YES! ENTERTAINMENT CLASS ACTION LITIGATION

SETTLEMENT CLASS
DEFENDANTS
REPRESENTATIVE CLASS PLAINTIFFS
STIPULATION
COURT
SETTLEMENT CLASS MEMBERS
COUNSEL
CLASS ACTIONS
LITIGATION
SETTLING PARTIES
UNITED STATES
ATTORNEYS
LAW
CALIFORNIA
SETTLEMENT FUND
ENTERTAINMENT
SAN DIEGO
LERACH LLP
UNITED STATES DISTRICT
RELEASED CLASS CLAIMS
SECURITIES LITIGATION
LAW OFFICES
ESCROW AGENT
ADMINISTRATION
SETTLEMENT HEARING
SOICHER
LAWRENCE
CLASS PERIOD
FEDERAL CLASS ACTIONS


   MILBERG WEISS BERSHAD
   HYNES & LERACH LLP
   WILLIAM S. LERACH (68581)
   KIRK B. HULETT (110726)
   HENRY ROSEN (156963)
   TOR GRONBORG (179109)
   600 West Broadway, Suite 1800
   San Diego, CA 92101
   Telephone: 619/231-1058

   LAW OFFICES OF LAWRENCE G.
   SOICHER
   LAWRENCE G. SOICHER
   300 Park Avenue, 20th Floor
   New York, NY 10022
   Telephone: 212/980-7000

   Attorneys for Plaintiffs

   (Additional counsel appear on signature page.)

                        UNITED STATES DISTRICT COURT

                      NORTHERN DISTRICT OF CALIFORNIA

   In re YES! ENTERTAINMENT CORP.
   SECURITIES LITIGATION
   ___________________________________

   This Document Relates To:

   ALL ACTIONS.
   ___________________________________

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SNIPPETS:

San Diego, CA 92101 Telephone:

LAW OFFICES OF LAWRENCE G. SOICHER LAWRENCE G. SOICHER

Attorneys for Plaintiffs

(Additional counsel appear on signature page.)

UNITED STATES DISTRICT COURT

ENTERTAINMENT CORP. SECURITIES LITIGATION

STIPULATION OF SETTLEMENT

The Stipulation is intended by the Settling Parties to fully, finally and forever resolve,

On April 18, 1997 the following class action was filed in the United States District Court

Entertainment Corp, et al., No. C-97-1388-MHP.

Takats and Siegal actions ("The Federal Class Actions") were consolidated under In re Yes!

Entertainment Corp. Securities Litigation, Master File No. C-97-1388-CRB.

The Federal Class Actions alleged violations of §§10and 20of the Securities Exchange Act of

from March 29, 1996 through December 12, 1996, excluding the Defendants, members of their

stock to the damage of the Members of the Settlement Class.

Under the provisions of the Private Securities Litigation Reform Act of 1995, counsel for the

Counsel for the Representative Class Plaintiffs have conducted a thorough investigation into

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among Representative Class and conditions of the Stipulation, as follows:

"Escrow Agent" means Milberg Weiss Bershad Hynes & Lerach LLP or its successors.

For purposes of this paragraph, an "appeal" shall include any petition for a writ of

Settlement Fund shall be distributed to Authorized Claimants after payment of expenses of

"Released Claims" means the "Released Class Claims" and "Unknown Claims" as defined herein.

during the Settlement Class Period, members of the immediate family of any Individual

"Settlement Hearing" means the hearing to determine whether the proposed settlement of the

2 . SECOND AMENDED CONSOLIDATED COMPLAINT

EXTRACTED KEY WORDS

SECURITIES
KINGSBOROUGH
V-LINK
REPORTS
STOCK
ACT
MANAGEMENT
VIOLATION
PLAINTIFFS
SALES
CALIFORNIA
LAW
SHARES
CLASS PERIOD
KERSHNER
EXCHANGE ACT
SECURITIES ANALYSTS
ENTERTAINMENT
MISLEADING
QUALITY ASSURANCE PROGRAM
POWER PENZ
HOLIDAY SELLING
MANUFACTURERS
NORTHERN DISTRICT
FCC REGULATIONS
COMMON STOCK
INTERNAL CALENDAR
REPRESENTATIONS
PRODUCTION


   MILBERG WEISS BERSHAD

   HYNES & LERACH LLP

   WILLIAM S. LERACH (68581)

   KIRK B. HULETT (110726)

   HENRY ROSEN (156963)

   TOR GRONBORG (179109)

   600 West Broadway, Suite 1800

   San Diego, CA 92101

   Telephone: 619/231-1058

   LAW OFFICES OF LAWRENCE G.

   SOICHER

   LAWRENCE G. SOICHER

   300 Park Avenue, 20th Floor

   New York, NY 10022

   Telephone: 212/980-7000

   Attorneys for Plaintiffs

   (Additional counsel appear on signature page.)

                        UNITED STATES DISTRICT COURT

                      NORTHERN DISTRICT OF CALIFORNIA

   RANDALL M. HAROW, LARRY SCHUPPAN, JOSEPH TAKATS,

   EJA MANAGEMENT LLC, YAIR TAUMAN, Individually and

   On Behalf of CALE CONSULTANTS, LTD., and NANCY SIEGEL,

   On Behalf of Themselves and All Others Similarly Situated,

   Plaintiffs,

SNIPPETS:

LAW OFFICES OF LAWRENCE G.

Attorneys for Plaintiffs

ENTERTAINMENT CORP., DONALD D. KINGSBOROUGH,

VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934;

This is a securities class action on behalf of all persons who purchased the common stock of

Plaintiffs seek to remedy violations of federal securities and California state laws by Yes!,

The defendants also repeatedly misrepresented the status of and prospects for Power Penz, a

Despite knowing of the quality, engineering and development problems each of these products

With these assurances and with promises of record revenues of $100 million for 1996, the

These admissions and additional facts were revealed by securities analysts covering Yes!, who

By late Spring 1995, many of the investors who had collectively invested over $40 million in

This caused defendants Kingsborough and Kershner grave concern as they collectively held

As expected, once their improper sales in violation of FCC regulations were revealed, sales

This revelation was in direct contrast to defendant Kingsborough's prior representations that

Many of the acts giving rise to the violations complained of, including the dissemination of

This action is properly brought in the Northern District of California, San Francisco

Plaintiff EJA Management LLC purchased 2,000 shares of Yes!

