOST UNIVERSE has been licensed
                  to DAW Books, Inc. (partner of Penguin Putnam) for publication
                  of two novels based on this space adventure concept created by
                  the late creator of STAR TREKTM.

         /bullet/ ISAAC ASIMOV'S I-BOTS was licensed to HarperCollins for
                  publication of an illustrated novel published in 1997 and as a
                  hardcover novel released in 1998.

         /bullet/ MICKEY SPILLANE'S MIKE DANGER: During 1998, the Company
                  entered into an agreement with Pressman Films, granting
                  Pressman Films the option to produce a feature film or
                  television series based on MICKEY SPILLANE'S MIKE DANGER.
                  There is no guarantee that Pressman Films will exercise its
                  option. Pressman Films produced OLIVER STONE'S WALL STREET,
                  THE CROW, REVERSAL OF FORTUNE, and DAS BOOT. Pursuant to an
                  agreement with the Company, a novel based on this property is
                  expected to be published in the next 12 months jointly by
                  Hyperion Books and Miramax Books, both divisions of the Walt
                  Disney Co.

         /bullet/ TAD WILLIAMS' MIRRORWORLD (a Netco Partners' property) was
                  published as an illustrated novel in 1998 under a licensing
                  agreement with HarperCollins.

         /bullet/ ANNE MCCAFFREY'S ACORNA: UNICORN GIRL has been licensed to
                  HarperCollins for the North American publication and
                  distribution of four prose novels and one illustrated novel.
                  The original contract with HarperCollins included only the
                  first two prose novels and the illustrated novel, which were
                  published in 1997 and 1998. Based on the popularity of the
                  initial books, HarperCollins continued this book series by
                  entering into a licensing agreement with the Company for two
                  additional books. This intellectual property has also been
                  licensed to Books on Tape, Inc. for production of unabridged
                  audio recordings of the first three prose novels, two of which
                  were released in early 1999, and to various other parties for
                  licensing rights in certain countries outside the United
                  States and Canada.

         /bullet/ MARGARET WEIS' TESTAMENT OF THE DRAGON has been licensed to
                  HarperCollins for publication of an illustrated novel, which
                  was published in 1997, and for publication of a prose novel,
                  which was released by HarperCollins in 1998.

         /bullet/ ARTHUR C. CLARKE'S WORLDS OF ALEXANDER (a Netco Partners'
                  property) was developed by Arthur C. Clarke, the author of
                  2001: A SPACE ODYSSEY.

         /bullet/ In addition, there are various other intellectual properties
                  owned by the Company and NetCo Partners, for which there
                  currently are no licensing agreements.

         The Company is continually in discussions with publishers, television
networks, movie studios and other licensees to contract for additional licensing
opportunities based on the Company's library of intellectual properties. The
Company believes that successful feature films and/or television series will
significantly enhance the value of the intellectual property upon which such
feature film and/or television series is based, resulting in increased
opportunities for additional licensing and merchandising revenues. The Company
is represented in its efforts to secure book licenses with publishers by the
William Morris Agency.

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<PAGE>

         NETCO PARTNERS. In June 1995, the Company and C.P. Group Inc. ("C.P.
Group"), entered into an agreement to form NetCo Partners (the "NetCo Joint
Venture Agreement"). NetCo Partners is engaged in the publishing and licensing
of entertainment properties, including TOM CLANCY'S NETFORCE, and has entered
into various licensing agreements described above.

         The Company and C.P. Group are each 50% partners in NetCo Partners. Tom
Clancy owns 50% of C.P. Group. C.P. Group contributed to NetCo Partners all
rights to TOM CLANCY'S NETFORCE, and the Company contributed to NetCo Partners
all rights to TAD WILLIAMS' MIRRORWORLD, ARTHUR C. CLARKE'S WORLDS OF ALEXANDER
(formerly called CRIOSPHINX), NEIL GAIMAN'S LIFERS, and ANNE MCCAFFREY'S
SARABAND.

         Pursuant to the terms of the NetCo Partners Joint Venture Agreement,
the Company is responsible for developing, producing, manufacturing,
advertising, promoting, marketing and distributing NetCo Partners' illustrated
novels and related products and for advancing all costs incurred in connection
therewith. All amounts advanced by the Company to fund NetCo Partners'
operations are treated as capital contributions of the Company and the Company
is entitled to a return of such capital contributions before distributions of
cash flow are split equally between the Company and C.P. Group. The NetCo Joint
Venture Agreement provides for an initial term (the "Development Term") of five
years, during which the partners will jointly develop the contributed
properties. The Development Term may be extended by the mutual consent of the
partners and shall terminate upon 30 days' notice to the Company by C.P. Group
should Mitchell Rubenstein cease to be the Chief Executive Officer of the
Company and Laurie S. Silvers cease to be the President of the Company. At the
end of the Development Term, any undeveloped properties (other than TOM CLANCY'S
NETFORCE, which will continue to be owned 50% by the Company and 50% owned by
C.P. Group even after dissolution of NetCo Partners) are to be returned to their
respective contributing partners and any properties in development or already
developed will remain properties of the joint venture, which will continue until
its bankruptcy, dissolution, or the sale of all or substantially all of its
assets.

         BOOK LICENSING AND PACKAGING. Big Entertainment conducts its book
licensing and packaging activities through its 51%-owned subsidiary, Tekno
Books. Tekno Books is a leading book packager of fiction and non-fiction, with
approximately 1,035 books published to date and in its history (approximately
325 published since the fourth quarter of 1994, when the Company acquired its
interest in Tekno Books) and approximately another 180 under contract that are
forthcoming. In addition to providing the Company with access to a number of
best-selling authors, Tekno Books creates book projects by developing concepts,
negotiating publishing agreements and executing substantially all aspects of the
book projects. Tekno Books has worked with approximately 50 New York Times
best-selling authors, including Tom Clancy, Jonathan Kellerman, Dean Koontz,
Tony Hillerman, Robert Ludlum and Scott Turow, and numerous media celebrities,
including David Copperfield, Louis Rukeyser and Willard Scott. These books have
been published with more than 60 publishers (including HarperCollins, Bantam
Doubleday Dell, Random House, Simon & Schuster, Viking Penguin and Warner
Books), translated into 30 languages, and selected by 22 different book clubs.
Tekno Books is also a leading producer of novels and anthologies in the science
fiction, fantasy, mystery, horror and Western genres. During 1998, some of the
books worked on by Tekno Books include TOM CLANCY'S POWER PLAYS: RUTHLESS.COM;
ONCE UPON A CRIME, a selection of the Mystery Guild; MURDER SHE WROTE III, under
license from Universal Studios; and 100 SNEAKY LITTLE SLEUTH STORIES done for
Barnes & Noble Books.

         In November 1997, Tekno Books entered into an agreement with MGM
Consumer Products granting Tekno Books the exclusive right to publish books
based on the past, present and future properties from the film and television
show libraries of Metro-Goldwyn-Mayer Studios, United Artists Corporation, 


                                       9
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Orion Pictures Corporation, and Goldwyn Entertainment, Inc. As part of this
contract, Tekno Books acquired the right to use the MGM name and trademark in
connection with the books published. The initial contract is for 15 months with
an automatic renewal provided Tekno Books is in compliance with the terms of the
contract. Tekno Books will pay MGM a royalty based on the net profits generated
from the books. Pursuant to this agreement, three novels based on the
POLTERGEIST: THE LEGACY television series have been sold to Berkley Books.

         In 1997, Tekno Books, through its wholly owned subsidiary, Tekno Books
International, LLC, entered into an agreement with The Classica Foundation, a
Russian charitable organization. The Classica Foundation holds the only
catalogue of archived documents contained in the Russian archives consisting of
millions of documents that were captured by the Soviets from the German archives
at the end of World War II. This includes a substantial portion of the German
archives up to 1945 as well as voluminous documents from archives of countries
occupied by Germany during World War II. Until this time, these files have not
been seen outside of Russia. This agreement with The Classica Foundation grants
Tekno Books International, LLC the exclusive use of this catalogue to the
Russian archives, and the right to copy the materials contained therein for use
in licensing to publishers rights to publication of books and for licensing
rights for CD-ROMs, on-line, documentaries, television specials and feature
films based on these materials. Tekno Books has developed an extensive list of
major book projects that can be developed from these archives including books
about various topics such as the German military, German intelligence activities
before and during World War II, the attempt to kill Hitler in 1944, the Nazi
party, Hitler's personal papers and correspondence, Germany's plan for the
occupation of England and German-Vatican relations. Many of these topics also
have the potential to be developed as CD-ROMs, television specials and feature
films. Work has already begun on several book projects based on the archived
materials. The Company and Tekno Books intend to donate copies of any documents
related to the Holocaust or any profit derived therefrom to appropriate
Holocaust-related charitable organizations. Tekno Books paid $100,000 in 1997 as
a deposit to secure this contract and another $100,000 was paid during the first
quarter of 1998. Tekno Books has agreed to pay $25,000 to extend this contract 
for another six months ending September 12, 1999. Further six month extensions
will be available to Tekno Books for additional payments of $25,000 each.

         Since the acquisition of Tekno Books by the Company, this book
licensing and packaging subsidiary has contributed significantly to the
Company's net revenues and gross profits. The Company anticipates that Tekno
Books' revenues, which are derived primarily from cash advances from publishers
paid upon the acceptance of manuscripts and royalties from licensing such books,
will continue to grow during 1999. See "Management's Discussion and Analysis or
Plan of Operation -- Results of Operations" under Item 6 of Part II of this Form
10-KSB.

         The Chief Executive Officer of Tekno Books, Dr. Martin H. Greenberg, is
also a director of the Company and owner of the remaining 49% interest in Tekno
Books. See "Certain Relationships and Related Transactions -- Tekno Books" under
Item 12 of Part III of this Form 10-KSB. Dr. Greenberg is the editor or author
of more than 700 books in various genre, including science fiction, fantasy,
mystery and adventure, and is widely regarded as the leading anthologist in
trade publishing. Dr. Greenberg was the 1995 recipient of the Ellery Queen
Award, presented by the Mystery Writers of America for Lifetime Achievement and
was Director of Graduate Studies at the University of Wisconsin - Green Bay.

         Tekno Books also owns a 50% interest in MYSTERY SCENE MAGAZINE, a trade
journal of the mystery genre of which Dr. Greenberg is co-publisher. During
1995, the Company directly acquired an additional 25% interest in the magazine.

                                       10
<PAGE>

         HUGE ENTERTAINMENT. In March 1998, the Company, C.P. Group, and Dr.
Martin H. Greenberg, CEO of Tekno Books and a director of the Company, agreed to
contribute certain assets to a newly formed entity, Huge Entertainment LLC
("Huge Entertainment"), in exchange for equity ownership in Huge Entertainment
and an aggregate of $8 million in promissory notes from Huge Entertainment. Huge
Entertainment was intended to be a pure-play content company that would focus on
obtaining additional intellectual properties and the development and licensing
of intellectual properties in multiple media formats. The original plan had been
to split the Company's business segments into separate entities by spinning the
Company's intellectual properties off to Huge Entertainment, because it was
believed that as separate entities the valuation of each would be greater than
if they continued as a combined entity. The Company still believes this to be
the case. However, in light of the Company's recent expansion into the Internet
business, the Company is currently evaluating various plans, including the
possibility of spinning off the Internet business into a separately traded
public company, in order to increase shareholder value and the Company does not
presently intend to proceed with the Huge Entertainment transaction. There can
be no assurances that the Company will successfully implement any of these
plans.

COMPETITION

         GENERAL. Competition is generally intense in the entertainment
industries in which the Company operates. There are a large number of
substantial public and private companies competing with each other in all
aspects of the entertainment industry.

         INTERNET OPERATIONS. The Company's e-commerce studio store and combined
movie web site will compete with numerous other e-commerce and content web
sites. The number of web sites competing for both consumer attention and
spending, as well as for advertising revenues, has increased and is expected to
continue to increase. The Company feels that its strategic alliances with media
companies such as Gannett and Times Mirror and the exclusive contractual
agreement between Hollywood Online, NATO (the National Association of Theatre
Owners) and its member theaters may give the Company a competitive advantage in 
the movie category of the Internet.

         ENTERTAINMENT RETAIL. During 1998 the Company reduced the number of its
mall-based retail outlets from 34 to 7. One additional store was closed in 1999.
Management is seeking a buyer for the remaining mall-based retail operations and
intends to focus its ongoing entertainment retail efforts on the Company's
Internet e-commerce store. The Company's Internet studio store competes
for sales with specialty stores and other retail outlets which offer
entertainment merchandise, including Internet and catalog retailers, many of 
which hve significantly greater resources and are more widely recognized than
the Company.

         LICENSING. Numerous companies and individuals are engaged in the
business of licensing entertainment properties and characters in the
entertainment-related licensing market. The Company competes with a wide range
of other corporations as well as individuals in the licensing market.

         BOOK LICENSING AND PACKAGING. Competition in the book licensing and
packaging business is somewhat less intense than that in the other areas of the
Company's business, as it is based for the most part on unique, original
concepts and long-term relationships.

TRADEMARKS AND PROPRIETARY RIGHTS

         The Company has applied for U.S. and international trademark
registration of the name "Big Entertainment," as well as for trademark and
copyright protection for each of its titles and featured characters. As of the
date hereof, the Company has approximately 35 U.S. registered trademarks and
approximately 53 trademark applications are pending. As the Company's
properties are developed, the Company intends to apply for further trademark and
copyright protection in the United States and certain foreign countries.

                                       11
<PAGE>

         Copyright protection in the United States on new publications extends
for a term of 75 years from the date of initial publication. Trade names and
trademark registration in the United States runs for a period of 10 years after
registration and may be renewed for an indefinite number of additional 10-year
periods upon showing of continued use.

EMPLOYEES

         At March 17, 1999, the Company employed approximately 47 full-time and
39 part-time employees. Of the Company's 86 employees, 25 were corporate and
administrative employees, four were engaged in intellectual property related
activities, and 59 were engaged in retail store operations, distribution and
order fulfillment (including substantially all part-time employees). None of the
Company's employees are represented by a labor union, nor has the Company
experienced any work stoppages. The Company considers its relations with its
employees to be good.

ITEM 2.  DESCRIPTION OF PROPERTY

         The Company leases approximately 9,200 square feet of office space in
Boca Raton, Florida, for its executive offices. The lease of this office space
provides for a monthly basic rent of approximately $9,900 and expires on August
31, 2002, with one option to renew for an additional eight years. The Company
believes that suitable additional space, if required, is readily available on
favorable terms. The Company's retail outlets are occupied under leases with
terms that expire at various dates through 2008. The Company also leases 6,000
square feet of warehouse space in Broward County, Florida, which serves as a
distribution center for the merchandise for its retail stores and Internet
operation, pursuant to a lease expiring May 31, 2000, at a current monthly
rental of approximately $2,600.

ITEM 3.  LEGAL PROCEEDINGS

         The Company is a party to various legal proceedings arising in the
ordinary course of business, none of which are expected to materially adversely
impact the Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.

         None.

                                       12
<PAGE>
                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

MARKET FOR COMMON STOCK

         Big Entertainment, Inc.'s common stock is traded on The Nasdaq SmallCap
Market ("Nasdaq") under the symbol BIGE. The following table sets forth, for the
periods indicated below, the high and low sales prices for the common stock, as
reported by Nasdaq.
<TABLE>
<CAPTION>
                                                      HIGH                LOW
                                                      ----                ---
<S>                                                  <C>                    <C>      
1997
First Quarter....................................... $   6.531              $   5.250
Second Quarter...................................... $   5.469              $   4.438
Third Quarter....................................... $   6.281              $   4.531
Fourth Quarter...................................... $   7.625              $   5.625

1998
First Quarter....................................... $   6.375              $   4.500
Second Quarter...................................... $   6.125              $   4.625
Third Quarter....................................... $   5.688              $   2.844
Fourth Quarter...................................... $  21.000              $   2.125
</TABLE>

HOLDERS OF COMMON STOCK

         As of February 16, 1999, there were approximately 4,850 beneficial
holders of the Company's common stock.

DIVIDEND POLICY

         The Company has never paid cash dividends on its common stock and
currently intends to retain any future earnings to finance its operations and
the expansion of its business. Therefore, the payment of any cash dividends on
the common stock is unlikely in the foreseeable future. Any future determination
to pay cash dividends will be at the discretion of the Board of Directors and
will be dependent upon the Company's earnings, capital requirements and
financial condition and such other factors deemed relevant by the Board of 
Directors.

SALES OF UNREGISTERED SECURITIES

         See Note 9 to the Financial Statements included in Item 7 of Part II of
this Form 10-KSB with respect to sales of unregistered securities by the Company
during 1998. All of such sales were made pursuant to the exemption from
registration afforded by Section 4(2) of the Securities Act.


                                       13
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         The following discussion and analysis should be read in conjunction
with the Company's Consolidated Financial Statements and the Notes thereto
included in Item 7 of Part II of this Report.

RESULTS OF OPERATIONS

         YEAR ENDED DECEMBER 31, 1998 ("FISCAL 1998") AS COMPARED TO THE YEAR
ENDED DECEMBER 31, 1997 ("FISCAL 1997")

         The following table summarizes the Company's revenues, cost of sales,
and gross profit by division for fiscal 1998 and fiscal 1997, respectively:
<TABLE>
<CAPTION>
                           INTELLECTUAL     ENTERTAINMENT
                            PROPERTIES          RETAIL           TOTAL
                           -----------       -----------       -----------
<S>                        <C>              <C>              <C>        
FISCAL 1998

Net Revenues               $2,337,019       $8,789,497       $11,126,516
Cost of Sales               1,191,261        4,796,122         5,987,383
                           ----------       ----------       -----------
        Gross Profit       $1,145,758       $3,993,375       $ 5,139,133
                           ==========       ==========       ===========

FISCAL 1997

Net Revenues               $2,319,678       $7,971,769       $10,291,447
Cost of Sales               1,296,888        4,151,101         5,447,989
                           ----------       ----------       -----------
        Gross Profit       $1,022,790       $3,820,668       $ 4,843,458
                           ==========       ==========       ===========
</TABLE>

NET REVENUES

         Net revenues (not including revenues attributable to the Company's 50%
interest in NetCo Partners) for fiscal 1998 increased by 8%, or $835,069, to
$11,126,516 from $10,291,447 for fiscal 1997. The increase in net revenues is
attributable to revenue growth in the Company's entertainment retail division,
coupled with a modest increase in net revenues in the intellectual properties
division. For 1998, revenues generated by the entertainment retail division
comprised 79% of the Company's total revenues, while revenues from the
intellectual properties division amounted to 21% of the total. By comparison,
for 1997, entertainment retail revenues amounted to 77% of the total and
intellectual properties revenues were 23% of the total.

GROSS PROFIT

         Overall Company gross profit increased by 6%, or $295,675, to
$5,139,133 for fiscal 1998 from $4,843,458 in fiscal 1997. The increase in gross
profit reflects increases in gross profit for both the Company's entertainment
retail division and the intellectual properties division. As a percentage of net
revenues, gross profit decreased to 46% in fiscal 1998 from 47% in fiscal 1997,
reflecting a decrease in the margin for the entertainment retail division.

                                       14
<PAGE>

         INTELLECTUAL PROPERTIES DIVISION

         The intellectual properties division generates revenues from several
different activities including book licensing and packaging, licensing, and
publishing MYSTERY SCENE MAGAZINE. The revenue breakdown from these activities
for 1998 and 1997 is as follows:
<TABLE>
<CAPTION>
                                         1998                        1997 
                                 --------------------        --------------------
                                     $             %             $             %     
                                 ----------       ---        ----------       ---

<S>                              <C>              <C>        <C>              <C>
Book Licensing & Packaging       $2,024,014        87%       $2,028,911        87%

Licensing                           248,478        10           205,761         9

Publishing                           64,527         3            85,006         4
                                 ----------       ---        ----------       ---

Total                            $2,337,019       100%       $2,319,678       100%
                                 ==========       ===        ==========       ===
</TABLE>


         It is important to note that revenues generated by NetCo Partners (in
which the Company has a 50% interest) are not included in the above revenues of
the intellectual properties division. Book licensing and packaging represents
87% of the revenues generated by the intellectual properties division in both
1998 and 1997. The Company's book licensing and packaging activities are
conducted through Tekno Books, its 51%-owned subsidiary. Tekno Books focuses on
developing and executing book projects, typically with best-selling authors, and
then licensing the books for publication with various publishers. Book licensing
and packaging revenues decreased by $4,897, or less than 1%, to $2,024,014 for
1998 from $2,028,911 for 1997, primarily reflecting the timing of revenue
recognition under the book licensing and packaging agreements, as cash advances
and royalty payments received during 1998 actually increased by 18% over the
prior year. The Company anticipates growth in the revenues generated by Tekno
Books in future years due to several contracts which were entered into during
1997 and projects that are currently in progress. These contracts include an
agreement with MGM Consumer Products (the "MGM Agreement") and an agreement with
The Classica Foundation (the "Tekno Classica Agreement"). Under the MGM
Agreement, Tekno Books has the exclusive rights to publish books based on the
past, present and future properties from the film and television show libraries
of Metro-Goldwyn-Mayer studios, United Artists Corporation, Orion Pictures
Corporation, and Goldwyn Entertainment, Inc. The first books developed pursuant
to the MGM Agreement are three books based on the television series POLTERGEIST:
THE LEGACY. Under the Tekno Classica Agreement, Tekno Books has the exclusive
use of the catalogue of Russian archives captured by the Soviets from the German
archives at the end of World War II. Tekno Books has a lengthy list of book
projects that it is currently researching for development under the Tekno
Classica Agreement.

         Licensing revenues increased by 21%, or $42,717 to $248,478 in 1998
from $205,761 in 1997. Licensing revenues include advances and royalties under
the Company's various licensing agreements with HarperCollins, DAW Books, Warner
Books, Sierra On-Line, and various licensees for foreign publication of books.
The increase in revenues during 1998 pertains primarily to advances related to
books under the HarperCollins, Warner Books, and DAW Books contracts,
particularly for the ANNE MCCAFFREY'S ACORNA series of books, which has been
expanded to a five-book series with HarperCollins, and has been licensed 


                                       15
<PAGE>

for publication as audio books and in several foreign languages. A total of six
books based on the Company's intellectual properties were published during 1998.
It is important to note that licensing revenues generated by NetCo Partners (in
which the Company has a 50% interest) are not included in the above licensing
figures, but rather are included in equity in earnings of NetCo Partners
discussed in more detail on page 18.

         Publishing revenues decreased by 24%, or $20,479, to $64,527 in 1998
from $85,006 in 1997. The decrease in publishing revenues is related to the
Company's decision to discontinue its comic book publishing operation due to the
sustained losses incurred in the publication of comic books. The Company began
to reduce the number of comic book titles it published during 1996 and
completely ceased publication of all titles during the first quarter of 1997.
Publishing revenues during 1998 reflect revenues from publication of MYSTERY
SCENE MAGAZINE, a mystery-genre trade journal published by the Company's
50.5%-owned subsidiary, Fedora, Inc., while 1997 publishing revenues also
include minor residual revenues from the comic book business.

