This Non-Competition Agreement (this "Agreement") is entered into as of May 18, 1999 by and among Big
Entertainment, Inc., a Florida corporation (the "Company"), CinemaSource, Inc., a Connecticut corporation
("CinemaSource") and each of Brett West and Pamela West (together, the "Executives").
WHEREAS, the Company, CinemaSource and the Executives are parties to that certain Asset Purchase
Agreement, dated as of March 29, 1999 (the "Purchase Agreement"), providing for the purchase by the
Company of substantially all of the assets of CinemaSource;
WHEREAS, Brett West is the President and sole shareholder of CinemaSource and serves as a director of
CinemaSource, and Pamela West is the Treasurer and the Secretary of CinemaSource and serves as a director
WHEREAS, the Company and the Executives wish to provide for and acknowledge certain arrangements and
understandings following the closing of the transactions contemplated by the Purchase Agreement; and
WHEREAS, the closing of the transactions contemplated by the Purchase Agreement is conditioned upon the
execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the
parties hereto hereby agree as follows:
1. DEFINED TERMS. Capitalized terms used but not otherwise defined herein shall have the meanings assigned
thereto in the Purchase Agreement. As used in this Agreement, the following terms shall have the respective
meanings set forth in this Section 1:
"Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New
York, New York are authorized or required by law to close.
"Competing Business" means (i) Premier Datavision, Inc., (ii) any other business, enterprise or venture that
competed with CinemaSource on the date of the Purchase Agreement or the Closing Date or that is engaged in
any business, enterprise or venture conducted by the business that