Because of Kingsborough's position, he knew the adverse, non-public information about Yes!'s a reports and other information provided to him in connection therewith.

Given that the defendants' knew that operational V-Link units would not be available to fully ed past the 1996 holiday selling season.

During the period defendants were participating in the drafting of Yes!'s 1995 Annual Report

During March 1996, and throughout the Class Period, defendants referred to the internal

Defendants also received and reviewed weekly and/or monthly reports from Yes!'s Quality

3 . REPLY TO OPPOSITION TO MOTION TO STRIKE

EXTRACTED KEY WORDS

DECLARATION
MOTION
PLAINTIFFS
DISMISS
DONALD
DISPUTE
KINGSBOROUGH DECLARATION
STRIKE DEFENDANT DONALD
SAN DIEGO
WENGER
SUPPORT
PERMIT
EXCHANGE ACT
COOPER
PERSONAL DECLARATION
OPPOSITION
CALIFORNIA
YORK
SOICHER
LAWRENCE
LERACH
COMPLAINT
AUTHORITIES
COURT
NORTHERN DISTRICT
UNITED STATES
LAW OFFICES
TOR GRONBORG
LERACH LLP

   MILBERG WEISS BERSHAD

   HYNES & LERACH LLP

   WILLIAM S. LERACH (68581)

   KIRK B. HULETT (110726)

   HENRY ROSEN (156963)

   TOR GRONBORG (179109)

   600 West Broadway, Suite 1800

   San Diego, CA 92101

   Telephone: 619/231-1058

   LAW OFFICES OF LAWRENCE G.

   SOICHER

   LAWRENCE G. SOICHER

   300 Park Avenue, 20th Floor

   New York, NY 10022

   Telephone: 212/980-7000

   Attorneys for Plaintiffs

   (Additional counsel appear on signature page.)

                        UNITED STATES DISTRICT COURT

                      NORTHERN DISTRICT OF CALIFORNIA

   In re YES! ENTERTAINMENT CORP.

   SECURITIES LITIGATION

   ___________________________________

   This Document Relates To:

   ALL ACTIONS.

LAW OFFICES OF LAWRENCE G.

LAWRENCE G. SOICHER

New York, NY 10022

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

PLAINTIFFS' REPLY TO DEFENDANTS' OPPOSITION

TO MOTION TO STRIKE DEFENDANT DONALD D. KINGSBOROUGH'S

DECLARATION IN SUPPORT OF DEFENDANTS' MOTION TO DISMISS

Defendants do not even attempt to address the merits of plaintiffs' objections to the

Because factual statements made in the Kingsborough Declaration were not referenced in the

Defendants do not dispute that the Kingsborough Declaration constitutes material beyond the

defendants try to assert that the Securities Exchange Act of 1934 permits the Court to

Defendants cling to the Wenger court's holding -- permitting the introduction of portions of

Plaintiffs' Memorandum of Points and Authorities to Strike Defendant Donald D. Kingsborough's

PURSUANT TO NORTHERN DISTRICT LOCAL RULE 23-2

4 . OPPOSITION TO MOTION TO DISMISS

EXTRACTED KEY WORDS

PLAINTIFFS
COMPLAINT
FACTS
SCIENTER
INFERENCE
COURT
MOTION
V-LINK
SECURITIES
DISMISS
COMPLAINT PLEADS
LAW
DISCLOSE
DUTY
STANDARD
MISLEADING
ALLEGATIONS
FACTS GIVING RISE
KINGSBOROUGH
AMENDED COMPLAINT
POWER PENZ
VENTURE INVESTORS
FINANCIAL FRAUD
MANUFACTURING
HOLIDAY SELLING
CLASS ACTION
SOICHER
LAWRENCE
LERACH LLP


   MILBERG WEISS BERSHAD

   HYNES & LERACH LLP

   WILLIAM S. LERACH (68581)

   KIRK B. HULETT (110726)

   HENRY ROSEN (156963)

   TOR GRONBORG (179109)

   600 West Broadway, Suite 1800

   San Diego, CA 92101

   Telephone: 619/231-1058

   LAW OFFICES OF LAWRENCE G.

   SOICHER

   LAWRENCE G. SOICHER

   300 Park Avenue, 20th Floor

   New York, NY 10022

   Telephone: 212/980-7000

   Attorneys for Plaintiffs

   (Additional counsel appear on signature page.)

                        UNITED STATES DISTRICT COURT

                      NORTHERN DISTRICT OF CALIFORNIA

   In re YES! ENTERTAINMENT CORP.

   SECURITIES LITIGATION

   __________________________________________

   This Document Relates To:

   ALL ACTIONS.

SNIPPETS:

HYNES & LERACH LLP

LAW OFFICES OF LAWRENCE G.

LAWRENCE G. SOICHER

UNITED STATES DISTRICT COURT

PLAINTIFFS' OPPOSITION TO DEFENDANTS' MOTION TO DISMISS

LEGAL STANDARD ON A MOTION TO DISMISS

THE AMENDED COMPLAINT PLEADS WHY DEFENDANTS' STATEMENTS WERE FALSE WHEN MADE

DEFENDANTS HAD A DUTY TO DISCLOSE MATERIAL FACTS WHICH UNDERMINED THEIR FORWARD-LOOKING

THE COMPLAINT ADEQUATELY PLEADS FACTS GIVING RISE TO A STRONG INFERENCE OF SCIENTER

Allegations Of Financial Fraud Raise A Strong Inference Of Conscious Behavior And Knowledge

NEITHER THE PSLRA'S SAFE HARBOR PROVISION NOR THE BESPEAKS-CAUTION DOCTRINE IMMUNIZE

or the "Company") stock, and increase the defendants' and their private venture investors'

As a result of the disastrously late introduction of the V-Link, which defendants originally

the Private Securities Reform Act of 1995 was not intended to hinder meritorious suits such

This Complaint was not filed by a "professional plaintiff," but rather by seven investors who

the Complaint reflects the significant pre-filing investigation of counsel and includes

was continually losing money Kingsborough was able to continue to raise money through private

These analysts, based on what they were told by defendants, also reported on April 17, 1996

The Company still did not have the capability to ship working versions of the V-Link,