         Gross profit for the intellectual properties division increased by 12%,
or $122,968, to $1,145,758 in 1998 from $1,022,790 in 1997. This increase in
gross profit is attributable to the Company's elimination of the comic book
publishing operation in 1997, which had historically generated a negative gross
margin for the Company, and to the success of the ANNE MCCAFFREY'S ACORNA
property. As a percent of revenues, gross profit for the intellectual properties
division increased to 49% from 44% in the prior year, reflecting the more
profitable continuing operations of book licensing and packaging and licensing.
While the Company was engaged in comic book publishing, it advanced 100% of the
costs associated with the development of its comic book titles, plus the Company
paid for the printing and distribution of all books, and was responsible for
returns, which are a normal part of the book publishing business. By now
developing its intellectual properties through licensing arrangements, the
Company has essentially limited the costs incurred to writers' payments for
books and teleplays or scripts, and typically funds these costs from advance
payments received from publishers pursuant to licensing agreements.

         The same holds true for the book licensing and packaging operation.
Production expenses to publish the books are borne by the publishers. The book
licensing and packaging operation typically secures the publishing agreements in
advance of determining amounts to be paid to authors and for permissions,
thereby ensuring a profit on the projects based on the up-front advances
received, and an ongoing royalty stream for future sales once the advances have
been earned. Tekno Books has a library of approximately 1,035 book titles which
it has produced. This library is a source of ongoing royalty revenues, as
royalties represent approximately one-third of the total revenues generated by
Tekno Books during 1998.

         ENTERTAINMENT RETAIL

         Net revenues for the Company's entertainment retail division increased
by 10%, or $817,728, to $8,789,497 for fiscal 1998 from $7,971,769 for fiscal
1997. Net revenues are derived from sales of entertainment-related products and
merchandise at the Company's mall-based stores and over the Internet, imputed
income from the ABC programming agreement, franchise fee income, and other
Internet related revenues. The composition of net revenues is as follows:

                                       16
<PAGE>
<TABLE>
<CAPTION>
                                     1998                          1997            
                              --------------------        --------------------
                                  $             %             $             %     
                              ----------       ---        ----------       ---
<S>                           <C>              <C>        <C>              <C> 
Retail Sales                  $6,059,385        69%       $6,821,769        86%

ABC Advertising Income         2,130,112        24         1,150,000        14

Franchise Fee Income             350,000         4              --         --

Other Internet Revenues          250,000         3              --         --  
                              ----------       ---        ----------       ---

Total                         $8,789,497       100%       $7,971,769       100%
                              ==========       ===        ==========       ===
</TABLE>

         The Company had seven retail units in operation at December 31, 1998,
as compared to 34 retail units at December 31, 1997, reflecting the Company's
decision to exit the mall-based retail business. One additional store was closed
in early 1999, leaving the Company with six of its better locations, plus the
Internet studio store, at the present time. The Company currently intends to 
sell the remaining six mall-based locations and focus its retail efforts 
exclusively on e-commerce via its online studio store, BIGE.COM. Retail sales 
decreased by $762,384, or 11%, to $6,059,385 for 1998 from $6,821,769 for 1997. 
The decline in sales revenues from 1997 to 1998 is primarily attributable to the
closure of 29 retail locations throughout 1998. As there were only two stores 
open for the full two-year period of 1997 and 1998, comparable store sales data 
is not meaningful.

         Net revenues also include imputed income from running ABC video clips
on the in-store television monitors and for promoting ABC on the Company's web
site in exchange for advertising air time on local ABC affiliate television
stations (see "ABC Programming Agreement" in Item 1. Description of Business).
The Company records the estimated fair value of the air time received from the
ABC affiliates as the value of the revenues earned by playing the ABC video
clips in its retail units and promoting ABC on its web site. This imputed income
amounted to $2,130,112 for 1998, of which $182,633 is attributable to the
Internet advertising and promotion and $1,947,479 is attributable to airing the
ABC video clips run on the in-store television monitors. The barter income for
1998 was higher than the $1,150,000 recorded in 1997 by $980,112, or 85%, as the
barter arrangement with ABC did not commence until mid-1997.

         Revenues for the entertainment retail division also include $350,000 of
franchise fee income during fiscal 1998. This income represents the territorial
exclusivity fee that the Company received during the first quarter of 1998 from
the franchisee for the Phoenix, Arizona territory. Under the Company's agreement
with this franchisee, the franchisee must open at least one store by December
1999 and one store each year thereafter in order to preserve its exclusivity.
The Company is not obligated to provide any additional support to the franchisee
under this agreement.

         Other Internet revenues consist of sponsorship fees received from the
company that hosted the Big Entertainment online studio store BIGE.COM when it
first launched in November 1998. The sponsorship fees represent payments
received by the Company in 1999 for traffic that was directed to the host's site
during the busy holiday shopping season on the Internet. The Company believes
that advertising and sponsorship fees are a critical component of its future
Internet operations. The Company is currently in discussions with other
potential sponsors including a major credit card company which may become the
preferred credit card for the Company's web site in exchange for a seven-figure
annual fee, although there can be no assurances that the Company will be
successful in entering into this sponsorship agreement or any others. Actual
revenues generated from product sales on the Company's Internet studio store
from its initial launch on November 26, 1998 through December 31, 1998 are
included in retail sales above; and barter income related to promotion of ABC on
the Company's web site in exchange for ABC affiliate stations airing commercials
about the Company's Internet studio store is included in ABC advertising income
above. The aggregate revenues attributable to the Company's Internet operation
(including products sold over the Internet, ABC barter income attributable to
the Internet, and other Internet revenues consisting of sponsorship fees) from
November 26, 1998 through December 31, 1998 amounted to $504,179. For the period
from launch of the site on November 26, 1998 through year-end 1998, the BIGE.COM
web site attracted approximately 308,000 unique visitors to the site.

                                       17
<PAGE>
         Gross profit for the entertainment retail division increased by 5%, or
$172,707, to $3,993,375 for fiscal 1998 from $3,820,668 for fiscal 1997. The
increase in gross profit was due to the impact of the ABC barter agreement, plus
the additional franchise fee and other Internet revenues, for which there were
no offsetting costs included in cost of sales. As a percentage of entertainment
retail division revenues, gross profit decreased to 45% for fiscal 1998, from
48% for fiscal 1997. Without the ABC barter income, the franchise fee income and
the other Internet revenues, the gross margin for the retail division decreased
from 39% in 1997 to 21% in 1998. This decline in gross margin is primarily
attributable to increased promotional activity, including mark-downs taken to
sell merchandise in the stores that were closing. In addition, in light of the
phase-out of its mall-based retail operations during 1998, the Company
established an inventory reserve totaling $232,383, which negatively impacted
gross profit and gross margin.

         EQUITY IN EARNINGS OF NETCO PARTNERS

         NetCo Partners began to recognize income from its contracts related to
NETFORCE beginning in 1997 as discussed below. NetCo Partners recognizes
revenues when the earnings process has been completed based on the terms of the
various agreements. When advances are received prior to completion of the
earnings process, NetCo Partners defers recognition of revenue until the
earnings process has been completed. The Company's 50% share in the earnings of
NetCo Partners amounted to $887,549 for 1998, as compared to $2,702,049 for
1997. The primary factor contributing to the decline in NetCo Partners' earnings
was the modification of its licensing arrangement with ABC, as discussed below.
On book projects, revenues are typically recognized upon delivery of the
manuscripts to the publishers. Another factor contributing to the decline in
earnings from 1997 to 1998 was the timing of the completion of the manuscripts.
Costs related to acquisition, development and sales of the intellectual
properties and their licensed products are expensed in proportion to the
revenues that have been recognized.

         Revenues of NetCo Partners totaled $2,685,928 for 1998, as compared to
$6,551,470 for 1997. The breakdown of revenues is as follows:
<TABLE>
<CAPTION>
                                                    1998              1997     
                                                -----------        ----------
<S>                                             <C>                <C>       
NETFORCE
Books - North America                           $ 3,139,213        $3,050,000
Books - Foreign                                     717,277           964,139
Audio Books                                            --             581,182
Television Mini-Series Before Adjustment            400,000              --
Other                                                 6,000           350,000
                                                -----------        ----------
    NETFORCE Subtotal Before Adjustment           4,262,490         4,945,321
TAD WILLIAM'S MIRRORWORLD                            23,438             6,149
                                                -----------        ----------
     Subtotal Before Adjustment                   4,285,928         4,951,470
Impact of Adjustment for Modification
    of Television Mini-Series Arrangement        (1,600,000)        1,600,000
                                                -----------        ----------
     Total                                      $ 2,685,928        $6,551,470
                                                ===========        ==========
</TABLE>


         As detailed above, NetCo Partners' revenues declined by $3,865,542, or
59%. The biggest change (a swing of $3.2 million) was related to the ABC
television mini-series. The licensing arrangement between 


                                       18
<PAGE>

NetCo Partners and ABC was modified during 1998. The mini-series arrangement
originally provided for a payment to NetCo Partners of $1.6 million should the
NETFORCE mini-series not air by May 1999 and a minimum guaranteed license fee in
excess of $1.6 million if it aired. NetCo Partners accrued the $1.6 million
payment in 1997, as this represented the minimum amount to be received by NetCo
Partners under the ABC mini-series agreement. Under the new arrangement with
ABC, NetCo Partners receives a $400,000 rights' fee, which was collected in
1998, and a profit participation in the mini-series in lieu of the original
license fee. The mini-series aired on ABC during February 1999. Accordingly, the
previously accrued payment was reversed during 1998, the rights' fee was
recorded as revenues, and any future revenues from the mini-series will be based
on a profit-sharing arrangement with ABC.

         In April 1997, NetCo Partners entered into an agreement with The
Berkley Publishing Group ("Berkley"), a division of Penguin Putnam Inc., which
is part of the international media group Pearson plc, to publish a series of 
six original NETFORCE novels. The contract, with total maximum advances of
$22 million, calls for initial publication of the first book to coincide with
the airing of the ABC mini-series referred to above. The first book was
published in January 1999 and it has been on the New York Times bestsellers list
for eight consecutive weeks. The second book under this contract is scheduled to
be published in October 1999. The manuscripts for both of these books were
delivered to the publisher during 1997; however, there were contingencies in the
book licensing agreement whereby the advances could have been reduced if the ABC
television mini-series never aired. Accordingly, NetCo Partners recorded
$3,000,000 in advances on the first two books during 1997 (the minimum payable
regardless of the mini-series) and another $2,889,214 in revenues during the
fourth quarter of 1998, with the knowledge that the ABC mini-series had aired.
Additional revenues under the Berkley Books contract will be recognized as
manuscripts on the remaining four adult books are delivered and accepted by the
publisher. NetCo Partners receives advances under this contract based on
specific milestones throughout the publication process for each of the six
books. As of December 31, 1998, NetCo Partners has received $5,062,500 in gross
advances since inception of this contract, and such amounts have been
distributed to the Company and C.P. Group, its partners. This contract calls for
royalties on paperback sales to be earned by NetCo Partners at 15% of the
publisher's suggested retail price.

         In April 1997, NetCo Partners also entered into a second agreement with
Berkley to publish up to 18 young adult novels based on NETFORCE. The contract,
with total maximum advances of $900,000, calls for initial publication of the
first book to coincide with the airing of the ABC mini-series referred to above.
The first two young adult books were published in January 1999. NetCo Partners
has delivered the manuscripts for the first six young adult books to the
publisher and has recognized revenues under this agreement totaling $250,000 for
1998 and $50,000 for 1997. An initial advance payment of $450,000 was received
by NetCo Partners and distributed during 1997, as part of NetCo Partners' normal
distributions to the Company and C.P. Group, its partners. This contract calls
for royalties on paperback sales of the young adult novels to be earned at 10%
of the publisher's suggested retail price.

         Both of the Berkley contracts grant to Berkley only the North American
publishing rights to publish NETFORCE books. NetCo Partners has also licensed
the publication rights to NETFORCE in various countries throughout the world in
eight foreign languages. Acceptance of the manuscripts by Berkley, the North
American publisher, is deemed acceptance of the manuscripts by the foreign
publishers. Accordingly, NetCo Partners has recognized revenues related to the
first two adult novels and the first six young adult books, aggregating $717,277
for 1998 and $964,139 for 1997.

                                       19
<PAGE>

         NetCo Partners also entered into an agreement with Random House Audio
Publishing to license the audio book rights for the first two NETFORCE novels
for an aggregate consideration of $600,000. NetCo Partners recorded these
revenues during 1997, net of a discount for advances expected to be collected in
over 12 months. NetCo Partners has received $300,000 to date under this audio
book contract.

         In April 1997, NetCo Partners entered into an agreement with the Dodge
division of Chrysler Corporation regarding placement of Chrysler and Dodge
products in the NETFORCE novels. An initial advance payment of $100,000 was
received by NetCo Partners and distributed during 1997 as part of NetCo
Partners' normal distributions to the Company and C.P. Group, its partners.

         NetCo Partners also recognized as revenues during 1997 $250,000 that it
had received under an agreement with Playmates Toys, Inc. ("Playmates Toys") to
develop, manufacture and market a line of toys based on NETFORCE.

         NetCo Partners has also entered into an agreement to license TAD
WILLIAMS' MIRRORWORLD to HarperCollins for publication as an illustrated novel.
This illustrated novel was published in June 1998 and is currently in its second
printing.

         OPERATING EXPENSES

         Operating expenses consist of selling, general and administrative
expenses, salaries and benefits, amortization of goodwill and intangibles, and a
reserve for closed stores and lease termination costs. Excluding the reserve
for closed stores and lease termination costs, which is discussed below,
operating expenses increased by 15%, or $1,678,581, to $13,023,202 for fiscal
1998 from $11,344,621 for fiscal 1997. Note that $980,112, or 58% of the
increase in fiscal 1998, represents non-cash advertising expense imputed under
the ABC barter agreement discussed below. Excluding the reserve for closed
stores and lease termination costs and the non-cash ABC advertising expense,
operating expenses increased by $698,469, or 7% in fiscal 1998. This $698,469
increase in operating expenses in fiscal 1998 as compared to fiscal 1997
reflects increases in selling, general and administrative expenses and salaries
and benefits of $747,554, or 13%, and $266,799, or 7%, respectively, which were
offset by a $315,884, or 91%, reduction in amortization of goodwill and
intangibles. The increases in selling, general and administrative expenses, and
salaries and benefits relate to the incremental costs for the five new in-line
studio stores opened in late 1997 and 1998 and start-up of the Internet studio
store in late 1998, which were only partially offset by the cost savings from
closing 29 retail kiosks throughout the year. The full favorable impact from
closing 29 kiosks will be realized during 1999. As previously mentioned,
operating expenses were also impacted by a $980,112 increase in non-cash
advertising expense under the ABC barter arrangement (see "ABC Programming
Agreement" in Item 1. Description of Business). The Company estimates the value
of the advertising air spots that it receives from the ABC affiliate television
stations and records this amount as advertising expense. The Company recorded
$2,130,112 under the ABC agreement during 1998, as compared to $1,150,000
recorded in 1997, as the advertisements on ABC did not begin to air until
mid-1997.

         RESERVE FOR CLOSED STORES AND LEASE TERMINATION COSTS

         The Company has aggressively pursued closure of its marginal
entertainment retail kiosks and has closed 29 kiosk locations during 1998.
Fifteen of the 29 mall leases were terminated at the expiration of the lease, or
at the mutual consent of the Company and lessor, at no additional cost to the
Company. The 
                                       20
<PAGE>
         Company has reached agreement with certain of the other lessors to
terminate the leases based on a maximum rental payment stream to be paid out
over time, in most cases over four months. The Company is currently negotiating
with the remaining lessors to obtain assignment of and/or release from certain
of its lease obligations, which are typically short term in duration. The
Company is presently in discussions with parties who have expressed an interest
in purchasing the remaining mall-based retail store operations, including the
kiosks which are currently in storage. An aggregate charge in the amount of
$1,121,028 was recorded in fiscal 1998 consisting of $653,474 for the write-off
of 10 kiosks which the Company earmarked for abandonment, plus the write down of
other property and equipment of the entertainment retail division, and $467,554
for the estimated cost of the early lease terminations. In addition, in light of
the phase out of its mall-based retail stores, the Company established an
inventory reserve in the amount of $232,383; this reserve increased cost of
sales for 1998. In addition, in light of the phase out of its mall-based retail
stores, the Company established an inventory reserve in the amount of $232,383;
this reserve increased cost of sales for 1998. At December 31, 1998, the
remaining carrying value of the inventory and fixed assets of the entertainment
retail division (some of which will be utilized by the Internet e-commerce
store) is approximately $4,352,000.

         INTEREST EXPENSE, NET

         Net interest expense for fiscal 1998 was $818,849 as compared to
$323,118 for fiscal 1997, an increase of $495,731, or 153%, primarily
representing increased interest expense for the inventory line of credit, the
shareholder line of credit, and the capital leases entered into to finance the
cost of the mall-based studio stores.

         DEFERRED TAX (EXPENSE) BENEFIT

         During 1997, the Company recognized $1,407,600 of deferred tax benefit
as the Company believed that realization of a portion of its net operating loss
carryforward was likely to occur based on the Company's projections of taxable
income that would have been generated upon consummation of the Huge
Entertainment transaction, which is discussed in more detail in "Huge
Entertainment" included in Item 1. Description of Business. Huge Entertainment
was intended to be a pure-play content company that would focus on obtaining
additional intellectual properties and the development and licensing of
intellectual properties in multiple media formats. The original plan had been to
split the Company's business segments into separate entities by spinning off the
Company's intellectual properties to Huge Entertainment, because it was believed
that as separate entities the valuation of each would be greater than if they
continued as a combined entity. The Company still believes this to be the case.
However, in light of the Company's recent expansion into the Internet business,
the Company is currently evaluating various plans, including the possibility of
spinning off the Internet business into a separately traded public company, in
order to increase shareholder value and the Company does not presently intend to
proceed with the Huge Entertainment transaction. There can be no assurances that
the Company will successfully implement any of these plans. Therefore, the
Company reversed the realization of the deferred tax benefit during 1998.

         NET LOSS

         During 1998, the Company recorded several specifically identifiable
adjustments, which in the aggregate amount to $5,993,111. These adjustments
include reversal of the deferred tax benefit of $1,407,600 recorded in 1997,
which accounted for a swing in year-to-year net loss of $2,815,200, a decrease
in the equity in earnings of NetCo Partners of $1,824,500, stemming from
modification of NetCo Partners' licensing arrangement with ABC for the
mini-series based on NETFORCE to a profit sharing arrangement, establishment of
a reserve for closed stores and lease termination costs in the amount of
$1,121,028, and establishment of a $232,383 inventory reserve related to the
phase out of the Company's mall-based retail operations. Largely reflecting the
above


                                       21
<PAGE>

items, the Company's net loss totaled $10,658,089 for fiscal 1998 as compared to
a net loss of $2,995,347 for fiscal 1997. Net loss per share for fiscal 1998 was
$1.47 as compared to a loss of $0.51 for fiscal 1997, representing a $0.96
increase in loss per share in 1998. The per share impact of the above-mentioned
items (the deferred tax benefit reversal, the decline in equity in earnings of
NetCo Partners, the reserve for closed stores and lease termination costs, and
the inventory reserve) on the 1998 loss per share is $0.80.

         The Company has made several modifications to its initial business plan
in an effort to reverse its losses. During 1997, the Company stopped publishing
comic books, an activity that required a substantial amount of resources and had
not proven to be profitable as a result of a significant downturn in the comic
book industry. Essentially all of the overhead associated with comic book
publishing was eliminated effective with the second quarter of 1997. At the same
time, the Company decided to expand its retail operations with the development
of three prototype in-line studio stores. Substantial resources were devoted to
the development of the three prototype in-line studio stores which opened in the
fourth quarter of 1997 as the Company believed that the in-line studio store
concept would allow it to more quickly achieve economies of scale in its
entertainment retail division. Another two mall-based studio stores were opened
during 1998. The Company has since pursued closing its marginal retail store
locations, primarily its kiosks, and it has reduced the number of retail units
in operation from a high of 34 locations to six locations at the present time.
Unlike a typical retail store, the closed kiosks can be temporarily placed in
storage and later redeployed or sold. The Company is currently exploring a sale
of its remaining mall-based retail operations, including the kiosks that are
presently in storage.

         The Company has curtailed its retail store expansion plans and
presently is focusing its efforts on development of its e-commerce Internet
business. The Company utilized its existing distribution center, certain
existing personnel, and information systems for the November 26, 1998 launch of
its Internet studio store, BIGE.COM, thereby realizing cost savings in
comparison to a traditional e-commerce launch. The Company plans to expand its
Internet operations, both through acquisitions and through internal development
measures, in order to create an Internet web site for the movie category with a
goal of generating significant advertising and e-commerce revenues on the site.
In addition, the Company continues to negotiate additional licensing agreements
on its base of intellectual properties, which while not capital intensive,
requires time from its senior executives. While the Company believes that these
measures will ultimately reverse its operating losses, there can be no
assurances that the revenues generated by the Internet operations and the
intellectual properties division will be sufficient to offset the associated
expenses incurred.

         LIQUIDITY AND CAPITAL RESOURCES

         At December 31, 1998, the Company had cash and cash equivalents of
$729,334 compared to cash and cash equivalents of $887,153 at December 31, 1997.
The working capital deficit at December 31, 1998 was $1,327,453, as compared to
a deficit of $175,730 at December 31, 1997. Net cash used in operating
activities during fiscal 1998 was $5,605,491, primarily representing cash used
to fund the Company's pre-tax loss, net of non-cash expenses including
depreciation and amortization, a portion of the reserve for closed stores and
lease termination costs, and the inventory reserve. Net cash used in investing
activities was $648,431, representing capital expenditures and distributions to
minority interests. Net cash provided by financing activities amounted to
$6,096,109 during 1998, primarily representing proceeds from issuance of common
stock and preferred stock. The combined effect of the above was a net decrease
in cash and 


                                       22
<PAGE>

cash equivalents of $157,819 during 1998. Net cash used in operating activities
and investing activities during fiscal 1997 was $4,110,481 and $1,854,123,
respectively, and net cash provided by financing activities was $5,175,905. Cash
provided from financing activities during 1997 consisted primarily of proceeds
from the issuance of common and preferred stock, borrowings under the revolving
line of credit, and proceeds from issuance of a convertible debenture.

