FORM OF STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is dated as of March/April __, 1998 between
Big Entertainment, Inc., a Florida corporation (the "Company"), and (the "Purchaser").
R E C I T A L S:
A. The Company desires to sell shares of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), to the Purchaser pursuant to this Agreement and to use the proceeds of such sale for general
B. The Purchaser desires to purchase shares of Common Stock pursuant to this Agreement on the terms and
subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals 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 Purchaser hereby agree as follows:
1. PURCHASE OF COMMON STOCK. The Company hereby sells, conveys and transfers to the Purchaser
and the Purchaser hereby purchases from the Company ________ shares of Common Stock (the "Shares"), at a
price of $_______ per share (the "Purchase Price"), which Purchase Price equals the average of the closing
prices of the Common Stock for the 10 trading days immediately preceding the date of this Agreement. The
aggregate Purchase Price for the Shares of Common Stock purchased hereunder shall be $ .
2. DELIVERIES BY THE PARTIES. On the date hereof:
(a) The Company is delivering to the Purchaser (i) certificate(s) evidencing the Shares; (ii) a certified copy of
resolutions of the Board of Directors authorizing the execution and delivery of this Agreement and consummation
of the transactions contemplated hereby; and (iii) the legal opinion of Broad and Cassel, counsel to the Company,
in form and substance reasonably satisfactory to the Purchaser.
(b) The Purchaser is delivering to the Company payment, by wire transfer, of the Purchase Price for the Shares.
[(c) In connection with the purchase of the Shares, the