5 . MOTION AND MEMO TO STRIKE DECLARATION

EXTRACTED KEY WORDS

DECLARATION
DEFENDANTS
COURT
DISMISS
KINGSBOROUGH
PLAINTIFFS
KINGSBOROUGH DECL
DISTRICT
SAN DIEGO
CIR
COOPER
COMPLAINT
REASON
DISPUTE
LEXIS
APP
PLEADINGS
CONFERENCE
SUPPORT
CALIFORNIA
YORK
SOICHER
LAWRENCE
LERACH
TRANSCRIPTS
JUDICIAL NOTICE
ANALYSTS
CAUTIONARY LANGUAGE
IMPROPER

   MILBERG WEISS BERSHAD

   HYNES & LERACH LLP

   WILLIAM S. LERACH (68581)

   KIRK B. HULETT (110726)

   HENRY ROSEN (156963)

   TOR GRONBORG (179109)

   600 West Broadway, Suite 1800

   San Diego, CA 92101

   Telephone: 619/231-1058

   LAW OFFICES OF LAWRENCE G.

   SOICHER

   LAWRENCE G. SOICHER

   300 Park Avenue, 20th Floor

   New York, NY 10022

   Telephone: 212/980-7000

   Attorneys for Plaintiffs

   (Additional counsel appear on signature page.)

                        UNITED STATES DISTRICT COURT

                      NORTHERN DISTRICT OF CALIFORNIA

   In re YES! ENTERTAINMENT CORP.

   SECURITIES LITIGATION

   __________________________________________

   This Document Relates To:

   ALL ACTIONS.

SNIPPETS:

HYNES & LERACH LLP

San Diego, CA 92101

LAW OFFICES OF LAWRENCE G.

LAWRENCE G. SOICHER

New York, NY 10022

Attorneys for Plaintiffs

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

NOTICE OF MOTION AND MOTION AND MEMORANDUM OF

OF DEFENDANTS' MOTION TO DISMISS

PLEASE TAKE NOTICE that on May 22, 1998, at 10:00 a.m. in the courtroom of the Honorable

In their motion to dismiss plaintiffs' First Amended Complaint, defendants attempt to

The declaration improperly introduces "factual" assertions regarding defendants' general

For these reasons, the Kingsborough Decl.

As They Are Outside The Pleadings And Lack Any Indicia Of Reliability

LEXIS 39330 (9th Cir.

Cooper, 1997 U.S. App.

LEXIS 39330, at *14;

Because plaintiffs have not been permitted discovery under the PSLRA's automatic stay, it

For this reason alone, this Court should refuse to consider the declaration here.

The court in Cooper held that where the transcripts were not expressly mentioned in the

Plaintiffs dispute Kingsborough's "facts," and given this dispute the declaration cannot be

The doctrine of judicial notice is also unavailing since to invoke it, the "fact" must be

6 . MOTION AND MEMO IN SUPPORT OF MOTION TO BE APPOINTED

EXTRACTED KEY WORDS

MOVANTS
LEAD PLAINTIFFS
DEFENDANTS
APPOINTMENT
MOTION
COUNSEL
SECURITIES
COURT
PSLRA
EXCHANGE ACT
CLASS MEMBERS
PURCHASE
STOCK
APPROVE
GRONBORG
V-LINK
SHARES
COMPLAINT
CLASS PERIOD
SATISFY
HAROW
SAN DIEGO
MILBERG WEISS
PRICES
DECLARATION
EJA MANAGEMENT
TAKATS
SCHUPPAN
SELECTION


   MILBERG WEISS BERSHAD
     HYNES & LERACH LLP
   WILLIAM S. LERACH (68581)
   KIRK B. HULETT (110726)
   HENRY ROSEN (156963)
   TOR GRONBORG (179109)
   600 West Broadway, Suite 1800
   San Diego, CA 92101
   Telephone: 619/231-1058

   LAW OFFICES OF LAWRENCE G.
     SOICHER
   LAWRENCE G. SOICHER
   300 Park Avenue, 20th Floor
   New York, NY 10022
   Telephone: 212/980-7000

   Attorneys for Plaintiffs


                        UNITED STATES DISTRICT COURT
                      NORTHERN DISTRICT OF CALIFORNIA


   RANDALL M. HAROW, et al., On Behalf
   of Themselves and All Others
   Similarly Situated,
                       Plaintiffs,
        vs.
   YES! ENTERTAINMENT CORP., et al.,
                       Defendants.
   ___________________________________

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   No. C-97-1388-MHP

SNIPPETS:

San Diego, CA 92101 Telephone:

Attorneys for Plaintiffs

UNITED STATES DISTRICT COURT

RANDALL M. HAROW, et al., On Behalf of Themselves and All Others Similarly Situated,

PLAINTIFFS' NOTICE OF MOTION AND MOTION,

§21DOF THE SECURITIES EXCHANGE ACT OF 1934

AND FOR APPOINTMENT OF LEAD PLAINTIFFS' LEAD COUNSEL

STATEMENT OF FACTS III. MOVANTS SHOULD BE APPOINTED LEAD PLAINTIFFS

The Procedure Required By The Private Securities Litigation Reform Act Of 1995

Movants Satisfy The "Lead Plaintiff" Requirements Of The PSLRA 1.

Movants Have Complied With The PSLRA, And Are Entitled To Be Appointed Lead Plaintiffs

PLEASE TAKE NOTICE that, on September 26, 1997 at 10:30 a.m., in the Courtroom of the t of 1995, to be appointed lead plaintiffs in this action and to approve their selection of Milberg

This motion is based on this Notice of Motion and the attached Memorandum of Points and

Entertainment Corp. securities during the Class Period and suffered damages as a result of

Collectively, Movants purchased 108,500 shares of Yes!

defendants' false and misleading statements induced Movants to purchase the artificially

Specifically, defendants asserted that their "flagship" product, the V-Link mobile telephone

Plaintiffs' Complaint was filed on April 18, 1997, thus, this litigation is governed by the

The PSLRA establishes a procedure for the appointment of lead plaintiff in "each private

First, the plaintiff who files the initial action must publish a notice to the Class, within

Between September 25, 1996 and November 22, 1996, Randall Harow purchased 45,000 shares at