         Tekno Simon, LLC ("Tekno Simon"), an affiliate of the Simon Property
Group and its Co-Chairman, Melvin Simon, has invested a total of $3,000,000 in
the Company. In 1995, Tekno Simon invested $1,000,000 in shares of the Company's
common stock. Pursuant to the Simon Stock Purchase Agreement, Tekno Simon
invested an additional $1,360,000 during 1995 and 1996 to purchase 217,600
shares of the Company's Series A Variable Rate Convertible Preferred Stock (the
"Series A Preferred Stock") and $640,000 during 1996 and 1997 to purchase
122,846 shares of the Company's Series B Variable Rate Convertible Preferred
Stock (the "Series B Preferred Stock"), of which $160,000 was funded in 1996 and
$480,000 was funded in 1997. See Note 9 to the Company's Financial Statements
included in Part II, Item 7 of this Form 10-KSB for a description of the terms
of the Series A Preferred Stock and Series B Preferred Stock.

         In July 1997, the Company sold 1,000,002 shares of its common stock
through a private placement for $3,500,000. The proceeds to the Company from the
issuance of these shares amounted to $3,069,996, net of expenses. The shares
issued through this private placement were restricted from resale for six months
from the date of issuance; accordingly the shares were sold at a 20% discount to
the then current market price of the common stock reflecting the restrictions on
resale. In conjunction with this offering, the placement agent received warrants
to purchase 100,000 shares of common stock. The warrants expire five years from
the date of issuance and have an exercise price of $5.00 per share.

         In August 1997, the Company issued a $650,000 4% convertible debenture
to a single institutional investor. During 1998, the holder of the debenture
converted the entire balance, plus accrued interest payable thereon, into
173,568 shares of the Company's common stock. In conjunction with the issuance
of the debenture, the buyer received warrants to buy 32,499 shares of common
stock at exercise prices ranging from $6.00 to $6.53 per share. The warrants
expire March 2, 2003.

         In late 1997 and early 1998, the Company entered into long-term
equipment leases with two different leasing companies in order to finance the
construction build-out and fixtures and equipment for its three, new prototype
in-line studio stores. In late 1998, the Company entered into another lease with
one of these leasing companies to finance the construction build-out and
fixtures and equipment for one additional in-line studio store. The total
principal financed through these leasing transactions amounted to $1,827,730.
The lease terms range from 36 months to 60 months with a combined monthly rental
payment of approximately $50,000. In conjunction with the lease financing, the
Company issued five-year warrants to one of the leasing companies to acquire
7,231 shares of common stock for $6.56 per share.

         In December 1997, the Company established a $5 million credit facility
with BankBoston, which the Company is using to finance the cost of inventories
for its entertainment retail division. The primary obligor on the credit
facility is the Company's wholly owned subsidiary that constitutes the Company's
entertainment retail division, and the Company is guarantor. As a result of the
phasing out of the Company's traditional retail business, the Company and
BankBoston have agreed to modify the terms of the credit facility. Under the
modified agreement, availability is calculated as a percentage of the cost of
retail inventories less certain allowances and reserves. This percentage, which
was 50% at December 31, 


                                       23
<PAGE>

1998, is being reduced by one percentage point each week beginning the third
week in January 1999, with the outstanding balance to be paid in full by June
30, 1999. Interest is payable monthly at the prime rate plus 1%, currently
8.75%. The credit facility includes an annual commitment fee of 1% and a monthly
facility fee of $2,500. BankBoston received five-year warrants to buy 30,000
shares of the Company's common stock at an exercise price of $9.68 per share
(see Note 10). As of December 31, 1998, the Company's outstanding balance on the
line of credit was $758,917, essentially utilizing the then available borrowing
base. At March 17, 1999, the Company's outstanding balance on the line of credit
was $395,718, again essentially utilizing the then available borrowing base. The
facility is secured by cash, inventory and accounts receivable of the Company's
entertainment retail division. All of the financial performance covenants were
eliminated from the credit facility as part of the modification agreement.

         In March and April 1998, the Company issued 248,053 shares of common
stock to five accredited investors for gross proceeds of $1,037,500. Expenses
related to the issuance of these securities totaling $37,500 were charged to
additional paid-in capital. In conjunction with this stock issuance, the Company
issued five-year warrants to three of the investors to acquire 55,000 shares of
the Company's common stock at $4.66 per share. The holders of the above warrants
have the right, at any time during the one year period from the date said
warrants were issued, to exchange the warrants for an aggregate of 22,145 shares
of common stock.

         During May 1998, the Company entered into a sale/leaseback transaction
with FINOVA Capital Corporation ("FINOVA") for 17 Entertainment Super-Kiosk
units. The terms of the 1998 sale/leaseback transaction are an aggregate sales
price of $600,674, which approximated 75% of the original invoice cost for the
units, a 42-month lease term, monthly payments approximating $18,300, and a $1
buy-out at the end of the lease term. The net proceeds to the Company after all
transaction costs were $582,640.

         In June 1998, the Company entered into a private equity line of credit
agreement with two accredited investors and on January 7, 1999, this agreement
was amended to increase the number of shares that could be issued under the
equity line of credit. Pursuant to this agreement, as amended, these investors
issued irrevocable commitments to purchase 433,334 shares of common stock of the
Company over a one-year period. In conjunction with establishment of the equity
line of credit, the Company issued three-year warrants to these investors to
purchase 45,000 shares of the Company's common stock for an average price of
$2.89 per share. The exercise price of the warrants for 20,000 of the shares is
subject to reduction depending on the number of initial shares of the Company's
common stock that the investors still own six months subsequent to their initial
purchase. On June 30, 1998, these investors purchased an initial 100,000 shares
of the Company's common stock at the market price of $5.00 per share. On
November 24, 1998, the Company sold an additional 77,042 shares of common stock
to these investors for $6.49 per share. Gross proceeds of $1,000,000 from the
sale of these securities were received during 1998. Costs related to
establishment of the equity line of credit and for the issuance of the
securities pursuant to this line of credit totaling $99,855 were charged to
additional paid-in capital. In addition, the Company issued 28,000 shares of
common stock to the placement agent as part of this transaction. As of December
31, 1998, these investors remain obligated to purchase an additional 256,292
shares of the Company's common stock, all of which have been sold to these
investors during the first quarter of 1999 for gross proceeds of $2,609,320.

         In July 1998, six members of the Company's Board of Directors
(including the Company's Chairman of the Board and Chief Executive Officer, the
Company's Vice Chairman and President, and 


                                       24
<PAGE>

the Chief Executive Officer of Tekno Books, the Company's 51%-owned subsidiary)
purchased an aggregate of 187,442 shares of the Company's common stock for $5.00
per share, the then market price of the stock. In conjunction with the private
placement of these shares, the investors received five-year warrants to purchase
an aggregate of 93,721 shares of the Company's Common stock at $5.00 per share.

         In September and November, 1998, the Company sold 250 shares of its 7%
Series D Convertible Preferred Stock (the "Series D Preferred Stock") to two
accredited investors. The Company realized gross proceeds of $2,500,000 from
these private placements, less expenses and placement fees of $281,917. In
connection with this transaction, the Company also issued two five-year warrants
to each investor. The two warrants entitle the investors to purchase the number
of shares of common stock equal to the aggregate purchase price of shares of
Series D Preferred Stock acquired divided by the closing price of the common
stock on the trading date immediately before the date of purchase, multiplied by
20% and 30%, respectively, at exercise prices equal to 150% and 125%,
respectively, of such closing price, subject to certain adjustments. The value
of the warrants on the dates of issuance of $414,372, less expenses of $33,730,
has been deducted from the stated value of the Series D Preferred Stock and is
reflected as warrants outstanding. Commissions and cost of issuance have been
prorated between the Series D Preferred Stock and the warrants. The stock
purchase agreement also provides for the potential issuance of adjustment shares
of the Company's common stock to the holders of the Series D Preferred Stock
under certain limited conditions.

         Holders of Series D Preferred Stock are entitled to cumulative
dividends at the annual rate of 7% payable on each conversion date. Each share
of Series D Preferred Stock is convertible by the holder into shares of common
stock based on an initial conversion price equal to 105% of the average of the
closing prices of the common stock for the five trading days ending on the
trading day immediately preceding the closing. All shares of the Series D
Preferred Stock shall be automatically converted into shares of the Company's
common stock on the earlier to occur of (i) September 30, 2001, (ii) the third
trading day immediately preceding the closing of the first sale under a bona
fide underwritten initial public offering of the common stock of Huge
Entertainment, Inc. with net proceeds to Huge Entertainment, Inc. (or any
successor of Huge Entertainment, Inc.) of at least $10,000,000, or (iii) the
10th trading day immediately preceding the closing of a transaction resulting in
a change of control of the Company. The Company has the option to redeem all or
any portion of the shares of Series D Preferred Stock that are outstanding at
the time for a cash redemption price per share which is equivalent to a 20%
premium over the value that the holder of the preferred shares would realize if
the preferred shares were converted to common stock at the time of redemption.
Upon any liquidation, dissolution or winding up of the Company, holders of
Series D Preferred Stock are entitled to payment of the $10,000 stated value for
each such share plus all due but unpaid dividends before any payment is made to
holders of common stock. The Series D Preferred Stock carries no voting rights
and ranks junior to the Series A, B and C Preferred Stock.

         In November 1998, the Company sold 50 shares of its 7% Series D-2
Convertible Preferred Stock (the "Series D-2 Preferred Stock") to an accredited
investor. The Company realized gross proceeds of $500,000 from this private
placement, less expenses and placement fees of $68,239. In connection with this
transaction, the Company also issued two five-year warrants to the investor. The
warrants entitle the investor to purchase 25,000 shares of the Company's common
stock for $5.175 per share and 16,667 shares for $6.26 per share, both of which
were above market exercise prices at the time the warrants were issued. The
value of the warrants on the date of issuance of $116,941 has been deducted from
the stated value of the Series D-2 Preferred Stock and is reflected as warrants
outstanding.
                                       25
<PAGE>
         Each share of Series D-2 Preferred Stock is convertible into shares of
common stock, based on the Series D-2 Preferred Stock's stated value per share
of $10,000 plus accrued but unpaid dividends at a conversion price of $5.00 per
share. Shares of Series D-2 Preferred Stock will be automatically converted into
shares of common stock on the earlier to occur of (i) November 18, 2001, (ii)
the third trading day immediately preceding the closing of the first sale under
a bona fide underwritten initial public offering of the common stock of Huge
Entertainment, Inc. with net proceeds to Huge Entertainment, Inc. (or any
successor of Huge Entertainment, Inc.) of at least $10,000,000 or (iii) the 10th
trading day immediately preceding the closing of a transaction resulting in a
change of control of the Company. Other terms of the Series D-2 Preferred Stock,
and of the purchase agreements relating to its sale, are substantially the same
as for the Series D Preferred Stock.

         On August 21, 1998, the Company's Board of Directors approved a plan
for the repurchase of up to $1.0 million of the Company's common stock. Pursuant
to this plan, during 1998 the Company repurchased 42,850 shares of its common
stock for an aggregate consideration of $103,028, or an average purchase price
of $2.40 per share.

         The success of the Company's operations in future years is dependent on
its ability to generate adequate revenue to offset operating expenses. Unless
otherwise noted, the proceeds from the financing transactions described above
were used for general corporate purposes. The Company's management expects to
require significant additional financing for the expansion of its Internet
business (including the expected cash outflows associated with the pending
acquisitions of CinemaSource and Hollywood Online) and to support working
capital requirements in future years.

         The Company is currently exploring additional financing alternatives to
allow the Company to finance such expansion, although there can be no assurance
that such financing alternatives will be available to the Company or can be
obtained on terms favorable to the Company. In the event such financing is not
secured, the Company's Chairman of the Board and Chief Executive Officer and the
Company's Vice Chairman and President, have represented that they would provide
the Company, if required, with an amount not to exceed $5.5 million in order to
enable the Company to meet its working capital requirements during 1999;
provided, however, that this commitment will terminate in the event the Company
raises no less than $5.5 million, for purposes other than financing the
acquisition of CinemaSource, from other sources as well as from operating cash
flow generated by new businesses acquired. In the event that the Company raises
less than $5.5 million, the dollar amount of the commitment will be reduced on a
"dollar for dollar" basis to the extent of such additional funds raised by the
Company. Any such working capital financing provided to the Company by the
Company's Chairman and Chief Executive Officer and the Company's Vice Chairman
and President will be upon terms negotiated and agreed to between them and the
Company's Board of Directors.
                                       26
<PAGE>
         YEAR 2000 ISSUES

         The Company believes that due to the newness of the Company's Internet
operations, all Internet systems are currently year 2000 compliant and any new
systems acquired or developed to support expansion of the Company's Internet
operations will be year 2000 compliant. Major operating systems, including the
Company's financial systems and the systems used by Tekno Books, the Company's
book packaging and licensing operation, are year 2000 compliant already. As the
Company currently intends to phase out its mall-based retail operations,
preferably through a sale of the business, it is unlikely that the existing
retail systems will still be utilized by the Company at the turn of the century.
Nevertheless, efforts have been made to ensure that the systems used by the
retail operations will also be year 2000 compliant. With regard to the retail
systems, the Company's primary concern is with remediation of the software for
the point-of-sale registers in the stores. As the Company presently only
operates six stores, if it needed to replace the point-of-sale software and
registers, the cost is not expected to exceed $100,000. Other than the potential
cost to upgrade or replace the store point-of-sale software and hardware, the
Company is not presently aware of any significant expenditures which will be
necessitated in order to be ready for year 2000, beyond those already being
incurred, although there can be no assurances that significant expenditures may
not be required in the future. Significant vendors have been contacted to ensure
that their year 2000 issues will be resolved in a timely manner and will not be
disruptive to the Company's operations. As indicated above, the Company has
initiated, but not completed, its assessment of the impact of year 2000 on its
business; however, the year 2000 issue is not currently expected to have a
material impact on the Company's current or future business operations or
financial condition.

         INFLATION AND SEASONALITY

         Although the Company cannot accurately determine the precise effects of
inflation, it does not believe inflation has a material effect on sales or
results of operations. The Company considers its business to be somewhat
seasonal and expects net revenues to be generally higher during the second and
fourth quarters of each fiscal year for its Tekno Books book licensing and
packaging operation as a result of the general publishing industry practice of
paying royalties semi-annually. The Company's entertainment retail business is
seasonal with the holiday season accounting for the largest percentage of annual
net sales. In addition, although not seasonal, the Company's intellectual
properties division and NetCo Partners both experience significant fluctuations
in their respective revenue streams, earnings and cash flow as a result of the
significant amount of time that is expended in the creation and development of
the intellectual properties and their respective licensing agreements. While
certain of the development costs are incurred as normal recurring operating
expenses, the recognition of licensing revenue is typically triggered by
specific contractual events which occur at different points in time rather than
on a regular periodic basis.

                                       27
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS.

<TABLE>
<CAPTION>
                          INDEX TO FINANCIAL STATEMENTS

                                                                                                         PAGE
                                                                                                         ----
<S>                                                                                                      <C>

Report of Independent Certified Public Accountants........................................................29

Consolidated Balance Sheets as of December 31, 1998 and December 31, 1997.................................30

Consolidated Statements of Operations for the Years Ended December 31, 1998
   and 1997...............................................................................................31

Consolidated Statements of Shareholders' Equity for the Years
   Ended December 31, 1998 and 1997.......................................................................32

Consolidated Statements of Cash Flows for the Years Ended December 31,
   1998 and 1997..........................................................................................33

Notes to Consolidated Financial Statements................................................................34
</TABLE>

                                       28
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Shareholders and Board of Directors of
    Big Entertainment, Inc.:

We have audited the accompanying consolidated balance sheets of Big
Entertainment, Inc. (a Florida corporation) and subsidiaries as of December 31,
1998 and 1997, and the related consolidated statements of operations,
shareholders' equity and cash flows for the years then ended. 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 Big Entertainment, Inc. and
subsidiaries as of December 31, 1998 and 1997, and the results of their
operations and their cash flows for the years then ended in conformity with
generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Miami, Florida,
    March 12, 1999 (except with respect to the matters discussed
    in Note 17(b) and 17(c), as to which the date is March 30, 1999).

                                       29
<PAGE>
<TABLE>
<CAPTION>
                    BIG ENTERTAINMENT, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                                                                    DECEMBER 31,      DECEMBER 31,
                                                                                        1998              1997
                                                                                    ------------      ------------
<S>                                                                                 <C>               <C>
                                     ASSETS

CURRENT ASSETS:
      Cash and cash equivalents                                                     $    729,334      $    887,153
      Receivables, net                                                                   568,779           243,168
      Merchandise inventories                                                          1,176,356         2,417,224
      Prepaid expenses                                                                   501,501           548,206
      Other receivables                                                                  250,000           350,000
      Other current assets                                                               139,974           163,099
                                                                                    ------------      ------------
      Total current assets                                                             3,365,944         4,608,850

PROPERTY AND EQUIPMENT, net                                                            3,145,201         4,069,171
INVESTMENT IN NETCO PARTNERS                                                           1,004,673         1,533,567
INTANGIBLE ASSETS, net                                                                   151,405           163,393
GOODWILL, net                                                                            306,377           325,817
OTHER ASSETS                                                                             596,221           531,523
DEFERRED TAX ASSET                                                                          --           1,407,600
                                                                                    ------------      ------------
TOTAL ASSETS                                                                        $  8,569,821      $ 12,639,921
                                                                                    ============      ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
      Accounts payable                                                              $  1,496,376      $  2,108,202
      Revolving line of credit                                                           758,917           535,000
      Accrued professional fees                                                          192,151           205,313
      Other accrued expenses                                                           1,174,136           559,050
      Deferred revenue                                                                    89,632           523,301
      Loan from shareholder/officer                                                      100,000            85,000
      Current portion of capital lease obligations                                       882,185           768,714
                                                                                    ------------      ------------
      Total current liabilities                                                        4,693,397         4,784,580
                                                                                    ------------      ------------
CAPITAL LEASE OBLIGATIONS, less current portion                                        1,741,062         1,803,344
                                                                                    ------------      ------------
DEFERRED REVENUE                                                                         376,860           315,783
                                                                                    ------------      ------------
CONVERTIBLE DEBENTURE, net                                                                  --             542,250
                                                                                    ------------      ------------
MINORITY INTEREST                                                                        235,067            90,111
                                                                                    ------------      ------------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
      Preferred Stock, $.01 par value, 539,127 shares authorized; none outstanding          --                --
      Series A variable rate convertible preferred stock, $6.25 stated value,
          217,600 shares authorized, issued and outstanding. 
          Liquidation preference of $1,580,035.                                        1,360,000         1,360,000
      Series B variable rate convertible preferred stock, $5.21 stated value,
          142,223 shares authorized; 122,846 shares issued and outstanding.
          Liquidation preference of $645,873.                                            640,000           640,000
      Series C, 4% convertible preferred stock, $100 stated value,
          100,000 shares authorized; 20,000 shares issued and outstanding,
          Liquidation preference of $2,020,000.                                        2,000,000         2,000,000
      Series D, 7% convertible preferred stock, $10,000 stated value,
          1,000 shares authorized; 250 shares issued and outstanding,
          Liquidation preference of $2,540,370.                                        1,837,441              --
      Series D-2, 7% convertible preferred stock, $10,000 stated value,
          50 shares authorized, issued and outstanding,
          Liquidation preference of $504,219.                                            314,820              --
      Common stock, $.01 par value, authorized 25,000,000 shares; issued and
          outstanding 8,161,329 shares in 1998 and 6,896,340 shares in 1997.              81,613            68,963
      Warrants outstanding                                                               834,583           586,600
      Deferred compensation                                                             (510,333)             --
      Additional paid-in capital                                                      31,140,339        25,671,900
      Accumulated deficit                                                            (36,175,028)      (25,223,610)
                                                                                    ------------      ------------
      Total shareholders' equity                                                       1,523,435         5,103,853
                                                                                    ------------      ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                          $  8,569,821      $ 12,639,921
                                                                                    ============      ============
</TABLE>

           The accompanying notes to consolidated financial statements
           are an integral part of these consolidated balance sheets.

                                       30
<PAGE>

<TABLE>
<CAPTION>
                    BIG ENTERTAINMENT, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        FOR THE YEARS ENDED DECEMBER 31,

                                                                                  1998              1997
                                                                              ------------      ------------
<S>                                                                           <C>               <C>
NET REVENUES                                                                  $ 11,126,516      $ 10,291,447

COST OF SALES                                                                    5,987,383         5,447,989
                                                                              ------------      ------------
    Gross profit                                                                 5,139,133         4,843,458
                                                                              ------------      ------------
OPERATING EXPENSES:
    Selling, general and administrative                                          8,840,049         7,112,383
    Salaries and benefits                                                        4,151,725         3,884,926
    Amortization of goodwill and intangibles                                        31,428           347,312
    Reserve for closed stores and lease termination costs                        1,121,028              --
                                                                              ------------      ------------
        Total operating expenses                                                14,144,230        11,344,621
                                                                              ------------      ------------
        Operating loss                                                          (9,005,097)       (6,501,163)

EQUITY IN EARNINGS OF NETCO PARTNERS                                               877,549         2,702,049

OTHER INCOME (EXPENSE):

    Interest, net                                                                 (818,849)         (323,118)
    Other, net                                                                      42,989            73,894
                                                                              ------------      ------------
         Loss before minority interest and deferred tax (expense) benefit       (8,903,408)       (4,048,338)

MINORITY INTEREST                                                                 (347,081)         (354,609)
                                                                              ------------      ------------
         Loss before deferred tax (expense) benefit                             (9,250,489)       (4,402,947)

DEFERRED TAX (EXPENSE) BENEFIT                                                  (1,407,600)        1,407,600
                                                                              ------------      ------------
         Net loss                                                             $(10,658,089)     $ (2,995,347)
                                                                              ============      ============
Basic and diluted loss per common share                                       $      (1.47)     $      (0.51)
                                                                              ============      ============
</TABLE>

           The accompanying notes to consolidated financial statements
             are an integral part of these consolidated statements.

