Schedule I to Asset Purchase Agreement between West Coast Entertainment Corporation and the Sellers and Principals Identified Below Section of Agreement in Which Term, Item or Information is Referenced Term or Item -------...

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                                   Schedule I
                          to Asset Purchase Agreement
                between West Coast Entertainment Corporation and
                  the Sellers and Principals Identified Below


Section of Agreement
in Which Term, Item or
Information is Referenced    Term or Item
--------------------------------------------------------------------------------

Recital                      Name, Address and Principal Office of Each Seller:

                             Xxxxxx Turn Entertainment, Inc.
                             0000 Xxxxxxxx Xxxx
                             Xxxxxxxxxx Xxxxxx, XX  00000

                             Xxxxxx Turn Entertainment II, Inc.
                             0000 Xxxxxxxx Xxxx
                             Xxxxxxxxxx Xxxxxx, XX  00000


Recital    Principals:       Xxxxxxxx Xxxxx
                             Xxxxxx Xxxxxx
                             Xxxxxx Xxxxx

1.1(a)(ix)Trade Names:       Xxxxxx Turn Entertainment, Inc.
                             DBA West Coast Video Miami

                             Xxxxxx Turn Entertainment II, Inc.
                             DBA West Coast Video Emerald Hills

1.1(c)                       Stores, Reflecting Street Address of Each Store,
                             and its Owning Seller:
                             Total Number of Stores:  two
                             Xxxxxx Turn Entertainment, Inc.
                             0000 Xxxxxxxx Xxxxxx

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        Xxxxxxxxx, XX  00000

        Xxxxxx Turn Entertainment II, Inc.
        0000 Xxxxxxx Xxx.
        Xxxxx, XX  00000

1.3(a)  Purchase Price:   $1,500,000

1.3(b)  Cash Percentage:  60% ($900,000)

        $600,000 payable at the Closing with the balance payable on or before
        January 3, 1997.

        Pursuant to an instrument of evidence of indebtedness to be delivered at
        the Closing to Seller, 100% of the shares of Common Stock shall be
        issued on January 5, 1998.

1.3(b)  Allocation of Purchase Price Among Sellers:

        Xxxxxx Turn Entertainment, Inc. - 60%
        Xxxxxx Turn Entertainment II, Inc. - 40%


1.3(c) "Net Operating Cash Flow" shall be equal to (i) the pre-tax income from
        the Stores for the 12-month period ending on June 30, 1996, plus (ii)
        all debt-related interest expense for the Stores and depreciation and
        amortization expenses for the Stores for such 12-month period, plus
        (iii) all royalty expenses (if any and if expensed) attributable to such
        stores during such 12-month period, less (iv) all rental product
        purchases for the Stores during such 12-month period (including revenue
        sharing expenses if not previously expensed), less (v) all earned income
        interest for such 12-month period; with such components of Net Operating
        Cash Flow determined in accordance with generally accepted accounting
        principles applied consistently with the Sellers' past practices.

1.4     Assumed Liabilities:

        All obligations of the Sellers continuing after the Closing under the
        Leases specified on Schedule 2.11 which become due and payable after the
        Closing Date. (No adjustment to Purchase Price.)


1.6     Closing Date:  November  15, 1996

2.1     Type of Entity and Capitalization:




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       Each Seller is a Florida corporation.

       For each Seller, jurisdictions in which qualification is required:
       Florida 

2.2    Each Seller's State of Organization, and Authorized and Issued Stock (or
       Other Interests), and Identity of Holders of All Legal and Beneficial
       Interests in Each Seller:


       Xxxxxx Turn Entertainment, Inc. is a Florida corporation with 3,000
       shares of common stock authorized and 1,500 shares of common stock
       outstanding, of which 1,000 shares are beneficially owned by Xxxxxx Turn
       Video, Inc. (which is owned equally by Xxxxxx Xxxxx and Xxxxxxxx Xxxxx)
       and 500 shares are beneficially owned by Royo, Inc. (which is 100% owned
       by Xxxxxx Xxxxxx).

       Xxxxxx Turn Entertainment II, Inc. is a Florida corporation with 3,000
       shares of common stock authorized and 1,500 shares of common stock
       outstanding, of which 1,000 shares are beneficially owned by Xxxxxx Turn
       Video, Inc. and 500 shares are beneficially owned by Royo, Inc.


2.5(c) Minimum Net Operating Cash Flow:  $400,000

7.10   Amount of Cash to Be Left at each Store on Closing Date:  $300.

8.8    Other Conditions:  Promptly following delivery to the Seller and each of
       the Principals of a Prospectus (and any current supplement thereto)
       relating to the sale of Buyer's Common Stock (which is included in a
       Registration Statement which has been declared effective by the
       Securities and Exchange Commission), the Seller shall hold a meeting of
       its stockholders for purposes of approving the consummation of the
       transactions contemplated by this Agreement.



14     Address for notices for purposes of Section 14:

       To any Principal:         Xxxxxxxx Xxxxx
                                 00000 Xxxxxxx Xxxxx Xxx
                                 Xxxx Xxxxx, XX 00000

                                 Xxxxxx Xxxxx







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                                          0000 Xxxxxxxx Xxxx
                                          Xxxxxxxxxx Xxxxxx, XX 00000

                                          Xxxxxx Xxxxxx
                                          000 X.X. 00xx Xx, Xxx. 0000
                                          Xxxxx, XX  00000

                With a copy to:           Xxxxxx Turn Video, Inc.
                                          0000 X. Xxxxx Xxxxxx
                                          Xxxxxxxxx, XX  00000