7 . MOTION AND MEMO IN SUPPORT OF MOTION FOR FINAL APPROVAL

EXTRACTED KEY WORDS

PLAINTIFFS
CLASS ACTION
LITIGATION
COURT
COUNSEL
CALIFORNIA
MOTION
DEFENDANTS
SECURITIES
HULETT
ENTERTAINMENT
CIR
SUPPORT
SAN FRANCISCO
AUTHORITIES
LLP
FEDERAL CLASS ACTION
MEMORANDUM
GARY GARRIGUES
INSURANCE
REASONABLENESS
NEGOTIATIONS
AMENDED COMPLAINT
CALIFORNIA CIVIL CODE
CLASS MEMBERS
MASTER FILE
UNITED STATES DISTRICT
ATTORNEYS
WILLIAM


   GOLD BENNETT & CERA LLP
   PAUL F. BENNETT (63318)
   SOLOMON B. CERA (99467)
   GARY GARRIGUES (148667)
   595 Market Street, Suite 2300
   San Francisco, California 94105
   Telephone: (415) 777-2230
   Facsimile: (415) 777-5189

   MILBERG WEISS BERSHAD
    HYNES & LERACH LLP
   WILLIAM S. LERACH (68581)
   KIRK B. HULETT (110726)
   HENRY ROSEN (156963)
   TOR GRONBORG (179109)
   600 West Broadway, Suite 1800
   San Diego, California 92101
   Telephone: (619) 231-1058

   Attorneys for Plaintiffs

   (Additional counsel appear on signature page.)

                        UNITED STATES DISTRICT COURT

                      NORTHERN DISTRICT OF CALIFORNIA

                           SAN FRANCISCO DIVISION

   In re YES! ENTERTAINMENT CORP.
   SECURITIES LITIGATION
   ____________________________________

   This Document Relates To:

   ALL ACTIONS.
   ____________________________________

   )
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SNIPPETS:

GOLD BENNETT & CERA LLP PAUL F. BENNETT SOLOMON B. CERA GARY GARRIGUES

San Francisco, California 94105 Telephone: 777-2230 Facsimile: 777-5189

UNITED STATES DISTRICT COURT

ENTERTAINMENT CORP. SECURITIES LITIGATION

NOTICE OF MOTION, MOTION AND MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF PLAINTIFFS'

FACTUAL BACKGROUND AND HISTORY OF THE LITIGATION

The Settlement Is The Product Of Arm's-Length Negotiations

The Recommendations Of Experienced Counsel Strongly Militate In Favor Of Approval Of The

Reaction Of The Class Members To The Proposed Settlement Supports Approval

Detroit v. Grinnell Corp. 495 F.2d 448, 455 n.2 (2d Cir.

California Civil Code § 1709

TO: ALL PARTIES AND THEIR ATTORNEYS OF RECORD:

This motion is based upon this memorandum, the declarations of Kirk B. Hulett and Gary

or the "Company") during the period from March 29, 1996 through December 12, 1996, submit

The Settlement, which resolves both the Federal Class Action in federal court arising out of

The proposed Settlement, funded entirely from Yes!'s Directors and Officers' insurance

Entertainment Corp. Securities Litigation, Master File No. C-97-1388-CRB.

On November 7, 1997, before a ruling on defendants' motion, plaintiffs filed a consolidated

Courts consistently have held that the expense and time involved in pursuing the litigation

MILBERG WEISS BERSHAD HYNES & LERACH LLP WILLIAM S. LERACH KIRK B. HULETT HENRY ROSEN TOR

8 . MEMORANDUM IN SUPPORT OF REPRESENTATIVE CLASS

EXTRACTED KEY WORDS

PLAINTIFFS
COURT
COUNSEL
AWARD
COMMON FUND
ATTORNEYS
LITIGATION
EXPENSES
CLASS ACTIONS
REASONABLENESS
REPRESENTATIVE CLASS PLAINTIFFS
HULETT
LAW
DISTRICT COURTS
REIMBURSEMENT
REQUESTED AWARD
UNITED STATES
SAN DIEGO
SECURITIES
SETTLEMENT
LLP
CONTINGENT FEE
LEGAL STANDARDS
CALIFORNIA
HULETT DECLARATION
SAN FRANCISCO
GOLD BENNETT
LERACH LLP
COMPENSATION


   MILBERG WEISS BERSHAD

   HYNES & LERACH LLP

   WILLIAM S. LERACH (68581)

   KEITH F. PARK (54275)

   KIRK B. HULETT (110726)

   HENRY ROSEN (156963)

   TOR GRONBORG (179109)

   600 West Broadway, Suite 1800

   San Diego, CA 92101

   Telephone: 619/231-1058

   GOLD BENNETT & CERA LLP

   PAUL F. BENNETT (63318)

   595 Market Street, Suite 2300

   San Francisco, CA 94105

   Telephone: 415/777-2230

   Attorneys for Plaintiffs

   (Additional counsel appear on signature page.)

                        UNITED STATES DISTRICT COURT

                      NORTHERN DISTRICT OF CALIFORNIA

   In re YES! ENTERTAINMENT CORP.

   SECURITIES LITIGATION

   ___________________________________

   This Document Relates To:

   ALL ACTIONS.

SNIPPETS:

HYNES & LERACH LLP

San Diego, CA 92101

GOLD BENNETT & CERA LLP

Attorneys for Plaintiffs

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

NOTICE OF MOTION AND MEMORANDUM OF LAW IN SUPPORT

ATTORNEYS' FEES AND REIMBURSEMENT OF EXPENSES

HISTORY OF THE LITIGATION

AWARD OF ATTORNEYS' FEES

The Legal Standards Governing The Award Of Attorneys' Fees In Common Fund Cases Supports The

A Reasonable Percentage Of The Fund Recovered Is An Appropriate Approach To Awarding

A Percentage Fee Of 30% Of The Fund Created Is Reasonable In This Case

REPRESENTATIVE PLAINTIFFS' COUNSEL'S EXPENSES ARE REASONABLE AND WERE NECESSARILY INCURRED TO

Thomas E. Willging, Laural L. Hooper, and Robert J. Niemic, Empirical Study of Class Actions

PLEASE TAKE NOTICE that, pursuant to an Order of the Court filed July 9, 1998, on September lus reimbursement of expenses incurred.