                                       31
<PAGE>

<TABLE>
<CAPTION>
                    BIG ENTERTAINMENT, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

                                                            PREFERRED      PREFERRED      PREFERRED       PREFERRED       PREFERRED 
                                              COMMON          STOCK          STOCK          STOCK           STOCK           STOCK   
                                               STOCK         SERIES A       SERIES B       SERIES C        SERIES D       SERIES D-2
                                             --------      -----------     ---------     -----------     -----------     -----------
<S>                                          <C>           <C>             <C>           <C>             <C>             <C>        
Balance -  December 31, 1996                 $ 58,706      $ 1,360,000     $ 160,000     $ 2,000,000     $      --       $      --  

Issuance of common stock in private
  placement                                    10,000             --            --              --              --              --  
Issuance of preferred stock Series B to
  Tekno Simon, LLC                               --               --         480,000            --              --              --  
Non-cash dividend - preferred stock               257             --            --              --              --              --  
Cash dividend on preferred stock Series C        --               --            --              --              --              --  
Issuance of stock options and warrants
  for services rendered                          --               --            --              --              --              --  
Value of conversion feature of convertible
  debentures                                     --               --            --              --              --              --  
Proceeds from the issuance of warrants           --               --            --              --              --              --  
Net loss                                         --               --            --              --              --              --  
                                             --------      -----------     ---------     -----------     -----------     -----------
Balance - December 31,1997                     68,963        1,360,000       640,000       2,000,000            --              --  

Non-cash dividend - preferred stock               371             --            --              --              --              --  
Cash dividend on preferred stock Series C        --               --            --              --              --              --  
Conversion of convertible debentures into
  common stock                                  1,736             --            --              --              --              --  
Issuance of stock options and warrants 
  for services rendered                          --               --            --              --              --              --  
Employee stock bonuses                          2,362             --            --              --              --              --  
Issuance of preferred stock and warrants
  in private placement                           --               --            --              --         1,837,441         314,820
Issuance of common stock in private
  placements                                    4,531             --            --              --              --              --  
Issuance of common stock to the members
  of the Company's Board of Directors
  in a private placement                        1,874             --            --              --              --              --  
Shares repurchased                               (429)            --            --              --              --              --  
Stock options and warrants exercised            2,205             --            --              --              --              --  
Net loss                                         --               --            --              --              --              --  
                                             --------      -----------     ---------     -----------     -----------     -----------
Balance - December 31, 1998                  $ 81,613      $ 1,360,000     $ 640,000     $ 2,000,000     $ 1,837,441     $   314,820
                                             ========      ===========     =========     ===========     ===========     ===========

<CAPTION>
                                              ADDITIONAL
                                                PAID-IN        WARRANTS         DEFERRED          ACCUMULATED
                                                CAPITAL       OUTSTANDING     COMPENSATION          DEFICIT            TOTAL
                                             ------------     -----------     ------------       ------------      ------------
<S>                                          <C>               <C>            <C>                <C>               <C>         
Balance -  December 31, 1996                 $ 22,029,194      $ 576,600      $        --        $(21,992,633)     $  4,191,867

Issuance of common stock in private
  placement                                     3,059,996           --                 --                --           3,069,996
Issuance of preferred stock Series B to
  Tekno Simon, LLC                                   --             --                 --                --             480,000
Non-cash dividend - preferred stock               141,452           --                 --            (155,630)          (13,921)
Cash dividend on preferred stock Series C            --             --                 --             (80,000)          (80,000)
Issuance of stock options and
  warrants for services rendered                  225,758           --                 --                --             225,758
Value of conversion feature of convertible
  debentures                                      215,500           --                 --                --             215,500
Proceeds from the issuance of warrants               --           10,000               --                --              10,000
Net loss                                             --             --                 --          (2,995,347)       (2,995,347)
                                             ------------      ---------      -------------      ------------      ------------
Balance - December 31,1997                     25,671,900        586,600               --         (25,223,610)        5,103,853

Non-cash dividend - preferred stock               169,629           --                 --            (233,329)          (63,329)
Cash dividend on preferred stock Series C            --             --                 --             (60,000)          (60,000)
Conversion of convertible debentures into
  common stock                                    663,953           --                 --                --             665,689
Issuance of stock options and warrants for
  services rendered                                73,587           --                 --                --              73,587
Employee stock bonuses                            793,863           --             (510,333)             --             285,892
Issuance of preferred stock and warrants
  in private placement                               --          497,583               --                --           2,649,844
Issuance of common stock in private
  placements                                    1,895,614           --                 --                --           1,900,145
Issuance of common stock to the members
  of the Company's Board of Directors
  in a private placement                          935,336           --                 --                --             937,210
Shares repurchased                               (102,599)          --                 --                --            (103,028)
Stock options and warrants exercised            1,039,056       (249,600)              --                --             791,661
Net loss                                             --             --                 --         (10,658,089)      (10,658,089)
                                             ------------      ---------      -------------      ------------      ------------
Balance - December 31, 1998                  $ 31,140,339      $ 834,583      $    (510,333)     $(36,175,028)     $  1,523,435
                                             ============      =========      =============      ============      ============
</TABLE>

           The accompanying notes to consolidated financial statements
             are an integral part of these consolidated statements.

                                       32
<PAGE>

<TABLE>
<CAPTION>
                    BIG ENTERTAINMENT, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE YEARS ENDED DECEMBER 31,

                                                                                          1998              1997
                                                                                      ------------      -----------
<S>                                                                                   <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                              $(10,658,089)     $(2,995,347)
        Adjustments to reconcile net loss to net cash used in
        operating activities:
          Depreciation and amortization                                                  1,108,411        1,178,935
          Equity in earnings of Netco Partners, net of return of invested capital          528,894       (1,332,256)
          Issuance of compensatory stock options and warrants                               73,587          225,758
          Amortization of deferred compensation costs                                      285,892             --
          Recognition of deferred gain                                                     (42,988)         (40,389)
          Deferred tax expense (benefit)                                                 1,407,600       (1,407,600)
          Amortization of deferred financing costs                                         164,474           25,426
          Amortization of discount on convertible debentures                               107,750          107,750
          Inventory reserve                                                                232,383             --
          Assets written off - closed stores                                               601,539             --
          Minority interest                                                                347,081          354,609
          Changes in assets and liabilities:
            Receivables                                                                   (225,611)        (147,621)
            Prepaid expenses                                                                46,705          106,049
            Merchandise inventories                                                      1,008,485       (1,006,621)
            Other current assets                                                           (10,240)        (104,140)
            Other assets                                                                  (205,350)        (295,687)
            Accounts payable                                                              (611,826)       1,086,938
            Accrued professional fees                                                      (13,162)         106,793
            Deferred revenue                                                              (318,472)         (38,982)
            Other accrued expenses                                                         567,446           65,904
                                                                                      ------------      -----------
              Net cash used in operating activities                                     (5,605,491)      (4,110,481)
                                                                                      ------------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
        Capital expenditures, net                                                         (446,312)      (1,585,211)
        Return of capital from Tekno Books to minority partner                            (202,125)        (268,912)
                                                                                      ------------      -----------
              Net cash used in investing activities                                       (648,437)      (1,854,123)
                                                                                      ------------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
        Net proceeds from revolving line of credit                                         223,917          535,000
        Proceeds from shareholder/officer loan                                           3,794,500        1,112,000
        Repayments of shareholder/officer loan                                          (3,779,500)      (1,027,000)
        Net proceeds from the issuance of preferred stock                                2,649,844          480,000
        Proceeds from issuance of convertible debentures                                      --            650,000
        Net proceeds from issuance of common stock                                       2,837,355        3,069,996
        Proceeds from the issuance of warrants                                                --             10,000
        Proceeds from exercise of stock options and warrants                               791,661             --
        Dividends on preferred stock                                                       (60,000)         (80,000)
        Payments to repurchase common stock                                               (103,028)            --
        Proceeds under sale leasebacks                                                     691,255          947,186
        Repayments under capital lease obligations                                        (949,895)        (521,277)
                                                                                      ------------      -----------
              Net cash provided by financing activities                                  6,096,109        5,175,905
                                                                                      ------------      -----------
              Net decrease in cash and cash equivalents                                   (157,819)        (788,699)

CASH AND CASH EQUIVALENTS, beginning of period                                             887,153        1,675,852
                                                                                      ------------      -----------
CASH AND CASH EQUIVALENTS, end of period                                              $    729,334      $   887,153
                                                                                      ============      ===========
SUPPLEMENTAL SCHEDULE OF CASH RELATED ACTIVITIES:
        Interest paid                                                                 $    539,687      $   180,447
                                                                                      ============      ===========

</TABLE>

           The accompanying notes to consolidated financial statements
             are an integral part of these consolidated statements.

                                       33
<PAGE>

                    BIG ENTERTAINMENT, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1998 AND 1997

(1) BACKGROUND:

Big Entertainment, Inc. (the "Company") was incorporated in the State of Florida
on January 22, 1993. The Company is a diversified entertainment company, engaged
in the development and licensing of intellectual properties, the development and
licensing of books, and the operation of entertainment-related retail stores,
both on the Internet and in select malls throughout the country. The Company has
two operating divisions: the intellectual properties division and the
entertainment retail division.

The intellectual properties division owns or controls the exclusive rights to
certain original characters and concepts created by best-selling authors and
media celebrities, which it licenses across all media, including books, films
and television, multimedia software, toys, and other products. The Company
acquires the rights to its intellectual properties pursuant to agreements that
grant it, on an exclusive basis, all rights in the intellectual property itself,
as well as the right to use the creator's name in the title of the intellectual
property. The intellectual properties division also includes a 51%-owned book
licensing and packaging operation named Tekno Books which focuses on developing
and executing book projects, typically with best-selling authors, which books
are then licensed for publication to book publishers. Tekno Books generates
revenue from new book projects in the form of non-refundable advances paid by
publishers, and from royalties from its library of book titles.

In addition, the Company is a 50% partner in NetCo Partners. NetCo Partners was
formed in June 1995 as a joint venture between the Company and C.P. Group, Inc.,
a company in which best-selling author Tom Clancy is a 50% shareholder. NetCo
Partners is also engaged in the development and licensing of entertainment
properties.

The entertainment retail division operates BIGE.COM, an Internet studio store,
plus seven mall-based retail stores consisting of five in-line studio stores
located in New Jersey and California, one mini in-line store in the Mall of
America in Minnesota, and one Entertainment Super-Kiosk in Florida. The Company
has curtailed its retail store expansion plans and presently is focusing its
retail efforts on development of its e-commerce Internet business. See Note 11.

The Company plans to expand its Internet operations through the acquisition of
HOLLYWOOD.COM, a leading movie information web site, and CinemaSource, Inc.,
which management believes to be the nation's largest distributor of movie
showtimes and related movie information to the Internet industry. These
acquisitions are expected to close during the second quarter of 1999.

The Company has expended significant funds developing its Internet, intellectual
property, entertainment retail, and other businesses. Operating losses since
inception have resulted in an accumulated deficit of 


                                       34
<PAGE>

$36,175,028 at December 31, 1998. The success of the Company's operations in
future years is dependent on its ability to generate adequate revenue to offset
operating expenses. There can be no assurances that the Company will be able to
generate sufficient revenues from these activities to cover its costs and,
therefore, the Company may continue to incur losses.

The Company's management expects to require additional financing for the
expansion of its Internet business (including the expected cash outflows
associated with the pending acquisitions of Hollywood Online and CinemaSource as
discussed in Note 17) and to support working capital requirements in future
years. The Company is currently exploring additional financing alternatives to
allow the Company to finance such expansion. However, there can be no assurances
that such financing alternatives will be available to the Company or will be
implemented on terms favorable to the Company. In the event such financing is
not secured, the Company's Chairman of the Board and Chief Executive Officer and
the Company's Vice Chairman and President, have indicated their intention to
provide the Company, if required, with an amount not to exceed $5.5 million in
order to enable the Company to meet its working capital requirements during
1999; provided, however, that the commitment will terminate in the event the
Company raises no less than $5.5 million from other sources for purposes other
than to finance the acquisition of CinemaSource, as well as from operating cash
flow generated from new businesses acquired. In the event the Company raises
less than $5.5 million, the dollar amount of the commitment will be reduced on a
"dollar for dollar" basis to the extent of such additional funds raised by the
Company. The exact terms of any working capital provided to the Company will be
subject to negotiation with the Board of Directors.

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

      PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company, its
wholly owned subsidiaries, and its 51% and 50.5% owned subsidiaries, Tekno Books
and Fedora, Inc., respectively. All significant intercompany balances and
transactions have been eliminated in consolidation and a minority interest has
been established to reflect the outside ownership of Tekno Books and Fedora,
Inc. The Company's 50% ownership interest in NetCo Partners is accounted for
under the equity method of accounting.

      ACCOUNTING ESTIMATES

The preparation of consolidated 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. Significant estimates made by management include, but are not
limited to, the write down of the assets of its retail operations (see Note 11),
management's estimate of the allowance for doubtful accounts (see Note 13), and
the realizable value of intangible assets. Actual results could differ from
those estimates.

                                       35
<PAGE>

       CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with original maturities of
three months or less to be cash and cash equivalents. Interest bearing amounts
included in cash and cash equivalents were $109,979 and $103,839, at December
31, 1998 and 1997, respectively.

       TRADE RECEIVABLES

Trade receivables consist of receivables from distributors of the Company's
publications and amounts due from publishers relating to signed contracts, to
the extent that the earnings process is complete and amounts are deemed
realizable. Trade receivables are net of an allowance for doubtful accounts of
$39,982 at December 31, 1998 and 1997.

       MERCHANDISE INVENTORIES

Merchandise inventories consist of retail merchandise and are stated at the
lower of cost or market value. Cost is determined by the weighted average
method.

       PROPERTY AND EQUIPMENT

Property and equipment are carried at cost. Depreciation is provided in amounts
sufficient to allocate the cost of depreciable assets to operations over their
estimated service lives, which range from 3 to 5 years, on a straight-line
basis. Leasehold improvements are amortized over the lesser of the terms of the
respective leases or the service lives of the improvements.

       INTANGIBLE ASSETS AND GOODWILL

Purchase price allocations for the acquisition of Tekno Books and Fedora, Inc.
have been made in accordance with Accounting Principles Board ("APB") Opinion
No. 16. Pursuant to APB 16, acquired tangible assets have been recorded at
estimated fair value and acquired liabilities at the present value of amounts
due. The excess of the purchase price, including liabilities assumed, over the
value assigned to net tangible assets acquired has been allocated to either
specifically identified intangibles or goodwill.

"Intangible Assets" consist of the following:
<TABLE>
<CAPTION>
                                                         DECEMBER 31,
                                               ------------------------------
                                                  1998               1997
                                               -----------        -----------
<S>                                            <C>                <C>        
Book contracts acquired with Tekno Books       $      --          $ 1,263,542
Patents and trademarks                             203,368            203,368
                                               -----------        -----------
                                                   203,368          1,466,910
Less accumulated amortization                      (51,963)        (1,303,517)
                                               -----------        -----------
                                               $   151,405        $   163,393
                                               ===========        ===========
</TABLE>

Patents and trademarks are being amortized on a straight-line basis over 17
years. Book contracts, which were being amortized on a straight-line basis over
3 years, became fully amortized during 1997 and the balances were written off in
1998.

                                       36
<PAGE>

Goodwill relating to the acquisition of Tekno Books and Fedora, Inc., amounting
to $388,783, is being amortized on a straight-line basis over 20 years.
Accumulated amortization of goodwill totaled $82,406 and $62,966 as of December
31, 1998 and 1997, respectively.

The Company continually evaluates the amounts of recorded goodwill and the
period over which it is amortized by consideration of events and circumstances
that occur subsequent to its acquisition.

       LONG-LIVED ASSETS

The Company applies the provisions of SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for the Long-Lived Assets to be Disposed
Of". Under the provisions of this statement, the Company has evaluated its
long-lived assets for financial impairment, and will continue to evaluate them
as events or changes in circumstances indicate that the carrying amount of such
assets may not be fully recoverable.

The Company evaluates the recoverability of long-lived assets not held for sale
by measuring the carrying amount of the assets against the estimated
undiscounted future cash flows associated with them. At the time such
evaluations indicate that the future undiscounted cash flows of certain
long-lived assets are not sufficient to recover the carrying values of such
assets, the assets are adjusted to their fair values. Based on these
evaluations, there were no adjustments to the carrying value of long-lived
assets in 1998 or 1997.

The Company evaluates the recoverability of long-lived assets held for sale by
comparing the asset's carrying amount with its fair value less cost to sell. 
During 1998, the Company incurred an impairment charge for long-lived assets to
be disposed of as more fully described in Note 11.

       REVENUE RECOGNITION

Licensing revenues in the form of non-refundable advances and other guaranteed
royalty payments are recognized when the earnings process has been completed,
which is generally upon the achievement of milestones in the
development/publishing of the property. Non-guaranteed royalties based on sales
of licensed products and on sales of books published directly by the Company are
recognized as revenues when earned based on royalty statements or other
notification of such amounts from the publishers.

Revenue relating to the Company's book packaging and licensing operation is
recognized when the earnings process is complete, typically when a publisher
accepts a book for publishing. Advances received from publishers are recorded as
deferred revenues until the book is accepted by the publisher. Revenues are
recorded net of agents' fees. In the book packaging and licensing division,
expenditures for co-editors and permission payments are also deferred and
recorded as prepaid expenses until the book is accepted by the publisher, at
which time such costs are expensed.

Revenue relating to sales at the Company's retail outlets is recognized at the
time of sale. Revenue relating to product sales over the Internet totalling
$71,546 for the period from November 26 through December 31, 1998 is recognized
at the time the order is filled and shipped.

Franchise fee revenue is recognized when all material services or conditions
relating to a franchise agreement have been substantially performed or
satisfied.

       PRE-OPENING EXPENSES

Pre-opening expenses related to new store openings are expensed as incurred.

       BARTER TRANSACTIONS

The Company records the exchange of air time given on the television monitors in
its retail stores and promotional space given on its web site for advertising
air time received on local ABC affiliate television stations at the estimated
fair value of the air time received from the ABC affiliates. The income and
expense are recorded in equal amounts at the time when the advertising air time
is received from ABC. The Company imputed revenues and selling, general and
administrative expenses of $2,130,112 in 1998 and $1,150,000 in 1997 relating to
the ABC Programming Agreement.

       LOSS  PER COMMON SHARE

In February 1997, the Financial Accounting Standards Board issued SFAS No. 128
"Earnings Per Share", which requires companies to present basic and diluted
earnings per share ("EPS") instead of the primary and fully diluted EPS that was
previously required. The Company adopted SFAS No. 128 in 1997. Loss per 


                                       37
<PAGE>

common share is computed by dividing net loss after deducting dividends
applicable to preferred stock, by the weighted average number of common and
common equivalent shares outstanding as follows:
<TABLE>
<CAPTION>
                                                    1998                1997
                                                ------------        -----------
<S>                                             <C>                 <C>         
Net Loss                                        $(10,658,089)       $(2,995,347)
Preferred Stock Dividends                           (293,328)          (236,299)
                                                ------------        -----------
Net Loss Available to Common Shareholders        (10,951,417)        (3,231,646)
Weighted Average Shares Outstanding                7,456,651          6,316,013
                                                ------------        -----------
Loss per Share, Basic and Diluted               $      (1.47)       $     (0.51)
                                                ============        ===========
</TABLE>

Common shares issuable upon conversion of convertible securities and upon
exercise of outstanding options and warrants were excluded from the calculation
of diluted loss per share in 1998 and 1997 because their impact was
anti-dilutive.

       STOCK-BASED COMPENSATION

The Company adopted SFAS No. 123, "Accounting for Stock-Based Compensation" in
1996. SFAS No. 123 allows either adoption of a fair value method of accounting
for stock-based compensation plans or continuation of accounting under APB
Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations with supplemental disclosures. The Company has chosen to account
for all stock-based arrangements under which employees receive shares of the
Company's stock under APB 25 and make the related disclosures under SFAS No.
123. Pro forma loss per share, as if the fair value method had been adopted, is
presented in Note 10. Stock options and warrants granted to non-employees are
accounted for under the fair value method prescribed by SFAS No. 123.

       POST-RETIREMENT BENEFITS

The Company does not currently provide post-retirement benefits for its
employees.

       RECLASSIFICATIONS

Certain reclassifications were made to prior year statements to conform with the
current year's presentation.

(3)       FAIR VALUE OF FINANCIAL INSTRUMENTS:

The carrying amounts of cash and cash equivalents, receivables, accounts
payable, and accrued expenses approximate fair value due to the short maturity
of the instruments. The fair value of capital lease obligations is estimated
using an appropriate valuation method and approximates the carrying amount of
capital lease obligations in the accompanying consolidated balance sheets. The
carrying value of debt, including bank debt and the loan from
shareholders/officers, approximates fair value because the interest rate
reprices with changes in market rates.

(4)      RECENTLY ISSUED ACCOUNTING STANDARDS:

The Company adopted SFAS No. 130, "Reporting Comprehensive Income", in 1998.
This Statement requires that all items that are required to be recognized under
accounting standards as components of 


                                       38
<PAGE>

comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements. Comprehensive income is
defined as the change in equity of a business enterprise during a period from
transactions and other events and circumstances from nonowner sources. Adoption
of this standard did not impact the Company's consolidated financial statements.

The Company adopted SFAS No. 131, "Disclosures about Segments of an Enterprise
and Related Information", in 1998. This Statement establishes standards for
reporting of selected information about operating segments in annual financial
statements and requires reporting of selected information about operating
segments in interim financial reports issued to shareholders. It also
establishes standards for related disclosures about products and services,
geographic areas and major customers. Disclosure regarding the Company's
business segments is contained in Note 16.

(5)  FRANCHISE FEE RECEIVABLE AND FRANCHISE FEE INCOME: 

The Company entered into an amended franchise agreement in 1997, pursuant to
which a franchisee obtained the exclusive rights to open Big Entertainment
in-line studio stores in the Phoenix, Arizona market area in exchange for a
$350,000 territorial exclusivity fee, which was paid during the first quarter of
1998. In order for the franchisee to maintain its territorial rights, the
agreement requires the franchisee to open one store by December 31, 1999 and one
store each year thereafter. The agreement does not require any further
performance by the Company. The Company had the option, exercisable at any time
prior to December 31, 1998, to reacquire the rights to the Phoenix, Arizona
market, provided no such franchised units had already opened, by issuing the
franchisee 100,000 unregistered shares of the Company's common stock. The
Company did not exercise this option. Accordingly, net revenues for 1998 include
franchise fee income of $350,000. At December 31, 1997, the accompanying
consolidated balance sheet reflected the $350,000 franchise fee receivable in 
other receivables and as deferred revenue.

(6)  PROPERTY AND EQUIPMENT, NET:

Property and equipment (excluding equipment under capital leases) consists of:
<TABLE>
<CAPTION>
                                                    DECEMBER 31,
                                          ------------------------------
                                             1998               1997
                                          -----------        -----------
<S>                                       <C>                <C>        
Furniture and fixtures                    $   186,460        $   180,863
Entertainment Super-Kiosks                    185,070          1,003,678
Equipment                                     217,835            212,853
Leasehold improvements                        895,883            545,865
                                          -----------        -----------
                                            1,485,248          1,943,259
Less:  Accumulated depreciation and
               amortization                  (627,453)          (800,408)
                                          -----------        -----------
                                          $   857,795        $ 1,142,851
                                          ===========        ===========
</TABLE>

                                       39
<PAGE>

Equipment under capital leases consists of:
<TABLE>
<CAPTION>
                                               DECEMBER 31,
                                      ------------------------------
                                         1998                1997
                                      -----------        -----------
<S>                                   <C>                <C>        
Equipment                             $ 2,329,147        $ 2,554,846
Entertainment Super-Kiosks              1,116,822          1,164,380
                                      -----------        -----------
                                        3,445,969          3,719,226
Less:  Accumulated depreciation        (1,158,563)          (792,906)
                                      -----------        -----------
                                      $ 2,287,406        $ 2,926,320
                                      ===========        ===========
</TABLE>

Depreciation and amortization expense on property and equipment was $1,076,983
and $831,623 for the years ended December 31, 1998 and 1997, respectively.

