PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement (the "Agreement") dated as of December 20, 1996 between Big
Entertainment, Inc., a Florida corporation (the "Company") and Auric Partners Limited (the "Purchaser").
R E C I T A L S:
A. The Company desires to sell shares of the Company's 4% $100 Convertible Series C Preferred Stock, par
value $.01 per share (the "Preferred Stock"), to the Purchaser pursuant to this Agreement in part to finance the
expansion of its retail operations and for general corporate purposes.
B. The Purchaser desires to purchase shares of Preferred Stock pursuant to this Agreement on the terms and
subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the covenants contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Purchasers hereby agree as follows:
1. PURCHASE OF PREFERRED STOCK. The Company hereby sells, conveys and transfers to the Purchaser
and the Purchaser hereby purchases from the Company the number of shares of the Preferred Stock set forth on
Schedule I hereto. The terms of the Preferred Stock are as set forth in an Amendment to the Company's Articles
of Incorporation (the "Articles of Amendment") filed with the Florida Secretary of State pursuant to Sections
607.0602 and 602.1006 of the Florida Business Corporation Act, the form of which Articles of Amendment is
attached as Exhibit A hereto. The purchase price for the Preferred Stock (the "Purchase Price") is $100 per
2. DELIVERIES BY THE PARTIES. On the date hereof:
(a) The Company will deliver to the Purchaser (i) a certificate evidencing its shares of the Preferred Stock; (ii) a
Good Standing Certificate for the Company issued by the Secretary of State of Florida; (iii) a certified copy of
resolutions of the Board of Directors authorizing the execution and delivery of this Agreement and consummation
of the tra