Representative Class Plaintiffs' motion is based on their Memorandum of Law in Support of

The litigation was subject to the provisions of the recently enacted Private Securities

The efforts required of plaintiffs' counsel in achieving this result are set forth in detail

Plaintiffs' counsel's efforts to date have been without compensation of any kind and our

There have been no objections to counsel's fee and expense request filed to date.Hulett

For the reasons set forth here and in the Hulett Declaration, we respectfully submit that the

Since Paul, Johnson and its progeny, district courts in this circuit have almost uniformly

First, it is consistent with the practice in the private marketplace where contingent fee lodestar analysis while assuring that the beneficiaries do not experience undue delay in receiving

a lodestar/multiplier analysis confirms the reasonableness of the fee requested.

9 . MEMORANDUM IN SUPPORT OF APPROVAL

EXTRACTED KEY WORDS

PLAN
SETTLEMENT
ALLOCATION
REPRESENTATIVE PLAINTIFFS
SAN DIEGO
PURCHASE
LLP
YORK
APPROVING
SALES
DECLARE
MOTION
COMMON STOCK
PROCEEDS
CLASS ACTION
DISTRICT
UNITED STATES
COUNSEL
LAW OFFICES
CALCULATIONS
SETTLEMENT CLASS PERIOD
SUPPORT
MEMORANDUM
CALIFORNIA
COURT
SAN FRANCISCO
BENNETT
LERACH
SQUIRE

   MILBERG WEISS BERSHAD

   HYNES & LERACH LLP

   WILLIAM S. LERACH (68581)

   KEITH F. PARK (54275)

   KIRK B. HULETT (110726)

   HENRY ROSEN (156963)

   TOR GRONBORG (179109)

   600 West Broadway, Suite 1800

   San Diego, CA 92101

   Telephone: 619/231-1058

   GOLD BENNETT & CERA LLP

   PAUL F. BENNETT (63318)

   595 Market Street, Suite 2300

   San Francisco, CA 94105

   Telephone: 415/777-2230

   Attorneys for Plaintiffs

   (Additional counsel appear on signature page.)

                        UNITED STATES DISTRICT COURT

                      NORTHERN DISTRICT OF CALIFORNIA

   In re YES! ENTERTAINMENT CORP.

   SECURITIES LITIGATION

   ___________________________________

   This Document Relates To:

   ALL ACTIONS.

SNIPPETS:

HYNES & LERACH LLP

San Diego, CA 92101

GOLD BENNETT & CERA LLP

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

OF MOTION FOR APPROVAL OF PLAN OF ALLOCATION

PLEASE TAKE NOTICE that, on September 18, 1998, at 10:00 a.m., or as soon thereafter as

Representative Plaintiffs' motion is based on the Plan of Allocation and the Memorandum in

Representative Plaintiffs submit this memorandum in support of their motion for approval of

Entertainment Corp. common stock during the Settlement Class Period.

Class members are also asked to set forth the dateon which they purchased and sold their

A "Claim" will be calculated in accordance with the Plan described in the Notice sent to

retained or sold on or after December 12, 1996, the claim per share is equal to 20% of the

The Court has reserved jurisdiction to allow, disallow or adjust the claim of any Settlement

LAW OFFICES OF RICHARD

New York, NY 10271-0074

JEFFREY H. SQUIRE

I declare under penalty of perjury that the foregoing is true and correct.

11 . LITIGANTS 3 97CV2185

EXTRACTED KEY WORDS

DISTRICT
ENTERTAINMENT
SOL KERSHNER
KINGSBOROUGH
DONALD
ENTERTAINMENT CORPORATION
COR NTC
CALE CONSULTANTS
HULETT
KIRK
YAIR TAUMAN
CALIFORNIA
NORTHERN DISTRICT
DISTRICT COURT
TAKATS



3:97cv2185    Takats, et al v. Yes! Entertainment, et al

                                                            M-ADR  CONSOL
                       U.S. District Court
  U.S. District for the Northern District of California (S.F.)


JOSEPH TAKATS                     Kirk B. Hulett
     Plaintiff                    (COR NTC)
                                  William S. Lerach
                                  (COR LD NTC)
                                  Henry Rosen
                                  (COR NTC)
                                  Tor Gronborg
                                  (COR NTC)
                                  Milberg Weiss Bershad Hynes &
                                  Lerach LLP
                                  600 W Broadway Ste 1800
                                  One America Plaza
                                  San Diego, CA 92101
                                  (619) 231-1058


EJA MANAGEMENT LLC                Kirk B. Hulett
     Plaintiff                    (See above)
                                  (COR NTC)
                                  William S. Lerach
                                  (See above)
                                  (COR LD NTC)
                                  Henry Rosen
                                  (See above)
                                  (COR NTC)
                                  Tor Gronborg
                                  (See above)
                                  (COR NTC)

                                  Jeffrey H. Squire
                                  (COR NTC)
                                  Ira M. Press
                                  (COR NTC)
                                  Kaufman Malchman Kirby & Squire,
                                  LLP
                                  919 Third Ave 11th Flr
                                  New York, NY 10022
                                  (212) 371-6600

SNIPPETS:

3:97cv2185 Takats, et al v.

U.S. District Court

U.S. District for the Northern District of California

YAIR TAUMAN, individually and Kirk B. Hulett on behalf of Cale Consultants Ltd., on behalf of

ENTERTAINMENT CORPORATION

DONALD D. KINGSBOROUGH

SOL KERSHNER

13 . FIRST AMENDED CONSOLIDATED COMPLAINT

EXTRACTED KEY WORDS

SECURITIES
KINGSBOROUGH
V-LINK
PLAINTIFFS
EXCHANGE ACT
KERSHNER
CLASS ACTION
LAW
VIOLATION
STOCK
SALES
MANAGEMENT
REVENUE
REPORTS
SECURITIES ANALYSTS
UNITED STATES
MISLEADING
CLASS PERIOD
ENTERTAINMENT
CALIFORNIA
LAW OFFICES
POWER PENZ
NORTHERN DISTRICT
HOLIDAY SELLING
PLAINTIFFS DEMAND
CONSOLIDATED COMPLAINT
COMMUNICATIONS
REPRESENTATIONS
FCC REGULATIONS


   MILBERG WEISS BERSHAD
   HYNES & LERACH LLP
   WILLIAM S. LERACH (68581)
   KIRK B. HULETT (110726)
   HENRY ROSEN (156963)
   TOR GRONBORG (179109)
   600 West Broadway, Suite 1800
   San Diego, CA 92101
   Telephone: 619/231-1058

   LAW OFFICES OF LAWRENCE G.
   SOICHER
   LAWRENCE G. SOICHER
   300 Park Avenue, 20th Floor
   New York, NY 10022
   Telephone: 212/980-7000

   Attorneys for Plaintiffs
   (Additional counsel appear on signature page.)