(7)  CAPITAL LEASE OBLIGATIONS:

Future minimum lease payments under capital leases together with the present
value of the net minimum lease payments as of December 31, 1998 are as follows:
<TABLE>
         <S>                                                      <C>
         1999                                                     $1,126,738
         2000                                                        936,266
         2001                                                        656,689
         2002                                                        420,288
         2003                                                         77,020
         Thereafter                                                      464
                                                                  ----------
         Minimum lease payments                                    3,217,465
         Less amount representing interest                         (594,218)
                                                                  ----------
         Present value of net minimum lease payments               2,623,247
         Less current portion                                       (882,185)
                                                                  ----------
         Noncurrent portion                                       $1,741,062
                                                                  ==========
</TABLE>

In February 1996, the Company entered into a sale and leaseback transaction (the
"1996 Sale-Leaseback"). Pursuant to the 1996 Sale-Leaseback, the Company sold 18
kiosks to the lessor for $1,080,000 (excluding transaction costs of
approximately $50,000, and fair value of warrants granted of $84,380) and
simultaneously leased the kiosks from the lessor for a term of 39 months with
aggregate rental payments of approximately $35,000 per month. Upon expiration of
the lease, the Company will have the option to repurchase the kiosks for their
fair market value, but in no event more than $108,000 in the aggregate. In May
1998, the Company entered into a second sale and leaseback transaction (the
"1998 Sale-Leaseback") with the same party for 17 additional kiosk units. The
terms of the 1998 Sale-Leaseback are an aggregate sales price of $600,674, which
approximated 75% of the original invoice cost of the units, a 42-month lease
term, monthly payments of approximately $18,300, and a $1 buy-out at the end of
the lease term. The net proceeds to the Company after all transaction costs were
$582,640. These sale-leaseback transactions do not include the underlying mall
leases for the sites of the Company's kiosks, with respect to which the Company
remains liable. As collateral security for these leases, the Company issued an
aggregate of 433,061 shares of its common stock which were placed in escrow (the
"Escrow 


                                       40
<PAGE>

Shares"). The escrow agent continues to hold 394,466 of the Escrow Shares and
the remaining 38,595 Escrow Shares have been returned to Company and cancelled.
In the event that the Company defaults under the agreements for the
Sale-Leaseback, the Escrow Shares held by the escrow agent will be released to
the lessor. While held in escrow, the Escrow Shares will be voted by the lessor
on all matters in accordance with the recommendations of management and neither
the escrow agent nor the lessor will have any dispositive rights with respect
thereto. As additional consideration for the 1996 Sale-Leaseback, the Company
issued to the lessor four-year warrants to purchase 26,739 shares of common
stock, at an exercise price of $8.08 per share. As additional consideration for
the 1998 Sale-Leaseback, the Company issued to the lessor five-year warrants to
purchase 5,203 shares of common stock of an exercise price of $5.775 per share.

(8)  DEBT:

The Company's Chairman and Chief Executive Officer and the Company's Vice
Chairman and President have extended a $1.1 million unsecured line of credit
facility to the Company. The line of credit bears interest at the JP Morgan Bank
prime rate of interest, is prepayable at any time without penalty by the
Company, and is payable on demand of the holders. The outstanding balance under
this line of credit was $100,000 at December 31, 1998 and $85,000 at December
31, 1997. Interest expense on this line of credit amounted to $55,366 and
$19,313 for 1998 and 1997, respectively. The Company's Chairman of the Board and
Chief Executive Officer and the Company's Vice Chairman and President have 
agreed to increase the credit facility that they provide to the Company to a 
maximum of $5.5 million for 1999, upon terms to be agreed upon by these 
executive officers and the Company's Board of Directors.

In August 1997, the Company issued a $650,000 4% convertible debenture to a
single institutional investor. The debenture was convertible by the holder into
shares of the Company's common stock. During 1998, the debenture holder
converted the entire $650,000 debenture plus accrued interest into a total of
173,568 shares of common stock. In conjunction with issuance of the debenture,
the buyer received warrants to buy 32,499 shares of common stock at exercise
prices ranging from $6.00 to $6.53 per share. The warrants expire March 2, 2003.
The Company recorded the convertible debenture net of a discount of $215,500
attributable to the intrinsic value of the nondetachable conversion feature. The
discount was amortized as interest expense from the date of issuance through
April 1998.

In December 1997, the Company established a $5 million credit facility with
BankBoston, which the Company is using to finance the cost of inventories for
its entertainment retail division. The primary obligor on the credit facility is
the Company's wholly owned subsidiary that constitutes the mall-based component
of the Company's entertainment retail division, and the Company is guarantor. As
a result of the phasing out of the Company's traditional retail business, the
Company and BankBoston have agreed to modify the terms of the credit facility.
Under the modified agreement, availability is calculated as a percentage of the
cost of retail inventories less certain allowances and reserves. This
percentage, which was 50% at December 31, 1998, is being reduced by one
percentage point each week beginning the third week in January 1999, with the
outstanding balance to be paid in full by June 30, 1999. Interest is payable
monthly at the prime rate plus 1%. The credit facility includes an annual
commitment fee of 1% and a monthly facility fee of $2,500. BankBoston received
five-year warrants to buy 30,000 shares of the Company's common stock at an
exercise price of $9.68 per share (see Note 10). As of December 31, 1998, the
Company's outstanding balance on the line of credit was $758,917, essentially
utilizing the then available borrowing base. The facility is secured by cash,
inventory and accounts receivable of the Company's entertainment retail
division. All of the financial performance covenants were eliminated from the
credit facility as part of the modification agreement.

                                       41
<PAGE>

(9)  OFFERINGS OF SECURITIES:

In July 1997, the Company sold 1,000,002 shares of its common stock through a
private placement for $3,500,000. The proceeds to the Company from the issuance
of these shares amounted to $3,069,996, net of expenses. The shares issued
through this private placement were restricted from resale for six months from
the date of issuance; accordingly the shares were sold at a 20% discount to the
then current market price of the common stock reflecting the restrictions on
resale. In conjunction with this offering, the placement agent received warrants
to purchase 100,000 shares of common stock. The warrants expire five years from
the date of issuance and have an exercise price of $5.00 per share.

In March and April, 1998, the Company sold 248,053 shares of its common stock to
five accredited investors for gross proceeds of $1,037,500. In conjunction with
the sale of these shares, the Company issued five-year warrants to three
investors to purchase 55,000 shares of the Company's common stock at $4.66 per
share. Costs related to the issuance of these securities totaling $37,500 were
charged to additional paid-in capital. The holders of the above warrants have
the right at any time during the one year period from the date said warrants
were issued to exchange the warrants for an aggregate of 22,145 shares of common
stock.

On June 30, 1998, the Company entered into a private equity line of credit
agreement with two accredited investors and on January 7, 1999, this agreement
was amended to increase the number of shares that could be issued under the
equity line of credit. Pursuant to this agreement, as amended, these investors
issued irrevocable commitments to purchase 433,334 shares of common stock of the
Company over a one-year period. In conjunction with establishment of the equity
line of credit, the Company issued three-year warrants to these investors to
purchase 45,000 shares of the Company's common stock for an average price of
$2.89 per share. The exercise price of the warrants for 20,000 of the shares is
subject to reduction depending on the number of initial shares of the Company's
common stock that the investors still own six months subsequent to their initial
purchase. On June 30, 1998, these investors purchased an initial 100,000 shares
of the Company's common stock at the market price of $5.00 per share. On
November 24, 1998, the Company sold an additional 77,042 shares of common stock
to these investors for $6.49 per share. Gross proceeds of $1,000,000 from the
sale of these securities were received during 1998. Costs related to
establishment of the equity line of credit and for the issuance of the
securities pursuant to this line of credit totaling $99,855 were charged to
additional paid-in capital. In addition, the Company issued 28,000 shares of
common stock to the placement agent as part of this transaction. As of December
31, 1998, these investors remain obligated to purchase an additional 256,292
shares of the Company's common stock, all of which have been sold to these
investors during 1999 for gross proceeds of $2,609,320.

In July 1998, six members of the Company's Board of Directors (including the
Company's Chairman of the Board and Chief Executive Officer, the Company's Vice
Chairman and President, and the Chief Executive Officer of Tekno Books, the
Company's 51%-owned subsidiary) purchased an aggregate of 187,442 shares of the
Company's common stock for $5.00 per share, the then market price of the stock.
In conjunction with the private placement of these shares, the investors
received five-year warrants to purchase an aggregate of 93,721 shares of the
Company's Common stock at $5.00 per share.

On August 21, 1998, the Company's Board of Directors approved a plan for the
repurchase of up to $1.0 million of the Company's common stock. Pursuant to this
plan, during 1998 the Company repurchased 


                                       42
<PAGE>

42,850 shares of its common stock for an aggregate consideration of $103,028, or
an average purchase price of $2.40 per share.

In September and November 1998, the Company sold 250 shares of its 7% Series D
Convertible Preferred Stock (the "Series D Preferred Stock") to two accredited
investors. The Company realized gross proceeds of $2,500,000 from these private
placements, less expenses and placement fees of $281,917. In connection with
this transaction, the Company also issued two five-year warrants to each
investor. The two warrants entitle the investors to purchase the number of
shares of common stock equal to the aggregate purchase price of shares of Series
D Preferred Stock acquired divided by the closing price of the common stock on
the trading date immediately before the date of purchase, multiplied by 20% and
30%, respectively, at exercise prices equal to 150% and 125%, respectively, of
such closing price, subject to certain adjustments. The value of the warrants on
the dates of issuance of $414,372, less expenses of $33,730, has been deducted
from the stated value of the Series D Preferred Stock and is reflected as
warrants outstanding. Commissions and cost of issuance have been prorated
between the Series D Preferred Stock and the warrants. The stock purchase
agreement also provides for the potential issuance of adjustment shares of the
Company's common stock to the holders of the Series D Preferred Stock under
certain limited conditions.

Holders of Series D Preferred Stock are entitled to cumulative dividends at the
annual rate of 7% payable on each conversion date. Each share of Series D
Preferred Stock is convertible by the holder into shares of common stock based
on an initial conversion price equal to 105% of the average of the closing
prices of the common stock for the five trading days ending on the trading day
immediately preceding the closing. All shares of the Series D Preferred Stock
shall be automatically converted into shares of the Company's common stock on
the earlier to occur of (i) September 30, 2001, (ii) the third trading day
immediately preceding the closing of the first sale under a bona fide
underwritten initial public offering of the common stock of Huge Entertainment,
Inc. with net proceeds to Huge Entertainment, Inc. (or any successor of Huge
Entertainment, Inc.) of at least $10,000,000, or (iii) the 10th trading day
immediately preceding the closing of a transaction resulting in a change of
control of the Company. The Company has the option to redeem all or any portion
of the shares of Series D Preferred Stock that are outstanding at the time for a
cash redemption price per share which is equivalent to a 20% premium over the
value that the holder of the preferred shares would realize if the preferred
shares were converted to common stock at the time of redemption. Upon any
liquidation, dissolution or winding up of the Company, holders of Series D
Preferred Stock are entitled to payment of the $10,000 stated value for each
such share plus all due but unpaid dividends before any payment is made to
holders of common stock. The Series D Preferred Stock carries no voting rights
and ranks junior to the Series A, B and C Preferred Stock.

In November 1998, the Company sold 50 shares of its 7% Series D-2 Convertible
Preferred Stock (the "Series D-2 Preferred Stock") to an accredited investor.
The Company realized gross proceeds of $500,000 from this private placement,
less expenses and placement fees of $68,239. In connection with this
transaction, the Company also issued two five-year warrants to the investor. The
warrants entitle the investor to purchase 25,000 shares of the Company's common
stock for $5.175 per share and 16,667 shares for $6.26 per share, both of which
were above market exercise prices at the time the warrants were issued. The
value of the warrants on the date of issuance of $116,941 has been deducted from
the stated value of the Series D-2 Preferred Stock and is reflected as warrants
outstanding.

                                       43
<PAGE>

Each share of Series D-2 Preferred Stock is convertible into shares of common
stock, based on the Series D-2 Preferred Stock's stated value per share of
$10,000 plus accrued but unpaid dividends at a conversion price of $5.00 per
share. Shares of Series D-2 Preferred Stock will be automatically converted into
shares of common stock on the earlier to occur of (i) November 18, 2001, (ii)
the third trading day immediately preceding the closing of the first sale under
a bona fide underwritten initial public offering of the common stock of Huge
Entertainment, Inc. with net proceeds to Huge Entertainment, Inc. (or any
successor of Huge Entertainment, Inc.) of at least $10,000,000 or (iii) the 10th
trading day immediately preceding the closing of a transaction resulting in a
change of control. Other terms of the Series D-2 Preferred Stock, and of the
purchase agreements relating to its sale, are substantially the same as for the
Series D Preferred Stock.

(10)  STOCK OPTION PLANS:

       1993 STOCK OPTION PLAN

Under the Company's 1993 Stock Option Plan (the "1993 Plan"), 1,500,000 shares
of the Company's common stock are reserved for issuance upon exercise of
options. The 1993 Plan is designed to serve as an incentive for retaining
qualified and competent consultants and employees. The Stock Option Committee of
the Company's Board of Directors (the "Committee") administers and interprets
the 1993 Plan and is authorized to grant options thereunder to all eligible
consultants, employees and officers of the Company.

The 1993 Plan provides for the granting of both "incentive stock options" (as
defined in Section 422 of the Internal Revenue Code of 1986, as amended) and
nonqualified stock options. Options are granted under the 1993 Plan on such
terms and at such prices as determined by the Committee. Each option is
exercisable after the period or periods specified in the option agreement, but
no option can be exercised until six months after the date of grant, or after
the expiration of 10 years from the date of grant. Options granted under the
1993 Plan are not transferable other than by will or by the laws of descent and
distribution. The 1993 Plan also authorizes the Company to make loans to
employees to enable them to exercise their options. Such loans must (i) provide
for recourse to the optionee, (ii) bear interest at a rate no less than the rate
of interest payable by the Company to its principal lender at the time the loan
is made, and (iii) be secured by the shares of common stock purchased. No such
loans were made in either 1998 or 1997.

       DIRECTORS STOCK OPTION PLAN

The Company has established the Directors Stock Option Plan for directors, which
provides for automatic grants to each director of options to purchase shares of
the Company's common stock having a market value at the time of grant equal to
$25,000 (i) upon a person's election as a director and (ii) each year thereafter
upon such person's reelection as a director of the Company, in both instances at
an exercise price equal to the fair market value of the common stock on the date
of the grant. A total of 100,000 shares of common stock have been reserved for
issuance upon exercise of options granted under the Directors Stock Option Plan.
Options granted under the Directors Stock Option Plan become exercisable in full
six months after the date of grant and expire five years after the date of
grant. The Board of Directors, at its discretion, may cancel all options granted
under the Directors Stock Option Plan that remain unexercised on the date of
consummation of certain corporate transactions described in the Directors Stock
Option Plan.

                                       44
<PAGE>

A summary of stock option and warrant transactions for the years ended December
31, 1998 and 1997 is as follows:
<TABLE>
<CAPTION>
                                           STOCK OPTIONS                    WARRANTS
                                       ------------------------    ---------------------------
                                                     WEIGHTED                        WEIGHTED
                                                      AVERAGE                         AVERAGE
                                        SHARES     EXERCISE PRICE    SHARES       EXERCISE PRICE
                                       --------    --------------  ----------     --------------
<S>                                     <C>            <C>            <C>            <C>      
OUTSTANDING AT DECEMBER 31, 1996        775,141        $   6.53       620,511        $    8.20
Granted                                 193,484            5.66       169,731             6.12
Cancelled                               (14,284)           7.70          --            --
                                       --------        --------    ----------        ---------
OUTSTANDING AT DECEMBER 31, 1997        954,341            6.34       790,242             7.76
Granted                                 138,780            5.55       760,148             5.05
Exercised                               (14,954)           5.81      (205,500)            3.43
Cancelled                               (98,849)           6.52      (120,000)           13.20
                                       --------        --------    ----------        ---------
OUTSTANDING AT DECEMBER 31, 1998        979,318        $   6.17     1,224,890        $    5.99
                                       ========        ========    ==========        =========
</TABLE>

At December 31, 1998, a total of 584,322 and 21,406 options were available for
future grant under the 1993 Plan and Directors Stock Option Plan, respectively.
Additionally, at December 31, 1998, 782,729 stock options and 1,224,890 warrants
were exercisable. As of the date of this report, options and warrants to 
purchase 48,038 shares of the Company's common stock have been exercised during 
1999, for which the Company has received aggregate proceeds of $145,959.

The weighted average fair value of options and warrants granted in 1998 and 1997
was $1.76 per share and $2.08 per share, respectively.

The exercise prices of some options differ from the market price of the stock on
the grant date. The following table summarizes weighted average exercise prices
and fair value of options and warrants granted whose exercise price equals,
exceeds or is less than the market price of the stock on the grant date:
<TABLE>
<CAPTION>
                                                 1998        1997
                                               --------    --------
<S>                                            <C>         <C>             
Exercise Price Equals Market Price
    Weighted average exercise price            $   5.66         N/A
    Weighted average fair value                    2.40         N/A

Exercise Price Exceeds Market Price
    Weighted average exercise price                5.26    $   6.41
    Weighted average fair value                    1.44        1.83

Exercise Price is Less Than Market Price
    Weighted average exercise price                4.06        4.63
    Weighted average fair value                    2.84        2.67
</TABLE>

                                       45
<PAGE>

The following table summarizes information about stock options and warrants
outstanding at December 31, 1998:
<TABLE>
<CAPTION>
                  OPTIONS AND WARRANTS OUTSTANDING                               EXERCISABLE        
      -----------------------------------------------------------        ----------------------------
                                        WEIGHTED
                                        AVERAGE        WEIGHTED                            WEIGHTED
     RANGE OF                          REMAINING       AVERAGE                             AVERAGE
     EXERCISE           NUMBER        CONTRACTUAL      EXERCISE             NUMBER         EXERCISE
      PRICE          OUTSTANDING     LIFE (YEARS)       PRICE            EXERCISABLE         PRICE
     --------        -----------     ------------      ---------         -----------       --------
<S>                  <C>                  <C>          <C>               <C>               <C> 
$          .01          45,648            6.7          $    0.01            45,648         $    0.01
    3.12- 5.99         939,131            4.7               5.00           798,130              4.99
    6.00- 7.99         810,877            3.5               6.51           805,159              6.51
    8.00-14.75         408,552            4.5               8.64           358,682              8.60
                     ---------                                           ---------
     .01-14.75       2,204,208            4.3               6.13         2,007,619              6.13
                     =========                                           =========
</TABLE>

Had compensation cost for the 1993 Plan and the Directors Stock Option Plan been
determined consistent with SFAS No. 123, the Company's net loss and loss per
share would have increased to the following pro forma amounts:
<TABLE>
<CAPTION>
                                                  1998               1997
                                               ------------      ------------
<S>                     <C>                    <C>               <C>
Net loss                As Reported            $(10,658,089)     $ (2,995,347)
                         Pro Forma              (10,989,891)       (3,336,373)

Basic and diluted       As Reported                   (1.47)            (0.51)
loss per share           Pro Forma                    (1.51)            (0.57)
</TABLE>

The fair value of each option grant is estimated on the date of the grant using
an option pricing model with the following weighted average assumptions used for
grants in 1998 and 1997: risk free interest rate of 4.9% and 5.7%, respectively;
expected lives of 2 years for two year options, 3 years for four year options
and 4 years for five and ten year options; and expected volatility ranging from
36.3% to 70.7% in 1998 and 37.0% in 1997.

In 1998 and 1997, the Company recorded selling, general and administrative
expense of $54,189 and $120,646, respectively, related to stock options granted
on various dates to non-employees of the Company. An additional $19,398 was
capitalized as debt issuance costs representing the value of 11,201 warrants
issued to the lessor and the leasing broker in connection with the 1998
Sale/Leaseback (See Note 7). An additional $53,749 was capitalized as debt
issuance costs during 1997 representing the value of 62,499 warrants issued in
conjunction with obtaining the bank line of credit and issuance of the
convertible debenture (See Note 8). Additionally, the Company increased its
investment in NetCo Partners by $51,363 in 1997 for 75,000 options previously
granted to an outside consultant hired by NetCo Partners.

(11)  RESERVE FOR CLOSED STORES AND LEASE TERMINATION COSTS: 

The Company has aggressively pursued closure of its marginal entertainment
retail kiosks and has closed 29 kiosk locations during 1998. Fifteen of the 29
mall leases were terminated at the expiration of the lease, or at the mutual
consent of the Company and lessor, at no additional cost to the Company. The
Company has 


                                       46
<PAGE>

reached agreement with certain of the other lessors to terminate the leases
based on a maximum rental payment stream to be paid out over time, in most cases
over four months. The Company is currently negotiating with the remaining
lessors to obtain assignment of and/or release from certain of its lease
obligations, which are typically short term in duration. The Company is
presently in discussions with parties who have expressed an interest in
purchasing the remaining mall-based retail store operations, including the
kiosks which are currently in storage. An aggregate charge in the amount of
$1,121,028 was recorded in fiscal 1998 consisting of $653,474 for the write-off
of 10 kiosks which the Company earmarked for abandonment, plus the write down of
other property and equipment of the entertainment retail division, and $467,554
for the estimated cost of the early lease terminations. In addition, in light of
the phase out of its mall-based retail stores, the Company established an
inventory reserve in the amount of $232,383; this reserve increased cost of
sales for 1998. At December 31, 1998, the remaining carrying value of the
inventory and fixed assets of the entertainment retail division (some of which
will be utilized by the Internet e-commerce store) is approximately $4,352,000.

(12)  INCOME TAXES:

The Company is in a loss position for both financial and tax reporting purposes.
The Company follows SFAS No. 109, "Accounting for Income Taxes" which requires,
among other things, recognition of future tax benefits measured at enacted rates
attributable to deductible temporary differences between financial statement and
income tax bases of assets and liabilities and to tax net operating loss
carryforwards to the extent that realization of said benefits is "more likely
than not". The primary item giving rise to such deferred tax asset is a loss
carryforward of approximately $34,868,000 as a result of the operating losses
incurred for the period from inception (January 22, 1993) to December 31, 1998.
However, due to the uncertainty of the Company's ability to generate taxable
income in the future, and, to the extent taxable income is generated in the
future, the uncertainty as to the Company's ability to utilize its loss
carryforwards subject to the "ownership change" provisions of Section 382 of the
U.S. Internal Revenue Code, the Company had established a valuation allowance
for the full amount of the deferred tax asset in 1996. During 1997, based
primarily on taxable income that was expected to be generated upon consummation
of the Huge Entertainment transaction, the Company decreased the valuation
allowance by $1,407,600. The Company currently believes that consummation of the
Huge Entertainment transaction, which entailed a spin-off of the Company's
intellectual properties into a new entity that would also receive additional
intellectual properties contributed by others, is no longer probable. As a
result, the Company has re-established the valuation allowance to the full
amount of the deferred tax asset in 1998.

The loss carryforwards expire as follows:
<TABLE>
                                        <S>              <C>
                                        2009             $    528,000
                                        2010                5,065,000
                                        2011                7,990,000
                                        2012                6,211,000
                                        2013                4,456,000
                                        2018               10,618,000
                                                         ------------
                                                         $ 34,868,000
                                                         ============
</TABLE>

                                       47
<PAGE>

(13)   NETCO PARTNERS:

In June 1995, the Company and C.P. Group, Inc. ("C.P. Group"), a company in
which Tom Clancy is a 50% shareholder, entered into an agreement to form NetCo
Partners (the "NetCo Joint Venture Agreement"). NetCo Partners is engaged in the
publishing and licensing of entertainment properties, including TOM CLANCY'S
NETFORCE.

The Company and C.P. Group are each 50% partners in NetCo Partners. C.P. Group
contributed to NetCo Partners all rights to TOM CLANCY'S NETFORCE, and the
Company contributed to NetCo Partners all rights to TAD WILLIAMS' MIRRORWORLD,
ARTHUR C. CLARKE'S WORLDS OF ALEXANDER, NEIL GAIMAN'S LIFERS, and ANNE
MCCAFFREY'S SARABAND.

The NetCo Joint Venture Agreement provides for an initial term (the "Development
Term") of 5 years during which the partners will jointly develop the contributed
properties. The Development Term may be extended by the mutual consent of the
partners and shall terminate upon 30 days notice to the Company by C.P. Group
should Mitchell Rubenstein cease to be Chief Executive Officer of the Company
and Laurie S. Silvers cease to be the President of the Company. Upon termination
of the Development Term, any undeveloped properties (excluding TOM CLANCY'S
NETFORCE which will remain owned 50% by the Company and 50% by C.P. Group) are
to be returned to their respective contributing partner and any properties in
development or already developed are to be properties of the joint venture which
shall continue until its bankruptcy, dissolution, or the sale of all or
substantially all of its assets.

Pursuant to the terms of the NetCo Partners Joint Venture Agreement, the Company
is responsible for developing, producing, manufacturing, advertising, promoting,
marketing and distributing NetCo Partners' illustrated novels and related
products and for advancing all costs incurred in connection therewith. All
amounts advanced by the Company to fund NetCo Partners' operations are treated
as capital contributions of the Company and the Company is entitled to a return
of such capital contributions before distributions of cash flow are split
equally between the Company and C.P. Group.

NetCo Partners has signed several significant licensing agreements for TOM
CLANCY'S NETFORCE. These agreements include two book licensing agreements for
North American rights to a series of adult and young adult books with the
Berkley Publishing Group, an agreement with ABC for production of TOM CLANCY'S
NETFORCE as a television mini-series, a product placement agreement with Dodge,
a division of Chrysler Corporation, for use of Dodge vehicles in the books, an
audio book agreement with Random House Audio Publishing, and licensing
agreements with various foreign publishers for rights to publish TOM CLANCY'S
NETFORCE books in the eight different languages. NetCo Partners has also entered
into a licensing agreement with HarperCollins for publication of TAD WILLIAMS'
MIRRORWORLD as an illustrated novel. These contracts typically provide for
payment of non-refundable advances to NetCo Partners upon achievement of
specific milestones, and for additional royalties based on sales of the various
products at levels in excess of the levels implicit in the non-refundable
advances. NetCo Partners recognizes revenue pursuant to these contracts when the
earnings process has been completed based on the terms of the various contracts.

                                       48
<PAGE>

The Company records its investment in NetCo Partners under the equity method of
accounting, recognizing 50% of NetCo Partners' income or loss as Equity in
Earnings of NetCo Partners. Since NetCo Partners is a partnership, any income
tax payable is passed through to the partners. The revenues, gross profit and
net income of NetCo Partners for the fiscal years ended December 31, 1998 and
1997 are presented below:
<TABLE>
<CAPTION>
                                                     1998             1997
                                                  ----------       ----------
                   <S>                            <C>              <C>
                   Revenues                       $2,685,928       $6,551,470
                   Gross Profit                    2,052,907        5,477,625
                   Net Income                      1,755,098        5,404,100
</TABLE>

During 1998, NetCo Partners and ABC modified their arrangement, which resulted
in a modification of revenues previously accrued in 1997 under the ABC
mini-series arrangement for NETFORCE. The mini-series arrangement originally
provided for a payment to NetCo Partners of $1.6 million should the NETFORCE
mini-series not air by May 1999 and a minimum guaranteed license fee if it
aired. ABC substantially completed production of the mini-series during 1998 (at
a sizeable cost which was funded entirely by ABC), and the mini-series aired on
ABC for four hours over two nights in February 1999. Under the new arrangement,
NetCo Partners received a $400,000 rights fee during 1998 and future profit
participation in the mini-series in lieu of the original guaranteed license fee.
Accordingly, in 1998 NetCo Partners reversed the $1.6 million fee recorded in
1997 and recognized the $400,000 rights fee. Future revenues under the ABC
mini-series arrangement will be based on profit participation.

As of December 31, 1998, NetCo Partners has $3,621,239 in accounts receivable.
Management of NetCo Partners believes that the receivables will be collected in
full and no reserves have been established.

NetCo Partners' deferred revenues, consisting of advances received but not yet
recognized as income, amounted to $1,918,986 as of December 31, 1998.

As of December 31, 1998, the Company has received cumulative profit
distributions from NetCo Partners since its formation totaling $2,791,574, in
addition to reimbursement of substantially all amounts advanced by the Company
to fund the operations of NetCo Partners.

                                       49
<PAGE>

 (14)  COMMITMENTS AND CONTINGENCIES:

       OPERATING LEASES-

The Company conducts its operations in various leased facilities, including
retail locations, under leases that are classified as operating leases for
financial statement purposes. Certain leases provide for payment of real estate
taxes, common area maintenance, insurance, and certain other expenses,
including, in some instances, contingent rentals based on sales. Lease terms
expire at various dates through the year 2008. Also, certain equipment used in
the Company's operations is leased under operating leases.

Operating lease commitments at December 31, 1998 are as follows:
<TABLE>
                          <S>                               <C>
                          1999                               $   1,227,000
                          2000                                   1,113,000
                          2001                                     939,000
                          2002                                     763,000
                          2003                                     652,000
                          Thereafter                             2,716,000
                                                            --------------
                                   Total                    $    7,410,000
                                                            ==============
</TABLE>

The fixed operating lease commitments detailed above assume that the Company
continues the leases through their initial lease terms. Several leases for the
Company's retail mall locations contain clauses permitting and/or requiring the
Company to terminate the leases at earlier specified dates without penalty in
the event certain predetermined sales levels are not met. In addition, the
Company is currently negotiating the early termination of various operating
leases with an aggregate total commitment of approximately $2,757,000 included
above. The Company expects to negotiate termination and release from these
leases for approximately $269,000, which has been accrued at December 31, 1998
as part of the reserve for closed stores and lease termination costs. Rent
expense, including equipment rentals, was $1,804,734 and $1,694,381 during 1998
and 1997, respectively, and is included in selling, general and administrative
expenses in the accompanying consolidated statements of operations.

       EMPLOYMENT AGREEMENTS-

Effective July 1, 1998, the Company extended its employment agreements with each
of Mitchell Rubenstein, to serve as Chairman of the Board and Chief Executive
Officer, and Laurie Silvers, to serve as Vice Chairman of the Board and
President for an additional five-year term. Mitchell Rubenstein and Laurie
Silvers are also shareholders in the Company. The terms of each of the
employment agreements will automatically be extended for successive one-year
terms unless the Company or the executive gives written notice to the other at
least 90 days prior to the then scheduled expiration date. Each of the
employment agreements provides for an annual salary currently set at $237,000
(subject to cost-of-living increases), an annual bonus of an amount determined
by the Board of Directors (but not less than $25,000), and an automobile
allowance of $650 per month. Each employment agreement generally provides that
the executive will continue to receive his or her salary until the expiration of
the terms of the employment agreements if the executive's employment is
terminated by the Company for any reason other than death, disability or cause
(as defined in the employment agreements), or for a period of 12 months after
termination of the employment agreement as a result of the executive's
disability, and that the executive's estate will receive a lump-sum payment
equal to one year's base salary plus a pro rata portion of any bonus to which
the executive is entitled upon termination of the employment agreement 


                                       50
<PAGE>

by reason of the executive's death. A termination by the Company of the
employment of one of the executives will constitute a termination without cause
of the other executive for purposes of the employment agreements. Each
employment agreement also prohibits the executive from directly or indirectly
competing with the Company for one year after termination of the employment
agreement for any reason except the Company's termination of the executive's
employment without cause. If a Change of Control (as defined in the employment
agreements) occurs, the employment agreements provide for the continued
employment of the executives until the earlier of two years following the Change
of Control or the then scheduled expiration date of the term of employment. In
addition, following a Change of Control, if the executive's employment is
terminated by the Company other than for cause or by reason of the executive's
death or disability, or by the executive for certain specified reasons (such as
a reduction of the executive's compensation or diminution of the executive's
duties), the executive will receive a lump-sum cash payment equal to three times
the executive's then existing base salary and most recent annual bonus. Mitchell
Rubenstein and Laurie Silvers each received compensation for the years ended
December 31, 1998 and 1997 of $303,365 and $218,017, respectively, which is
included in salaries and benefits in the accompanying consolidated statements of
operations. The increase in compensation is primarily because both Mitchell
Rubenstein and Laurie Silvers waived a portion of the salary payable to them
pursuant to the terms of their employment agreements during 1997 and such
amounts were paid to them in 1998 in the form of a bonus.

       CONSULTING AGREEMENTS-

The Company has entered into consulting agreements, with various experts, which
expire through March 2003. Under one such consulting arrangement which expired
during 1997, four of the these consultants (two of which are Directors of the
Company) had the option to receive either cash or stock options to purchase the
Company's common stock, exercisable for nominal consideration, in consideration
for services rendered. The number of shares under such options are determined
based on the fair market value of the Company's common stock at the date of
grant. During 1997 each of the four consultants received stock options with a
fair market value of $12,500, which is reflected as an addition to additional
paid-in-capital in the accompanying consolidated statements of shareholders'
equity. Total expenses relating to these agreements for the year ended December
31, 1997 was $50,000, and is included in selling, general and administrative
expenses in the accompanying consolidated statements of operations.

       SHAREHOLDER/DIRECTOR CONSULTING AGREEMENT-

The Company is obligated under a ten year consulting agreement, which expires
November 2003, to pay Martin Greenberg, the Chief Executive Officer of Tekno
Books (who is also one of its shareholders/directors), $30,000 per year for
services. The agreement can be terminated by either the Company or the
shareholder/director beginning in January 1998 or under certain other
conditions.

The Company is also obligated to pay Greenberg a fee as the exclusive packager
of all books based on the Company's intellectual properties. This packaging fee,
which is typically equal to 25% of the revenues from the books, is paid for the
procurement and delivery of all new text required by the publisher for the
books. During 1998, the Company accrued $61,672 in packaging fees pursuant to
this contract, of which $43,008 was paid and $18,664 remains payable at December
31, 1998.

       LITIGATION-

The Company is a party to various legal proceedings arising in the ordinary
course of business, none of which are expected to have a material adverse impact
on the Company's financial condition or results of operations.

                                       51
<PAGE>

(15)   SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

In 1998 and 1997, the Company entered into capital lease transactions totaling
$309,829 and $966,475, respectively, for equipment.

In 1998, the Company recorded non-cash dividends on its Series A, B, C, D and
D-2 Convertible Preferred Stock in the amount of $233,329, of which $127,151 was
paid through the issuance of 37,100 shares of common stock and $106,178 was
accrued as dividends payable.

In 1998, the Company recorded the conversion of $650,000 of convertible
debentures, plus accrued interest, into 173,568 shares of common stock.

In 1998, the Company issued 236,230 shares of restricted common stock valued at
$796,225 at the time of issuance to officers and employees of the Company as an
incentive stock bonus, including 100,000 shares that vest evenly over 36 months
granted to each of Mitchell Rubenstein, Chairman and Chief Executive Officer,
and Laurie S. Silvers, Vice Chairman and President.

In 1997, the Company recorded dividends on Series A and B Convertible Preferred
Stock in the amount of $155,630, of which $141,709 was paid through the issuance
of 25,737 shares of common stock and $42,850 is accrued as dividends payable.

In 1997, the intrinsic value of the conversion feature of the $650,000
convertible debenture was calculated at $215,500 and recorded as additional
paid-in capital.

In 1997, a franchise fee receivable of $350,000 and deferred revenue of $350,000
were recorded. This fee was received in 1998 and recognized as income in 1998.

(16)  SEGMENT REPORTING:

The Company has two reportable segments: entertainment retail and intellectual
properties. The entertainment retail segment operates retail studio stores,
retail kiosks, and an Internet e-commerce studio store that sell
entertainment-related merchandise. The intellectual properties segment owns or
controls the exclusive rights to certain original characters and concepts
created by best-selling authors and media celebrities, which it licenses across
all media, including books, film and television, multimedia software, toys and
other products.

The accounting policies of the segments are the same as those described in the
summary of significant accounting policies. The Company evaluates performance
based on a comparison of actual profit or loss from operations before income
taxes, depreciation, interest, and nonrecurring gains and losses to budgeted
amounts.

                                       52
<PAGE>

The Company does not have intersegment sales or transfers. The following table
illustrates the financial information regarding the Company's reportable
segments.
<TABLE>
<CAPTION>
                                                              1998             1997     
                                                          -----------       -----------
<S>                                                       <C>               <C>        
REVENUES:
Entertainment Retail                                      $ 8,789,497       $ 7,971,769
Intellectual Properties                                     2,337,019         2,319,678
                                                          -----------       -----------
                                                          $11,126,516       $10,291,447
                                                          ===========       ===========
GROSS PROFIT:
Entertainment Retail                                      $ 3,993,375       $ 3,820,668
Intellectual Properties                                     1,145,758         1,022,790
                                                          -----------       -----------
                                                          $ 5,139,133       $ 4,843,458
                                                          ===========       ===========
DEPRECIATION EXPENSE:
Entertainment Retail                                      $   902,753       $   668,906
Intellectual Properties                                       174,230           162,717
                                                          -----------       -----------
                                                          $ 1,076,983       $   831,623
                                                          ===========       ===========
INTEREST, NET:
Entertainment Retail                                      $   634,186       $   185,218
Intellectual Properties                                       184,663           137,900
                                                          -----------       -----------
                                                          $   818,849       $   323,118
                                                          ===========       ===========

OPERATING LOSS:
Entertainment Retail                                      $(6,302,280)      $(3,035,388)
Intellectual Properties                                    (2,702,817)       (3,465,775)
                                                          -----------       -----------
                                                          $(9,005,097)      $(6,501,163)
                                                          ===========       ===========

CAPITAL EXPENDITURES:
Entertainment Retail                                      $   416,322       $ 1,519,887
Intellectual Properties                                        29,990            65,324
                                                          -----------       -----------
                                                          $   446,312       $ 1,585,211
                                                          ===========       ===========

SEGMENT ASSETS:
Entertainment Retail                                      $ 5,334,664       $ 7,122,240
Intellectual Properties                                     3,235,157         5,517,681
                                                          -----------       -----------
                                                          $ 8,569,821       $12,639,921
                                                          ===========       ===========
</TABLE>

(17)  SUBSEQUENT EVENTS:

 (a)  HOLLYWOOD ONLINE:

On January 10, 1999, the Company entered into a definitive agreement to acquire
Hollywood Online Inc. ("Hollywood Online") from The Times Mirror Company ("Times
Mirror") for $31.0 million. Hollywood Online owns and operates HOLLYWOOD.COM, an
Internet web site for movies, which features an extensive collection of movie
and celebrity-related multimedia, including digitized video and audio clips,
trailers, soundtrack music, photographs, and interactive games. The broad range
of movie information includes current-release movie and video information, daily
Hollywood news, celebrity interviews, coverage of major movie premieres and film
festivals, a movie database, reviews, interactive forums and box-office charts.

                                       53
<PAGE>

Pursuant to the merger agreement, a newly formed subsidiary of the Company will
merge with and into Hollywood Online and the Company will issue to Times Mirror
$31.0 million worth of consideration in the form of common and preferred stock,
and up to $1.0 million cash, such that Times Mirror will not own more than 19.9%
of the outstanding common stock of the Company after giving effect to the
merger. The common stock to be issued will be valued at $12.63953 per share for
purposes of this calculation, which represents the mean of the average closing
bid price for the Company's common stock for the 15 trading days ended January
6, 1999 and the average closing bid price for the Company's common stock for the
15 trading days beginning January 14, 1999. The residual balance will be issued
in the form of shares of a new series of 6% convertible preferred stock and/or
in cash not to exceed $1.0 million.

The Company anticipates seeking shareholder approval of this transaction and
closing on the transaction during the second quarter of 1999. Simultaneous with
execution of the merger agreement, each of Mitchell Rubenstein, Laurie S.
Silvers, Martin H. Greenberg, and Tekno Simon, LLC signed a voting agreement
pursuant to which they each separately agreed to vote their shares in favor of
the acquisition of Hollywood Online as described above. Such shareholders
collectively owned approximately 30% of the outstanding shares of the Company's
common stock at that time.

(b)   CINEMASOURCE:

On March 29, 1999, the Company entered into a definitive agreement to purchase
the assets of CinemaSource, Inc. ("CinemaSource"), a privately held company, for
$6.5 million in cash and 436,191 shares of the Company's common stock.
Alternatively, the Company has the option to pay all cash for CinemaSource in an
amount equal to $6.5 million plus the product of 436,191 times the greater of
$12.50 or the average closing price for the Company's common stock for the ten
trading days ending on the second day preceeding consummation of the
CinemaSource acquisition.

Management believes that CinemaSource is the nation's largest distributor of
movie showtimes and related movie to the information to the Internet industry.
CinemaSource gathers movie data, including showtimes, synopses, photos and
trailers, from theaters across the country, and then sells this data, in a
compiled, organized manner, to both large and small media companies. The growth
in CinemaSource's business is in providing movie showtimes' data to Internet
companies, particularly the portals.

The acquisition of CinemaSource is expected to close during the second quarter
of 1999. The acquisition is subject to customary representations, warranties,
and due diligence (including receipt of audited financial statements for
CinemaSource for 1998 and 1997 that are satisfactory to the Company). In
addition, the Company may, at its option, condition the closing of the
CinemaSource acquisition on the Company's closing of the Hollywood Online
acquisition. As part of the asset purchase agreement, the Company has agreed to
make a loan to the seller to pay the taxes due on the portion of the purchase
price paid in the form of common stock (not to exceed 24% of the value of the
shares at the time of closing) since the shares of the Company's common stock to
be issued in this acquisition are restricted from resale for the first 12 months
following the closing of the transaction, and are subject to volume limitations
regarding resale thereafter.

(c)  FINANCING AGREEMENT:
         
         As more fully described in Note 1, the Company's Chairman of the Board
and Chief Executive Officer and the Company's Vice Chairman and President have
indicated their intention to provide the Company, if required, with an amount 
not to exceed $5.5 million in order to enable the Company to meet its working 
capital requirements.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

         None.

                                       54
<PAGE>
                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT.

DIRECTORS AND EXECUTIVE OFFICERS

         The directors and executive officers of the Company are as follows:
<TABLE>
<CAPTION>
                      NAME                                 AGE                          POSITION
                      ----                                 ---                          --------
<S>                                                         <C>      <C>
Mitchell Rubenstein(1)(2)...............................    45       Chairman and Chief Executive Officer

Laurie S. Silvers(1)(3).................................    47       Vice Chairman, President, and Secretary

Dr. Martin H. Greenberg.................................    58       Chief Executive Officer of Tekno Books and Director

Marci L. Yunes..........................................    40       Chief Financial Officer

Dr. Lawrence Gould(1)(2)(3).............................    68       Director

Harry T. Hoffman(2)(3)..................................    71       Director

E. Donald Lass..........................................    61       Director

Jules L. Plangere, Jr...................................    78       Director

Deborah J. Simon........................................    42       Director
</TABLE>

(1)      Member of the Executive Committee.
(2)      Member of the Compensation and Stock Option Committees.
(3)      Member of the Audit Committee.

         MITCHELL RUBENSTEIN is a founder of the Company and has served as its
Chairman of the Board and Chief Executive Officer since its inception in January
1993. Mr. Rubenstein was a founder of the Sci-Fi Channel, a 24-hour national
cable television network devoted to science fiction, fantasy and horror
programming, that was acquired by USA Network in March 1992. Mr. Rubenstein
served as President of the Sci-Fi Channel from January 1989 to March 1992 and
served as Co-Vice Chairman of the Sci-Fi Channel from March 1992 to March 1994.
Prior to founding the Sci-Fi Channel, Mr. Rubenstein practiced law for 10 years,
including as a partner with Rubenstein & Silvers, a law firm that specialized in
entertainment, cable television and broadcasting law, from 1981 to 1989. Mr.
Rubenstein also co-owned and served as an executive officer of several cable
television systems (including Flagship Cable Partners, which owned a cable
television system serving Boynton Beach and portions of Palm Beach County,
Florida) from 1983 to 1989. Mr. Rubenstein received a J.D. degree from the
University of Virginia School of Law in 1977 and a Masters in Tax Law from New
York University School of Law in 1979. Together 


                                       55
<PAGE>

with Ms. Silvers, Mr. Rubenstein was named Co-Business Person of the Year, City
of Boca Raton, Florida, in 1992. Mr. Rubenstein is married to Laurie S. Silvers.

         LAURIE S. SILVERS is a founder of the Company and has served as its
Vice Chairman, President and Secretary since its inception in January 1993. Ms.
Silvers was a founder of the Sci-Fi Channel, of which she served as Chief
Executive Officer from January 1989 to March 1992 and Co-Vice Chairman from
March 1992 to March 1994. Prior to founding the Sci-Fi Channel, Ms. Silvers
practiced law for 10 years, including as a partner with Rubenstein & Silvers, a
law firm that specialized in entertainment, cable television and broadcasting
law, from 1981 to 1989. Ms. Silvers also co-owned and served as an executive
officer of several cable television systems (including Flagship Cable Partners,
which owned a cable television system serving Boynton Beach and portions of Palm
Beach County, Florida) from 1983 to 1989 and co-owned a television station from
1990 to 1991. Ms. Silvers received a J.D. degree from University of Miami School
of Law in 1977. Ms. Silvers has also served on the Board of Directors of the
Pine Crest Preparatory School, Inc. since 1993. She has been a member of the
Pine Crest Preparatory School, Inc. Board of Advisors (Boca Raton Campus) since
1987, and served as its Chairman from 1995 through 1997. Ms. Silvers has served
as a member of the executive advisory board of the School of Business of Florida
Atlantic University, and has been a member of the Economic Council of Palm Beach
County since 1995. Together with Mr. Rubenstein, Ms. Silvers was voted
Co-Business Person of the Year, City of Boca Raton, Florida, in 1992, and has
been a keynote speaker at various business symposia, including one held at
Harvard Business School. Ms. Silvers is married to Mitchell Rubenstein.