                        UNITED STATES DISTRICT COURT

                      NORTHERN DISTRICT OF CALIFORNIA

   RANDALL M. HAROW, LARRY
   SCHUPPAN, JOSEPH TAKATS, EJA
   MANAGEMENT LLC, YAIR TAUMAN,
   Individually and On Behalf of CALE
   CONSULTANTS, LTD., and NANCY
   SIEGEL, On Behalf of Themselves and
   All Others Similarly Situated,

                         Plaintiffs,

              vs.

   YES! ENTERTAINMENT CORP.,
   DONALD D. KINGSBOROUGH and
   SOL KERSHNER,

                         Defendants.
   ____________________________________

   In re YES! ENTERTAINMENT CORP.
   SECURITIES LITIGATION
   ____________________________________

SNIPPETS:

LAW OFFICES OF LAWRENCE G. SOICHER LAWRENCE G. SOICHER

Attorneys for Plaintiffs

ENTERTAINMENT CORP. SECURITIES LITIGATION

FIRST AMENDED CONSOLIDATED COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934

Plaintiffs Demand A Trial By Jury

This is a securities class action on behalf of all persons who purchased the common stock of

Plaintiffs seek to remedy violations of federal securities laws by Yes!, its Chief Executive

finally began shipping the V-Link just prior to Thanksgiving 1996, it did so despite having

The defendants also repeatedly misrepresented the status of and prospects for Power Penz, a

Despite knowing of the quality, engineering and development problems each of these products

With these assurances and with promises of record revenues of $100 million for 1996, the

had violated federal law by shipping V-Link without FCC approval and that the Company could

These admissions and additional facts were revealed by securities analysts covering Yes!, who

was founded in late 1992 by Donald D. Kingsborough, the founder and former CEO of Worlds of

was continually losing money Kingsborough was able to continue to raise money through private

By late Spring 1995, many of the investors who had collectively invested over $40 million in

As expected, once their improper sales in violation of FCC regulations were revealed, sales

This revelation was in direct contrast to defendant Kingsborough's prior representations that

Many of the acts giving rise to the violations complained of, including the dissemination of

This action is properly brought in the Northern District of California, San Francisco

Plaintiff EJA Management LLC purchased 2,000 shares of Yes!

Because of Kingsborough's position, he knew the adverse, non-public information about Yes!'s a reports and other information provided to him in connection therewith.

These defendants controlled Yes!'s press releases, corporate reports, SEC filings and its

That on November 8, 1997 declarant served the FIRST AMENDED CONSOLIDATED COMPLAINT FOR

14 . DECLARATION OF TOR GRONBORG IN OPPOSITION TO MOTION TO DISMISS

EXTRACTED KEY WORDS

CALIFORNIA
PLAINTIFFS
SAN DIEGO
TOR GRONBORG
DISMISS
MOTION
DEFENDANTS
OPPOSITION
SUPPORT
NORTHERN DISTRICT
UNITED STATES
LAW
LERACH LLP
FOREGOING
PERJURY
PENALTY
EXHIBIT
TESTIFY
SOICHER
LAWRENCE
HYNES
MILBERG WEISS BERSHAD
DESIGNATED INTERNET SITE
SUITE
WEST BROADWAY
BUSINESS
PARTY
AGE
COUNTY

   MILBERG WEISS BERSHAD

   HYNES & LERACH LLP

   WILLIAM S. LERACH (68581)

   KIRK B. HULETT (110726)

   HENRY ROSEN (156963)

   TOR GRONBORG (179109)

   600 West Broadway, Suite 1800

   San Diego, CA 92101

   Telephone: 619/231-1058

   LAW OFFICES OF LAWRENCE G.

   SOICHER

   LAWRENCE G. SOICHER

   300 Park Avenue, 20th Floor

   New York, NY 10022

   Telephone: 212/980-7000

   Attorneys for Plaintiffs

                        UNITED STATES DISTRICT COURT

                      NORTHERN DISTRICT OF CALIFORNIA

   In re YES! ENTERTAINMENT CORP.

   SECURITIES LITIGATION

   __________________________________________

   This Document Relates To:

   ALL ACTIONS.

   __________________________________________

SNIPPETS:

LAW OFFICES OF LAWRENCE G.

LAWRENCE G. SOICHER

UNITED STATES DISTRICT COURT

DECLARATION OF TOR GRONBORG IN SUPPORT

OF PLAINTIFFS' OPPOSITION TO DEFENDANTS'

I am associated with the law firm of Milberg Weiss Bershad Hynes & Lerach LLP, counsel of

I make this declaration in support of Plaintiffs' Opposition to Defendants' Motion to Dismiss.

I have personal knowledge of the facts set forth herein and if called to testify in this

Attached as Exhibit A is a true and correct copy of the following document:

I declare under penalty of perjury under the laws of the State of California that the

Executed this 2nd day of April, 1998, at San Diego, California.