         DR. MARTIN H. GREENBERG has served as a director of the Company since
July 1993, and as a consultant to the Company since February 1993. Since
December 1994, Dr. Greenberg has served as Chief Executive Officer of Tekno
Books, 51% of which is owned by the Company and 49% of which is owned by Dr.
Greenberg. Dr. Greenberg was President and a principal shareholder of Tomorrow,
Inc., a company engaged in book licensing and packaging, from 1990 until its
acquisition by the Company in 1994. See "Certain Relationships and Related
Transactions -- Tekno Books Acquisition." Dr. Greenberg is also co-publisher of
MYSTERY SCENE MAGAZINE, a mystery genre trade journal of which the Company owns
a majority interest. Dr. Greenberg is widely regarded as the leading anthologist
in trade publishing, and has served as editor or author of more than 700 books
in various genre, including science fiction, fantasy, mystery and adventure. Dr.
Greenberg also is the 1995 recipient of the Ellery Queen Award, presented by the
Mystery Writers of America for Lifetime Achievement. Dr. Greenberg is a former
Director of Graduate Studies at the University of Wisconsin - Green Bay.

         MARCI L. YUNES joined the Company in August 1997 as its Chief Financial
Officer. From 1994 through 1997, Ms. Yunes served as Vice President and Chief
Financial Officer for Farm Stores, a 200-unit convenience store chain. From 1988
through 1994, Ms. Yunes was Vice President and Treasurer of Pueblo Xtra
International, Inc., an international supermarket and video store chain. Ms.
Yunes began her career as an auditor with Deloitte Haskins & Sells (now Deloitte
& Touche). She is a Certified Public Accountant and she holds a Masters in
Business Administration from Florida Atlantic University (1992) and a Bachelors
Degree in Accounting from the University of Florida (1979).

         DR. LAWRENCE GOULD has served as a director of the Company since July
1993. From 1962 to 1982 Dr. Gould served as an executive officer of M/A-COM,
Inc., then a New York Stock Exchange listed company engaged in the manufacture
of electronic components and equipment for the defense and communications
industry, including as Chief Executive Officer (1975 to 1982), President (1969
to 1975) and Executive Vice President and Chief Operating Officer (1962 to
1969). He also served as Chairman of 


                                       56
<PAGE>

the Board of M/A-COM, Inc. from 1978 to 1982 and as a consultant to that company
from 1982 to 1990. Dr. Gould's primary business activities since 1990 have been
as Chairman of the Board and principal of several private companies, including
Gould Enterprises, Inc. (resort development) and Point Sebago Enterprises, Inc.
(management of the Point Sebago resort in Maine), since 1974. He has also served
as Chairman of the Board of Camp Sunshine, Inc. at Sebago Lake, a 501(c)(3)
non-profit corporation that provides a respite for families with a critically
ill child, since 1985.

         HARRY T. HOFFMAN has served as a director of the Company since July
1993. From 1979 to 1991, Mr. Hoffman served as President and Chief Executive
Officer of Waldenbooks, Inc., a leading national retailer of books, magazines
and related items. From 1968 to 1978, he served as President and Chief Executive
Officer of Ingram Book Company, a national book wholesaler.

         E. DONALD LASS has served as a director of the Company since July 1993.
In October 1997, he sold his family interest in New Jersey Press, Inc., which
owned two daily newspapers in New Jersey (the ASBURY PARK PRESS, the state's
second largest newspaper, and THE HOME NEWS & TRIBUNE). Prior to the sale, Mr.
Lass served as publisher of both newspapers and, since 1991, served as President
and Chief Executive Officer of New Jersey Press, Inc. The broadcasting assets
owned by New Jersey Press, Inc. - three radio stations in New Jersey and a
television station in Orlando, Florida - were split off into a new entity named
Press Communications. Mr. Lass is an investor in the broadcasting properties and
intends to invest in additional entertainment/media properties through the Lass
Family Trust. Mr. Lass is a graduate of Lafayette College (1960) and the
Columbia University Graduate School of Journalism (1961).

         JULES L. PLANGERE, JR. has served as a director of the Company since
July 1993. Mr. Plangere is the former Chairman of the Board of New Jersey Press,
Inc. and its two subsidiary companies, Asbury Park Press, Inc. and Press
Broadcasting Co. Mr. Plangere held various positions with Asbury Park Press in
his 50-year career, including Production Manager from 1954 to 1974, President
and General Manager from 1974 to 1977, and Publisher and Chief Executive Officer
from 1977 to 1991. In addition, Mr. Plangere is a former member of the Board of
Directors of the New Jersey State Chamber of Commerce, a former member of the
Board of Directors of New Jersey Bell Telephone Co., the former Chairman of the
Board of Trustees of Monmouth University and a present Life Trustee, and the
former President of the New Jersey Press Association.

         DEBORAH J. SIMON has served as a director of the Company since November
1995. Ms. Simon has held the position of Senior Vice President of Simon Property
Group, an Indianapolis-based real estate development and management firm that is
listed on the New York Stock Exchange, since 1991. Prior to that, Ms. Simon
served as Vice President -- Western Region Leasing of the Simon Property Group.
Prior to serving as a leasing representative, Ms. Simon served as director of
internal communications and assistant director of training at the Simon Property
Group. She also has been an independent producer, with several television
credits to her name. A native of Indianapolis, Ms. Simon attended the University
of Southern California. She is a member of the International Council of Shopping
Centers and is a graduate of that organization's leasing institute. She
currently serves on the Board of Directors of the Indianapolis Children's
Museum, Indiana Repertory Theatre, Indianapolis Museum of Art and Circle
Centre's Youth Investment Fund.

         Pursuant to the Simon Stock Purchase Agreement, Tekno Simon, an
affiliate of the Simon Property Group, has the right to designate one nominee to
the Company's Board of Directors until such time as Tekno Simon holds less than
25% of the sum of (i) the shares of Series A Preferred Stock and Series B

                                       57
<PAGE>

Preferred Stock purchased pursuant to the Simon Stock Purchase Agreement (or
shares of common stock issued or issuable upon conversion thereof) and (ii) the
shares of common stock purchased by Tekno Simon in the Company's August 1995
private offering. Certain principal shareholders of the Company, including
Mitchell Rubenstein, Laurie S. Silvers, and Dr. Martin H. Greenberg, have agreed
to vote their shares of common stock in favor of the election of Tekno Simon's
nominee to the Board of Directors. Tekno Simon's current nominee on the Board of
Directors is Deborah J. Simon. See "Certain Relationships and Related
Transactions -- Preferred Stock Investment by Tekno Simon."

         The Company's officers are elected annually by the Board of Directors
and serve at the discretion of the Board. The Company's directors hold office
until the next annual meeting of shareholders and until their successors have
been duly elected and qualified.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10% of
the Company's outstanding common stock, to file with the Securities and Exchange
Commission (the "SEC") initial reports of ownership and reports of changes in
ownership of common stock. Such persons are required by SEC regulation to
furnish the Company with copies of all such reports they file.

         To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company or written representations that no other
reports were required, all Section 16(a) filing requirements applicable to its
executive officers, directors and greater than 10% beneficial owners for the
year ended December 31, 1998 have been complied with.

                                       58
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION. 

         SUMMARY COMPENSATION TABLE. The following table sets forth the
aggregate compensation paid in 1998, 1997 and 1996 to the Chief Executive
Officer, the President, and the Chief Financial Officer, the only executive
officers of the Company whose total annual salary and bonus during 1998 exceeded
$100,000. The Chief Executive Officer and the President are sometimes referred
to herein as the "Named Executive Officers".
<TABLE>
<CAPTION>
                                                                                                     LONG-TERM
                                                                                                    COMPENSATION
                                                        ANNUAL COMPENSATION                            AWARDS
                                               -------------------------------------------   --------------------------------

                                                                                 OTHER       RESTRICTED           SHARES
                                                                                 ANNUAL        STOCK            UNDERLYING
           NAME AND                             SALARY     BONUS              COMPENSATION     AWARDS           OPTIONS/SARS
      PRINCIPAL POSITION          YEAR           ($)        ($)                   ($)            ($)                (#)    
      ------------------          ----         -------     ------             ------------   ----------         ------------
<S>                               <C>          <C>         <C>                   <C>         <C>                  <C>
Mitchell Rubenstein,              1998         235,793     67,572                7,800(1)    306,200(2)             -
Chief Executive Officer           1997         185,217     25,000                7,800(1)       -                 37,500(5)
                                  1996         208,811     25,000                7,800(1)       -                 75,000(5)

Laurie S. Silvers,                1998         235,793     67,572                7,800(1)    306,200(2)             -
President                         1997         185,217     25,000                7,800(1)       -                 37,500(5)
                                  1996         208,811     25,000                7,800(1)       -                 75,000(5)

Marci L. Yunes,                   1998         112,000       -                     -          54,464(4)             -
Chief Financial Officer (3)       1997          38,769       -                     -            -                 50,000(5)
</TABLE>
------------
(1) Represents a car allowance paid to the Named Executive Officer.
(2) Represents 100,000 shares of restricted common stock granted to the Named
    Executive Officers, which vest equally over 36 months beginning July 1,
    1998. The value of the 100,000 shares of restricted common stock as of
    December 31, 1998 was $1,400,000.
(3) Ms. Yunes joined the Company as its Chief Financial Officer on August 18,
    1997.
(4) Represents 10,500 shares of common stock granted to Ms. Yunes at the time
    such shares were issued. The value of the 10,500 shares of common stock as
    of December 31, 1998 was $147,000.
(5) Represents options granted under the Company's 1993 Stock Option Plan (the
    "1993 Plan").

         EMPLOYMENT AGREEMENTS. Effective July 1, 1993, the Company entered into
five-year employment agreements with each of Mitchell Rubenstein, the Company's
Chairman and Chief Executive Officer, and Laurie S. Silvers, the Company's Vice
Chairman and President. Effective July 1, 1998, the Company extended each of
these employment agreements for an additional five-year term. The terms of each
of the employment agreements are automatically extended for successive one-year
terms unless the Company or the Named Executive Officer gives written notice to
the other at least 90 days prior to the then-scheduled expiration date. Each of
the employment agreements provides for an 


                                       59
<PAGE>

annual salary currently set at $237,000 (subject to automatic cost-of-living
increases), an annual bonus in an amount determined by the Board of Directors
(but not less than $25,000) and an automobile allowance of $650 per month.
During 1997 the Named Executive Officers elected to waive a portion of their
base salary.

         Each employment agreement provides that each of the Named Executive
Officers will continue to receive his or her salary until the expiration of the
term of the employment agreements if the Named Executive Officer's employment is
terminated by the Company for any reason other than death, disability or Cause
(as defined in the employment agreements), or for a period of 12 months after
termination of the employment agreement as a result of the Named Executive
Officer's disability, and that the Named Executive Officer's estate will receive
a lump sum payment equal to one year's base salary plus a pro rata portion of
any bonus to which the Named Executive Officer is entitled upon termination of
the employment agreement by reason of the Named Executive Officer's death.

         The term "Cause" is defined in the employment agreements to mean (a) a
Named Executive Officer's act or omission which constitutes a willful and
material breach of such Named Executive Officer's employment agreement which is
not cured within 30 days after such Named Executive Officer's receipt of notice
of such breach, (b) a Named Executive Officer's fraud, embezzlement or
misappropriation of the Company's assets or property, or (c) a Named Executive
Officer's conviction for a criminal act that is a felony. A termination by the
Company of one of the Named Executive Officer's employment without Cause will
constitute a termination without Cause of the other Named Executive Officer for
purposes of the employment agreements. Each employment agreement also prohibits
the Named Executive Officer from directly or indirectly competing with the
Company for one year after termination of the employment agreement for any
reason except the Company's termination of the Named Executive Officer's
employment without Cause.

         If a Change of Control (as defined in the employment agreements)
occurs, the employment agreements provide for the continued employment of the
Named Executive Officers until the earlier of two years following the Change of
Control or the then-scheduled expiration date of the term of employment. The
term "Change of Control," as used in the employment agreements, is defined to
mean (a) any person's or group's acquisition of 20% or more of the combined
voting power of the Company's outstanding securities, or (b) in the event of any
cash tender or exchange offer, merger or other business combination, sale of
assets or contested election, the persons who were directors of the Company
prior to such transaction ceasing to constitute a majority of the Board of
Directors following the transaction. In addition, following a Change in Control,
if the Named Executive Officer's employment is terminated by the Company other
than for Cause or by reason of the Named Executive Officer's death or
disability, or by the Named Executive Officer for certain specified reasons
(such as a reduction of the Named Executive Officer's compensation or diminution
of the Named Executive Officer's duties), the Named Executive Officer will
receive a lump sum cash payment equal to three times the Named Executive
Officer's then-existing base salary and most recent annual bonus.

         OPTION GRANTS IN LAST FISCAL YEAR. No individual grants of stock
options were made during the fiscal year ended December 31, 1998 to the
executive officers named above.

                                       60
<PAGE>

         STOCK OPTION EXERCISES DURING 1998 AND STOCK OPTIONS HELD AT END OF
1998. The following table indicates the total number of shares acquired on
exercise of stock options during 1998 and the value realized therefrom, as well
as the total number and value of exercisable and unexercisable stock options
held by each executive officer as of December 31, 1998:
<TABLE>
<CAPTION>
                                                                NUMBER OF SECURITIES                  VALUE OF UNEXERCISED
                              NUMBER OF                        UNDERLYING UNEXERCISED                 IN-THE-MONEY OPTIONS
                                SHARES                       OPTIONS AT FISCAL YEAR END                AT FISCAL YEAR END
                               ACQUIRED       VALUE        ------------------------------       -----------------------------
           NAME              ON EXERCISE     REALIZED      EXERCISABLE      UNEXERCISABLE       EXERCISABLE     UNEXERCISABLE
           ----              -----------     --------      -----------      -------------       -----------     -------------
<S>                             <C>            <C>           <C>                <C>             <C>              <C>      
Mitchell Rubenstein               -            $   -         166,875            18,125          $ 1,200,450      $ 108,750
Laurie S. Silvers                 -            $   -         166,875            18,125          $ 1,200,450      $ 108,750
Marci L. Yunes                  12,500         $ 93,525         -               37,500          $     -          $ 318,075
</TABLE>

         STOCK OPTION PLAN. Under the 1993 Plan, 1,500,000 shares of common
stock are reserved for issuance upon exercise of options. The 1993 Plan is
designed to serve as an incentive for retaining qualified and competent
consultants and employees. The Stock Option Committee of the Company's Board of
Directors (the "Committee") administers and interprets the 1993 Plan and is
authorized to grant options thereunder to all eligible consultants and
employees, including officers of the Company.

         The 1993 Plan provides for the granting of both "incentive stock
options" (as defined in Section 422 of the Code) and nonqualified stock options.
Options are granted under the 1993 Plan on such terms and at such prices as
determined by the Committee. Each option is exercisable after the period or
periods specified in the option agreement, but no option can be exercised until
six months after the date of grant or more than 10 years from the date of grant.
Options granted under the 1993 Plan are not transferable other than by will or
by the laws of descent and distribution. The 1993 Plan also authorizes the
Company to make loans to optionees to enable them to exercise their options.
Such loans must provide for recourse to the optionee, be interest-bearing and be
secured by the shares of common stock purchased.

         Except for certain options granted pursuant to the consulting
agreements (see "Certain Relationships and Related Transactions -- Consulting
Agreements"), the exercise price of all options granted under the 1993 Plan will
not be less than 85% of fair market value of common stock on the date of grant.

         As of March 17, 1999, options to purchase 634,964 shares of common
stock were outstanding under the 1993 Plan and options to purchase 74,562 shares
of common stock issued under the 1993 Plan had been exercised.

         LONG-TERM INCENTIVE AND PENSION PLANS. The Company does not have any
other long-term incentive or pension plans.

         COMPENSATION OF DIRECTORS. Directors of the Company who are neither
employees nor consultants ("non-employee directors") are compensated at the rate
of $1,000 for each meeting of the Board of Directors attended, and all directors
are reimbursed for travel and lodging expenses in 


                                       61
<PAGE>

connection with their attendance at meetings. The Company has established for
the non-employee directors the Director's Stock Option Plan (the "Directors
Plan"), which provides for automatic grants to each non-employee director of
options to purchase shares of common stock having a market value at the time of
grant equal to $25,000 (i) upon a person's election as a director and (ii) each
year thereafter upon such person's reelection as a director of the Company, in
both instances at an exercise price equal to the fair market value of the common
stock on the date of the grant. A total of 100,000 shares of common stock have
been reserved for issuance upon exercise of options granted under the Directors
Plan. Options to issue 78,594 shares of common stock have been issued under the
Directors Plan. Options granted under the Directors Plan become exercisable six
months after the date of grant and, except as otherwise approved by the Board,
expire five years after the date of grant. The Board of Directors, in its
discretion, may cancel all options granted under the Directors Plan that remain
unexercised on the date of consummation of certain corporate transactions
described in the Directors Plan. The Directors Plan will terminate in July 2003
unless sooner terminated under the provisions thereof. As of March 17, 1999,
options to purchase shares of common stock have been issued to the Company's
current directors under the Directors Plan as follows:
<TABLE>
<CAPTION>
                                      NUMBER OF
                                   SHARES SUBJECT         EXERCISE                                 EXPIRATION
      NAME OF DIRECTOR               TO OPTIONS             PRICE            GRANT DATE               DATE       
      ----------------             --------------         --------           ----------            ----------
<S>                                      <C>                <C>                 <C>                  <C>
Dr. Lawrence Gould                       3,125              $8.00               11/1/93              11/1/03
                                         4,762              $5.25               8/23/96              8/23/01
                                         4,107              $5.13                3/2/98               3/2/03
                                         5,719              $5.0625              7/2/98               7/2/03

Harry T. Hoffman                         3,125              $8.00               11/1/93              11/1/03
                                         4,762              $5.25               8/23/96              8/23/01
                                         4,107              $5.13                3/2/98               3/2/03
                                         5,719              $5.0625              7/2/98               7/2/03

E. Donald Lass                           4,107              $5.13                3/2/98               3/2/03
                                         5,719              $5.0625              7/2/98               7/2/03

Jules L. Plangere, Jr.                   4,107              $5.13                3/2/98               3/2/03
                                         5,719              $5.0625              7/2/98               7/2/03

Deborah J. Simon                         4,166              $6.00               11/8/95              11/8/05
                                         4,762              $5.25               8/23/96              8/23/01
                                         4,107              $5.13                3/2/98               3/2/03
                                         5,719              $5.0625              7/2/98               7/2/03
</TABLE>

         See "Certain Transactions -- Consulting Agreements" for a description
of consulting agreements between the Company and certain of its directors.

                                       62
<PAGE>

         COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. All
compensation decisions during 1998 were made by the Compensation Committee,
which consisted of Mitchell Rubenstein and two independent directors, Harry T.
Hoffman and Dr. Lawrence Gould.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table sets forth certain information regarding the
beneficial ownership of the Company's common stock as of March 17, 1999 by (i)
each of the shareholders of the Company who owns more than 5% of the outstanding
shares of common stock, (ii) each director of the Company, (iii) the Named
Executive Officers of the Company, and (iv) all directors and executive officers
of the Company as a group. Except as otherwise indicated, the Company believes
that all beneficial owners named in the table have sole voting and investment
power with respect to all shares of common stock beneficially owned by them.
<TABLE>
<CAPTION>

                                                                                               PERCENTAGE OF
NAME AND ADDRESS OF                                                  NUMBER OF SHARES            BENEFICIAL
BENEFICIAL OWNER(1)                                                 BENEFICIALLY OWNED           OWNERSHIP
-------------------                                                 ------------------         --------------
<S>                                                                     <C>                         <C>
Mitchell Rubenstein(2)..................................                2,168,153                   23.5%
Laurie S. Silvers(2)....................................                2,168,153                   23.5%
Gannett Co., Inc.(3)....................................                  758,229                    8.4%
Tekno Simon, LLC(4).....................................                  580,517                    6.3%
Auric Partners Limited Partnership(5)...................                  500,000                    5.6%
Dr. Martin H. Greenberg(6)..............................                  333,200                    3.7%
Dr. Lawrence Gould(7)...................................                   92,713                    1.0%
Harry T. Hoffman(8).....................................                   17,713                       *
Jules L. Plangere, Jr.(9)...............................                   96,590                    1.1%
E. Donald Lass(10)......................................                   66,590                       *
Deborah J. Simon(8)(11).................................                   18,754                       *
Marci L. Yunes..........................................                   20,500                       *
All directors and executive officers of the Company as a
  group (nine persons)(11)(12)..........................                2,814,213                   29.8%
</TABLE>
------------
 *   Less than 1%

(1)  Except as noted in this footnote, the address of each beneficial owner is
     in care of the Company at 2255 Glades Road, Suite 237 West, Boca Raton,
     Florida 33431. The business address of Gannett Co., Inc. is 1100 Wilson
     Boulevard, Arlington, VA 22234. The business address of Tekno Simon, LLC is
     115 W. Washington Street, Indianapolis, Indiana 46204. The business address
     of the Amway Corporation is 7575 East Fulton Road, Ada, Michigan 49355.
(2)  All such shares owned by Mr. Rubenstein and Ms. Silvers are held by them as
     tenants by the entirety. Includes an aggregate of 333,750 shares of common
     stock issuable pursuant to stock 


                                       63
<PAGE>

     options and 15,000 shares of common stock issuable pursuant to warrants
     held by Mr. Rubenstein and Ms. Silvers that are currently exercisable.
(3)  Includes 100,000 shares of common stock issuable pursuant to currently
     exercisable stock options.
(4)  Includes 217,600 shares of Series A Preferred Stock and 122,846 shares of
     Series B Preferred Stock. The Series A Preferred Stock and Series B
     Preferred Stock vote together with the common stock as a single class
     (except as required by law), with the Series A Preferred Stock and Series B
     Preferred Stock having one vote per share.
(5)  As per Schedule 13G filed on January 15, 1999, by Amway Corporation as
     General Partner of Auric Partners Limited Partnership.
(6)  Includes (i) 91,667 shares of common stock owned by Dr. Greenberg's spouse,
     (ii) 33,403 shares of common stock issuable pursuant to stock options that
     are currently exercisable or are exercisable within 60 days of the date
     above, and (iii) 13,721 shares of common stock issuable pursuant to
     currently exercisable warrants.
(7)  Includes (i) 17,713 shares of common stock issuable pursuant to currently
     exercisable stock options and (ii) 25,000 shares of common stock issuable
     pursuant to currently exercisable warrants.
(8)  Represents shares of common stock issuable pursuant to currently
     exercisable stock options.
(9)  Includes (i) 21,590 shares of common stock issuable pursuant to currently
     exercisable stock options and (ii) 25,000 shares of common stock issuable
     pursuant to currently exercisable warrants.
(10) Includes (i) 21,590 shares of common stock issuable pursuant to currently
     exercisable stock options and (ii) 15,000 shares of common stock issuable
     pursuant to currently exercisable warrants.
(11) Does not include the shares of common stock, Series A Preferred Stock and
     Series B Preferred Stock owned by Tekno Simon, LLC, with respect to which
     Ms. Simon disclaims beneficial ownership. Tekno Simon is controlled by
     Melvin Simon, Deborah J. Simon's father.
(12) Includes 464,513 shares of common stock issuable pursuant to options that
     are currently exercisable or are exercisable within 60 days of the date
     above, and 93,721 shares of common stock issuable pursuant to currently
     exercisable warrants.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

ORGANIZATION OF THE COMPANY

         In connection with the organization of the Company, the subscription
agreements entered into with Mitchell Rubenstein, Laurie S. Silvers, Dr. Martin
H. Greenberg, James R. Fisher and Louis Taylor grant each of such persons
certain "piggyback" registration rights under the Securities Act of 1933, as
amended (the "Securities Act") for the shares issued to them pursuant to such
agreements. Pursuant to such registration rights, each of these individuals is
entitled, subject to certain exceptions, to have all or part of their shares of
the Company's common stock included, at the Company's expense, in any
registration statement filed by the Company under the Securities Act.