PURSUANT TO NORTHERN DISTRICT LOCAL RULE 23-2

That declarant is and was, at all times herein mentioned, a citizen of the United States and

That declarant caused this document to be forwarded to the following designated Internet site

15 . DECLARATION OF TOR GRONBORG

EXTRACTED KEY WORDS

DECLARATION
EXCHANGE ACT
SECURITIES
PURSUANT
APPOINTMENT
CALIFORNIA
SAN DIEGO
EXHIBIT
MOTION
UNITED STATES
COUNSEL
ENTERTAINMENT
COURT PURSUANT
LAW
TOR GRONBORG
LERACH LLP
STAT
SECURITIES LITIGATION REFORM
PRIVATE SECURITIES LITIGATION
PENDING
LAW FIRM
SUPPORT
HAROW
WEISS BERSHAD HYNES
MILBERG WEISS BERSHAD
MHP
MOVANTS
DISTRICT
SOICHER


   MILBERG WEISS BERSHAD
     HYNES & LERACH LLP
   WILLIAM S. LERACH (68581)
   KIRK B. HULETT (110726)
   HENRY ROSEN (156963)
   TOR GRONBORG (179109)
   600 West Broadway, Suite 1800
   San Diego, CA 92101
   Telephone: 619/231-1058

   LAW OFFICES OF LAWRENCE G.
     SOICHER
   LAWRENCE G. SOICHER
   300 Park Avenue, 20th Floor
   New York, NY 10022
   Telephone: 212/980-7000

   Attorneys for Plaintiffs


                        UNITED STATES DISTRICT COURT
                      NORTHERN DISTRICT OF CALIFORNIA


   RANDALL M. HAROW, et al., On Behalf
   of Themselves and All Others
   Similarly Situated,
                       Plaintiffs,
        vs.
   YES! ENTERTAINMENT CORP., et al.,
                       Defendants.
   ___________________________________

   )
   )
   )
   )
   )
   )
   )
   )
   )
   )
   )
   )

   No. C-97-1388-MHP

SNIPPETS:

LAW OFFICES OF LAWRENCE G. SOICHER LAWRENCE G. SOICHER

Attorneys for Plaintiffs

NORTHERN DISTRICT OF CALIFORNIA

DECLARATION OF TOR GRONBORG IN SUPPORT OF

I am an associate of the law firm of Milberg Weiss Bershad Hynes & Lerach LLP, one of the

I make this declaration in support of Plaintiffs' Motion to be Appointed Lead Plaintiffs

Attached as Exhibit A is a true and correct copy of the notice published by plaintiffs in the

Entertainment Corp., et al., No. C-97-1388 MHP, pending before this Court pursuant to §21Dof

Attached as Exhibit E are true and correct copies of the firm resumes for the law firms of

I declare under penalty of perjury under the laws of the United States of America and the

16 . DECLARATION OF KIRK B HULETT

EXTRACTED KEY WORDS

COUNSEL
CLASS ACTIONS
LITIGATION
MEMBERS
SECURITIES
CALIFORNIA
SETTLEMENT
COURT
DEFENDANTS
ATTORNEYS
FIRM
DECLARATION
REPRESENTATIVE CLASS PLAINTIFFS
ENTERTAINMENT
SAN DIEGO
AMENDED COMPLAINT
NORTHERN DISTRICT
SETTLEMENT FUND
PROSECUTION
UNITED STATES
HULETT
KIRK
FEDERAL CLASS ACTIONS
LERACH LLP
ALLOCATION
CALIFORNIA CIVIL CODE
NET SETTLEMENT FUND
V-LINK PRODUCT
VIOLATIONS

   MILBERG WEISS BERSHAD

   HYNES & LERACH LLP

   WILLIAM S. LERACH (68581)

   KEITH F. PARK (54275)

   KIRK B. HULETT (110726)

   HENRY ROSEN (156963)

   TOR GRONBORG (179109)

   600 West Broadway, Suite 1800

   San Diego, CA 92101

   Telephone: 619/231-1058

   GOLD BENNETT & CERA LLP

   PAUL F. BENNETT (63318)

   595 Market Street, Suite 2300

   San Francisco, CA 94105

   Telephone: 415/777-2230

   Attorneys for Plaintiffs

                        UNITED STATES DISTRICT COURT

                      NORTHERN DISTRICT OF CALIFORNIA

   In re YES! ENTERTAINMENT CORP.

   SECURITIES LITIGATION

   ___________________________________

   This Document Relates To:

   ALL ACTIONS.

   ___________________________________

SNIPPETS:

Attorneys for Plaintiffs

UNITED STATES DISTRICT COURT

DECLARATION OF KIRK B. HULETT

I am a member of the firm of Milberg Weiss Bershad Hynes & Lerach LLP, counsel for the

I have been actively involved in the prosecution of this litigation and am fully familiar

I make this declaration in support of Representative Class Plaintiffs' application, pursuant

This declaration sets forth the facts which demonstrate that the settlement of this

Entertainment, Corp. ("Yes!"

Although the following is not all-inclusive, it is intended to demonstrate the complexity of

Defendants were represented by able counsel.

In accordance with the Court's July 9, 1998 "Order Preliminarily Approving Settlement and

Declaration of Cheryl Washington Re Mailing of Notice of Pendency and Proposed Settlement of

On April 18, 1997 the first of three federal class actions was filed in the United States

Entertainment Corp. Securities Litigation, Master File No. C-97-1388-CRB.

The Federal Class Actions alleged violations of §§10and 20of the Securities Exchange Act of

The State Class Actions alleged claims for fraud and violations of California Corporations

Under the provisions of the Private Securities Litigation Reform Act of 1995, counsel for the

On November 7, 1997, before a ruling on Defendants' motion, plaintiffs filed a consolidated

plaintiffs claimed that Defendants failed to obtain Federal Communications Commission

One of our primary consultant was Princeton Venture Research, Inc., a firm composed of

As provided in the Stipulation, after deducting all appropriate taxes, administrative costs,

Executed this 10th day of September, 1998, at San Diego, California.

17 . DECLARATION OF GARY GARRIGUES

EXTRACTED KEY WORDS

CASH FLOW
OPERATING
CALIFORNIA
DECLARATION
SAN FRANCISCO
GARY GARRIGUES
HERETO
PLAINTIFFS
CERA LLP
GOLD BENNETT
OPERATING LOSS
EXCERPT
FACTS SET
LAW
SUPPORT
SECURITIES
ENTERTAINMENT
DISTRICT
LERACH
YEAR-END
STOCK
ACCUMULATED DEFICIT
CASH BALANCE
INCEPTION
INSUFFICIENT
CASH FLOWS TOTALLING
QUARTERLY PERIOD ENDING
F-5
ENTERTAINMENT CORPORATION


   GOLD BENNETT & CERA LLP
   PAUL F. BENNETT (63318)
   SOLOMON B. CERA (99467)
   GARY GARRIGUES (148667)
   595 Market Street, Suite 2300
   San Francisco, California 94105
   Telephone: (415) 777-2230
   Facsimile: (415) 777-5189