GANNETT CO., INC./ASBURY PARK PRESS

         In 1995, the Company granted Asbury Park Press an option to purchase
100,000 shares of common stock at a price of $6.13 per share (the "Asbury
Option"). The Asbury Option is exercisable until July 2000. In October 1997,
Gannett Co., Inc. ("Gannett") acquired 100% of the outstanding stock of Asbury
Park Press.

                                       64
<PAGE>

         During 1998, The Company entered into a web site affiliation agreement
with USA Today Information Network ("USA Today"), a subsidiary of Gannett. Under
this agreement, the Company became the exclusive vendor of movie studio-licensed
merchandise on USATODAY.COM, USA Today's web site. USA Today agreed to
continuously promote the Company's Internet studio store on its home page and on
other pages throughout the USA Today web site throughout the term of the
agreement. In consideration of the exclusive arrangement, the Company agreed to
pay USA Today a percentage of the net transaction revenues generated by
customers who access the Company's web site through the USA Today site, with a
minimum transaction guarantee. The Company currently has no other outstanding
agreements with Gannett, or its wholly-owned subsidiary Asbury Park Press, other
than certain "piggyback" registration rights granted to it in connection with
the purchase of its shares of the Company's common stock.

TEKNO BOOKS

         During the fourth quarter of 1994, the Company acquired a controlling
interest in the book licensing and packaging business (now called Tekno Books)
conducted by Dr. Martin H. Greenberg, a director of the Company, and Tomorrow,
Inc., a corporation owned by Dr. Greenberg and his wife, Rosalind Greenberg (the
"Tekno Books Acquisition"). The total purchase price was $1,600,000, $500,000 of
which was paid in cash and the balance of which was paid in shares of the
Company's common stock valued at the then-current market price. As a result of
this acquisition, the book licensing and packaging business formerly conducted
by Dr. Greenberg and Tomorrow, Inc. is now held in Tekno Books, 51% of which is
owned by the Company and 49% of which is owned by Dr. Greenberg. Dr. Greenberg
serves as Chief Executive Officer of Tekno Books.

         The Tekno Books Acquisition was effected through the following
transactions: (i) a newly formed subsidiary of the Company merged with Tomorrow,
Inc., whereupon Dr. Greenberg and his wife, Rosalind Greenberg, the sole
shareholders of Tomorrow, Inc., received an aggregate of 183,334 shares of
common stock in exchange for their shares; (ii) following the merger, Tomorrow,
Inc. (which was then a wholly-owned subsidiary of the Company) and Dr. Greenberg
formed a partnership ("Tekno Books"), to which Tomorrow, Inc. contributed all of
its assets in exchange for a 34.375% interest and Dr. Greenberg contributed
substantially all of his rights, including royalties and other income, to
market, sell and distribute books, magazines and other publications packaged,
printed, produced, published and/or otherwise created by him or pursuant to any
contract between him and any author or collaborator in exchange for a 65.625%
interest; and (iii) the Company purchased from Dr. Greenberg a 16.625% interest
in Tekno Books for $500,000 cash. The Company also agreed to repurchase up to
50,000 of the shares of common stock issued to Dr. Greenberg and his wife in the
Tekno Books Acquisition at a price of $6.00 per share if either (i) the Company
raised in excess of $1,000,000 in capital through the sale of its securities
prior to September 9, 1995 and they so elect, or (ii) they otherwise request the
Company to do so at certain times prior to May 1996. The Greenbergs did not
exercise such rights and such rights have expired.

CONSULTING AGREEMENTS

         In 1993, the Company entered into a consulting agreement with Dr.
Martin H. Greenberg pursuant to which Dr. Greenberg agreed to render advisory
and consulting services to the Company, including identifying best-selling
authors to create characters for the Company and negotiating agreements with
such authors, arranging for the publication of prose novels and anthologies for
children 


                                       65
<PAGE>

and adults based on the Company's characters, and attending trade shows and
conventions on the Company's behalf. The consulting agreement will expire in
November 2003, unless terminated earlier, which termination may take place only
under certain conditions. Pursuant to the consulting agreement, in November 1993
Dr. Greenberg began receiving consulting fees of $30,000 per year and was
granted an option to purchase 6,250 shares of common stock at an exercise price
of $8.00 per share. In connection with the Tekno Books Acquisition, the
consulting agreement was amended on December 9, 1994 (i) to provide that Dr.
Greenberg will have the exclusive right to package novelizations based on the
Company's entertainment properties, and (ii) in lieu of future annual stock
option grants to which Dr. Greenberg was entitled under the original agreement,
to grant Dr. Greenberg options to purchase 17,778 shares of common stock at an
exercise price of $8.4375 per share.

         In 1993, the Company entered into consulting agreements with each of
Messrs. Jules L. Plangere, Jr., E. Donald Lass, Robert E. McAllan and Alfred D.
Colantoni (individually, a "Consultant" and collectively, the "Consultants"),
pursuant to which each Consultant agreed, in his individual capacity, to render
advisory and consulting services to the Company with respect to the publishing,
communications and printing industries. Throughout the term of these consulting
agreements, each of the consultants was an executive officer of Asbury Park
Press, and Messrs. Plangere and Lass served as directors of the Company. In
consideration for their services, each Consultant receives at the end of each
six-month period during the term of the agreements $12,500, at the option of the
Consultant, in cash or in stock options exercisable for nominal consideration,
to purchase a number of shares of common stock having a market value at the time
of payment equal to $12,500. The consulting agreements were scheduled to expire
in July 1995. In May 1995, the Company extended the term of the consulting
agreements for a two-year period, provided that all subsequent compensation
thereunder shall be payable solely in stock options. The consulting agreements
expired in 1997 and have not been renewed by mutual agreement of the parties.

AUGUST 1995 PRIVATE OFFERING

         Pursuant to registration rights granted in connection with a 1995
private offering, the Company has registered the 650,000 shares of common stock
sold therein for resale under the Securities Act by the holders thereof. Asbury
Park Press and Tekno Simon each invested in the private offering $1,000,000 for
160,000 shares of common stock. Contemporaneously with the private offering, the
Company also entered into an agreement to sell to two investors, for $250,000
and $249,600, respectively, immediately exercisable four-year warrants to
purchase an aggregate of 240,000 shares of common stock at an exercise price of
$6.25 per share. One of the two investors exercised the option to purchase
120,000 shares of common stock during 1998.

INVESTMENTS BY AFFILIATE OF THE SIMON PROPERTY GROUP

         Pursuant to a 1995 stock purchase agreement with Tekno Simon, an
affiliate of the Simon Property Group, and its Co-Chairman, Melvin Simon, Tekno
Simon invested $2,000,000 in shares of the Company's Series A Preferred Stock
and Series B Preferred Stock.

         The Series A Preferred Stock has a stated value of $6.25 per share and
accrues non-cash dividends, payable quarterly in shares of common stock based on
prevailing market prices for the common stock. The dividends accrue on the
stated value of the outstanding shares of the Series A Preferred Stock at a
variable rate equal to a specified bank prime rate (7.75% as of the date
hereof). 


                                       66
<PAGE>

During the two-year period commencing on November 28, 1995, the Series A
Preferred Stock was convertible at the option of the holder into shares of
common stock on a one-for-one basis. This conversion option was not exercised.
The Series A Preferred Stock is redeemable at any time after November 28, 1997
at the Company's option for $7.1875 per share in cash. Except as otherwise
required by law, the holders of the Series A Preferred Stock will be entitled to
vote together with the holders of common stock on all matters, with each share
of Series A Preferred Stock having one vote. The Series A Preferred Stock will
have a liquidation preference of $7.1825 per share over the common stock. The
holders of the Series A Preferred Stock have certain demand and "piggyback"
registration rights to have such shares and the shares of common stock issued
upon conversion thereof or as dividends thereunder registered by the Company for
sale by such holders under the Securities Act.

         The terms of the Series B Preferred Stock are identical to those of the
Series A Preferred Stock, except the Series B Preferred Stock contains a
purchase price adjustment provision, based on the market price of the common
stock at the time of each funding. The Series B Preferred stock has a stated
value of $5.21, after giving effect to the purchase price adjustment provision.

         Pursuant to the Simon Stock Purchase Agreement, Tekno Simon has the
right to designate one nominee to the Company's Board of Directors until such
time as Tekno Simon holds less than 25% of the sum of (i) the shares of Series A
Preferred Stock purchased pursuant to the stock purchase agreement (or shares of
common stock issued or issuable upon conversion thereof), and (ii) the shares of
common stock purchased by Tekno Simon in 1995. Certain principal shareholders of
the Company, including Mitchell Rubenstein, Laurie S. Silvers and Dr. Martin H.
Greenberg, have agreed to vote their shares of common stock in favor of the
election of Tekno Simon's nominee to the Board of Directors. Tekno Simon's
current nominee on the Board of Directors is Deborah J. Simon.

         The Simon Property Group and other affiliates of Tekno Simon are party
to leases with the Company for the Company's Entertainment SuperoKiosk in
Florida, its mini in-line store at the Mall of America, plus one additional
lease for a kiosk space in Indiana that the Company has vacated. The Company is
also a party to leases with other major mall developers that are not affiliates
of Tekno Simon, as the Company is under no obligation to enter into leases
exclusively with the Simon Property Group and other affiliates of Tekno Simon.

INVESTMENT BY THE COMPANY'S DIRECTORS

         In July 1998, six members of the Company's Board of Directors
(including the Company's Chairman of the Board and Chief Executive Officer, the
Company's Vice Chairman and President, and the Chief Executive Officer of Tekno
Books, the Company's 51%-owned subsidiary) purchased an aggregate of 187,442
shares of the Company's Common stock for $5.00 per share, the then market price
of the stock. In conjunction with the private placement of these shares, the
investors received five-year warrants to purchase an aggregate of 93,721 shares
of the Company's common stock at $5.00 per share.

LINE OF CREDIT

         Pursuant to a promissory note, the Company's Chairman of the Board and
Chief Executive Officer and the Company's Vice Chairman and President extended
to the Company a $1.1 million unsecured line of credit facility providing for
interest only payments calculated at the JP Morgan Bank prime rate of interest;
prepayable at any time without penalty by the Company; and payable on demand 


                                       67
<PAGE>

of the holders. The outstanding balance under this line of credit was $100,000
at December 31, 1998 and as of March 17, 1999, the balance had been repaid in
full.

APPROVAL OF AFFILIATED TRANSACTIONS

         All existing transactions between the Company and its directors,
executive officers and principal shareholders are and all such future
transactions will be on terms no less favorable than could be obtained from
unaffiliated third parties and have been and will be approved by a majority of
the independent, disinterested directors of the Company.

                                       68
<PAGE>

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

             (A)  EXHIBITS:
<TABLE>
<CAPTION>
                                                                  PAGE NUMBER OR
                                                                 INCORPORATED BY
  EXHIBIT    DESCRIPTION                                         REFERENCE FROM
-----------  -----------                                         ---------------
<S>         <C>                                                  <C>

3.1         Articles of Incorporation as amended                            (14)

3.2         Bylaws                                                           (2)

4.1         Form of Common Stock Certificate                                 (2)

4.2         Rights Agreement dated as of August 23, 1996 between
            the Company and American Stock Transfer & Trust
            Company, as Rights Agent                                         (3)

4.3         Articles of Amendment to Articles of Incorporation of
            the Company for Designation of Preferences, Rights
            and Limitation of 7% Series D Convertible Preferred
            Stock                                                           (14)

4.4         Articles of Amendment to Articles of Incorporation
            dated November 25, 1998                                         (15)

10.1        Executive Compensation Plans and Arrangements                    (1)

            (a) Employment Agreement between the Company and
                Mitchell Rubenstein                                          (2)
            (b) Extension and Amendment Agreement between the
                Company and Mitchell Rubenstein entered into as
                of July 1, 1998                                             (14)
            (c) Employment Agreement between the Company and
                Laurie S. Silvers                                            (2)
            (d) Extension and Amendment Agreement between the
                Company and Laurie Silvers entered into as of
                July 1, 1998                                                (14)
            (e) 1993 Stock Option Plan, as amended effective July
                2, 1998                                                     (14)
            (f) Directors Stock Option Plan, as amended effective
                July 2, 1998                                                (14)
            (g) Promissory Note dated March 18, 1997 between the
                Company as borrower and Mitchell Rubenstein and
                Laurie S. Silvers as lenders                                 (9)

            (h) Form of Indemnification Agreement between the 
                Company and each of its Directors and Officers               (2)

10.2        Consulting Agreement dated February 7, 1993, between
            the Company and Dr. Martin H. Greenberg, and
            Amendment dated as of July 14, 1993                              (2)

                               69
<PAGE>

10.3        Form of Consulting Agreement between the Company and
            each of Jules L. Plangere, Jr., E. Donald Lass,
            Robert E. McAllan and Alfred D. Colantoni                     (1)(2)

10.4        Sublease and Assignment Agreement dated June 1, 1993,
            between Titan I Corp. and the Company                            (2)

10.5        Form of Agreement between the Company and authors                (2)

10.6        Amendment No. 2 to Consulting Agreement, between the
            Company and Martin H. Greenberg                               (1)(4)

10.7        Agreement dated April 24, 1995 with Warner Books                 (5)

10.8        Agreement dated April 27, 1995 with Miramax Films                (5)

10.9        NetCo Partners Joint Venture Agreement dated June 29,
            1995 with C.P. Group, Inc.                                       (5)

10.10       Preferred Stock Purchase Agreement dated November 8,
            1995 between the Company and Tekno Simon LLC                     (6)

10.11       Registration Rights Agreement dated November 8, 1995
            with Tekno Simon, LLC                                            (6)

10.12       Voting Agreement dated November 8, 1995 with Tekno
            Simon, LLC                                                       (6)

10.13       Franchise Agreement with Martin Ergas                            (7)

10.14       Amendment to Franchise Agreement with Martin Ergas              (11)

10.15       Master Equipment Lease Agreement with Financing for
            Science International, Inc.                                      (7)

10.16       Agreement dated February 22, 1996 with Alliance
            Communications                                                   (7)

10.17       Amendment dated as of October 15, 1996 to Preferred
            Stock Purchase Agreement dated November 8, 1995                  (8)

10.18       Preferred Stock Purchase Agreement dated as of
            December 20, 1996 between the Company and Auric
            Partners Limited                                                 (8)


                               70
<PAGE>

10.19       Form of Stock Purchase Agreement between the Company
            and Individual Investors                                        (12)

10.20       Master Agreement of Terms and Conditions for Lease
            dated as of November 13, 1997 between TLP Leasing
            Programs, Inc. and Big Entertainment, Inc.                      (11)

10.21       Master Equipment Lease Agreement No. 0039 Dated
            October 20, 1997 between Big Entertainment, Inc. and
            Phoenix Leasing Incorporated                                    (11)

10.22       Loan and Security Agreement dated as of December 30,
            1997 between BankBoston Retail Finance Inc. and Tekno
            Comix, Inc.                                                     (10)

10.23       Master Note dated December 30, 1997 between Tekno
            Comix, Inc., as Borrower, and BankBoston Retail
            Finance Inc., as Lender                                         (10)

10.24       Unlimited Guaranty dated December 30, 1997 between
            Big Entertainment, Inc. and BankBoston Retail Finance
            Inc.                                                            (10)

10.25       First Amendment to Preferred Stock Purchase Agreement
            dated as of February 17, 1998 between the Company and
            Auric Partners Limited                                          (11)

10.26       Private Equity Line of Credit                                   (13)

10.27       First Amendment to Private Equity Line of Credit                  *


10.28       Convertible Preferred Stock Purchase Agreement dated
            as of September 30, 1998                                        (14)

10.29       Convertible Preferred Stock Purchase Agreement dated
            as of November 6, 1998                                          (14)

10.30       Second Amendment to Preferred Stock Purchase
            Agreement between the Company and Auric Partners
            Limited entered into as of October 28, 1998                     (14)

10.31       Convertible Preferred Stock Purchase Agreement dated
            as of November 18, 1998                                         (15)

10.32       Agreement and Plan of Merger dated as of January 10,
            1999, by and among (16) The Times Mirror Company,
            Hollywood Online Inc., the Company and Big
            Acquisition Corp.                                               (16)

10.33       Asset Purchase Agreement dated March 29, 1999 by and 
            among the Company, CinemaSource, Inc., Brett West and
            Pamela West                                                        *

21.1        Subsidiaries of the Company                                        *

                               71
<PAGE>

23.1        Consent of Arthur Andersen LLP                                     *

27.1        Financial Data Schedule (for SEC use only)                         *
</TABLE>
------------
 *   Filed as an exhibit to this Form 10-KSB.
(1)  Management compensation plan or arrangement.
(2)  Incorporated by reference from the exhibit filed with the Company's
     Registration Statement on Form SB-2 (No. 33-69294).
(3)  Incorporated by reference from the exhibit filed with the Company's Current
     Report on Form 8-K dated August 23, 1996.
(4)  Incorporated by reference from the exhibit filed with the Company's Report
     on Form 8-K (Event of December 13, 1994).
(5)  Incorporated by reference from the exhibit filed with the Company's
     Quarterly Report on Form 10-QSB for the quarter ended June 30, 1995, as
     amended.
(6)  Incorporated by reference from the exhibit filed with the Company's
     Quarterly Report on Form 10-QSB for the quarter ended September 30, 1995,
     as amended.
(7)  Incorporated by reference from the exhibit filed with the Company's
     Registration Statement on Form SB-2 (No. 333-1224)
(8)  Incorporated by reference from the exhibit filed with the Company's Annual
     Report on Form 10-KSB for the year ended December 31, 1996.
(9)  Incorporated by reference from the exhibit filed with the Company's
     Quarterly Report on Form 10-QSB/A for the quarter ended September 30, 1997.
(10) Incorporated by reference from the exhibit filed with the Company's
     Registration Statement on Form S-3 (No. 333-38219).
(11) Incorporated by reference from the exhibit filed with the Company's Annual
     Report on Form 10-KSB for the year ended December 31, 1997.
(12) Incorporated by reference from the exhibit filed with the Company's
     Quarterly Report on Form 10-QSB for the quarter ended March 31, 1998.
(13) Incorporated by reference from the exhibit filed with Amendment Number 1 to
     the Company's Registration Statement on Form S-3 (No. 333-57855).
(14) Incorporated by reference from the exhibit filed with the Company's
     Quarterly Report on Form 10-QSB for the quarter ended September 30, 1998.
(15) Incorporated by reference from the exhibit filed with the Company's
     Registration statement on Form S-3 (No. 333-68209).
(16) Incorporated by reference from the Company's Current Report on Form 8-K
     dated January 11, 1999.

         (B)      REPORTS ON FORM 8-K:

                  No reports on Form 8-K were filed during the quarter ended
December 31, 1998.

                                       72
<PAGE>
                                   SIGNATURES

        In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                     BIG ENTERTAINMENT, INC.

Date:  March 31, 1999                By:/S/ MITCHELL RUBENSTEIN     
                                        ----------------------------------------
                                            Mitchell Rubenstein, 
                                            Chairman of the Board and 
                                            Chief Executive Officer 
                                            (Principal executive officer)

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated:
<TABLE>
<S>                                                         <C>
Date:  March 31, 1999                                       /S/ MITCHELL RUBENSTEIN                                
                                                            -----------------------------------------------------
                                                            Mitchell Rubenstein, Chairman of the Board
                                                            and Chief Executive Officer

Date:  March 31, 1999                                       /S/ MARCI L. YUNES                                     
                                                            -------------------------------------------------------
                                                            Marci L. Yunes, Chief Financial Officer
                                                            (Principal financial and accounting officer)

Date:  March 31, 1999                                       /S/ LAURIE S. SILVERS                                  
                                                            -------------------------------------------------------
                                                            Laurie S. Silvers, Vice Chairman of the Board,
                                                            President and Secretary

Date:  March 31, 1999                                       /S/ MARTIN H. GREENBERG                                
                                                            -------------------------------------------------------
                                                            Martin H. Greenberg, Director

Date:  March 31, 1999                                       /S/ HARRY T. HOFFMAN                                   
                                                            -------------------------------------------------------
                                                            Harry T. Hoffman, Director

Date:  March 31, 1999                                       /S/LAWRENCE GOULD                                      
                                                            -------------------------------------------------------
                                                            Lawrence Gould, Director

Date:  March 31, 1999                                       /S/ JULES L. PLANGERE, JR.                             
                                                            -------------------------------------------------------
                                                            Jules L. Plangere, Jr., Director

Date:  March 31, 1999                                       /S/ E. DONALD LASS                                     
                                                            -------------------------------------------------------
                                                            E. Donald Lass, Director

Date:  March 31, 1999                                       /S/ DEBORAH J. SIMON                                                    
                                                            -------------------------------------------------------
                                                            Deborah J. Simon, Director
</TABLE>

                                       73
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT           DESCRIPTION
-------           -----------
10.27             First Amendment to Private Equity Line of Credit 

10.33             Asset Purchase Agreement dated March 29, 1999 by 
                  and among the Company, CinemaSource, Inc., Brett
                  West and Pamela West. 

21.1              Subsidiaries of the Company

23.1              Consent of Arthur Andersen LLP

27.1              Financial Data Schedule (for SEC use only)

                                       74