   MILBERG WEISS BERSHAD
     HYNES & LERACH LLP
   WILLIAM S. LERACH (68581)
   KIRK B. HULETT (110726)
   HENRY ROSEN (156963)
   TOR GRONBORG (179109)
   600 West Broadway, Suite 1800
   San Diego, California 92101
   Telephone: (619) 231-1058

   Attorneys for Plaintiffs

                        UNITED STATES DISTRICT COURT

                      NORTHERN DISTRICT OF CALIFORNIA

                           SAN FRANCISCO DIVISION

   In re YES! ENTERTAINMENT CORP.
   SECURITIES LITIGATION
   ____________________________________

   This Document Relates To:

   ALL ACTIONS.
   ____________________________________

   )
   )
   )
   )
   )
   )
   )
   )
   )
   )
   )

SNIPPETS:

San Francisco, California 94105 Telephone: 777-2230 Facsimile: 777-5189

MILBERG WEISS BERSHAD HYNES & LERACH LLP WILLIAM S. LERACH KIRK B. HULETT HENRY ROSEN TOR

NORTHERN DISTRICT OF CALIFORNIA

ENTERTAINMENT CORP. SECURITIES LITIGATION

DECLARATION OF GARY GARRIGUES IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF

I am an associate with the law firm of Gold Bennett & Cera LLP,

I could and would competently testify to the facts set forth herein.

Attached hereto as Exhibit A is a true and correct copy of an excerpt from Form 10-K filed

Entertainment Corporation.

reported an operating loss of $35,852,000 for the year 1997.

As reflected on page F-5 of Exhibit A,

Attached hereto as Exhibit B is a true and correct copy of an excerpt from Yes!'s Form 10-Q

reported an operating loss of $5,186,000 for the sixth months ended June 30, 1998.

reported operating cash flows totalling.

As reported on page 14 of Exhibit B, Yes!'s internally generated cash flow has been

reported a cash balance of $368,000, and Yes!

reported an accumulated deficit of $95,585,000 as of June 30, 1998.

common stock, printed off the Dow Jones electronic database.

stock closed at $6.75, $1.91 and $0.47 at year-end 1996, year-end 1997 and September 8, 1998,

18 . DECLARATION OF CHERYL WASHINGTON

EXTRACTED KEY WORDS

DECLARATION
MEMBERS
CALIFORNIA
NOMINEES
FIRM
SUMMARY NOTICE
PUBLICATION
CHERYL WASHINGTON
PLAINTIFF CLASS
TRANSFER AGENT
COMMON STOCK
REFLECTING
LABELS
EXHIBITS
HERETO
THEREAFTER
LARKSPUR
SETTLEMENT
PENDENCY
MAILING
LITIGATION
ENTERTAINMENT
COURT
DISTRICT
UNITED STATES
SOICHER
LAWRENCE
LERACH
INQUIRIES

   MILBERG WEISS BERSHAD

   HYNES & LERACH LLP

   WILLIAM S. LERACH (68581)

   KIRK B. HULETT (110726)

   HENRY ROSEN (156963)

   TOR GRONBORG (179109)

   600 West Broadway, Suite 1800

   San Diego, CA 92101

   Telephone: 619/231-1058


   LAW OFFICES OF LAWRENCE G.

   SOICHER

   LAWRENCE G. SOICHER

   300 Park Avenue, 20^th Floor

   New York, NY 10022

   Telephone: 212/980-7000


   Attorneys for Plaintiffs



                        UNITED STATES DISTRICT COURT

                       NORTHERN DISTRICT OF CALIFORNIA



   In re YES! ENTERTAINMENT CORP.

   SECURITIES LITIGATION

   _______________________________

SNIPPETS:

HYNES & LERACH LLP

LAW OFFICES OF LAWRENCE G.

LAWRENCE G. SOICHER

NORTHERN DISTRICT OF CALIFORNIA

DECLARATION OF CHERYL WASHINGTON RE:

I submit this declaration in order to provide the Court and the parties to the

I am employed by Gilardi & Co. LLC, located at 1115 Magnolia Avenue, Larkspur, California.

the firm was retained to cause the Notice and Proof of Claim form to be printed and to

A copy of the printed Notice and Proof of Claim form are attached hereto as Exhibits A and B.

On or before July 22, 1998, I caused address labels reflecting the names and addresses of

Entertainment Corp. during the period from March 29, 1996 through and including December 12,

The labels were prepared from listings provided by the transfer agent representing those

I thereafter caused all of the envelopes containing the Notice and Proof of Claim form to be

we have forwarded additional Notices and Proof of Claim forms on request to nominees who

We have also forwarded Notices and Proof of Claim forms directly to beneficial owners upon

In response to correspondence or inquiries from potential class members and or nominees, we

On July 30, 1998, I caused the Summary Notice to be published in Investor's Business Daily as

I declare under penalty of perjury that the foregoing is true and correct to the best of my

19 . COMPLAINT B 2

EXTRACTED KEY WORDS

PLAINTIFF
BUSINESS
PROFESSIONS CODE
CALIFORNIA
CLASS ACTION
V-LINK PRODUCT
CIVIL CODE
COMMON STOCK
CORPORATIONS CODE
KINGSBOROUGH
COUNTY
KERSHNER
MEMBERS
SEQ
BOWER
CERA LLP
VIOLATION
MISLEADING
MATERIAL FACTS
MISLEADING STATEMENTS
COMPLAINT
ENTERTAINMENT
ATTORNEYS
SAN FRANCISCO
CLASS PERIOD
ALLEGATIONS
ELAN
KENNETH
PECKEL LLP


   GOLD BENNETT & CERA LLP
   SOLOMON B. CERA (99467)
   GREGORY C. MOORE (143038)
   595 Market Street, Suite 2300
   San Francisco, California 94105
   Telephone: (415) 777-2230
   RABIN & PECKEL LLP
   I. STEPHEN RABIN
   BRIAN P. MURRAY
   275 Madison Avenue
   New York, New York 10016
   Telephone: (212) 682-1818
   LAW OFFICES OF KENNETH A. ELAN
   217 Broadway, Suite 404
   New York, New York 10007
   Telephone: (212) 619-0261
   Attorneys for Plaintiff,
   All Others Similarly Situated
   And the General Public

                 SUPERIOR COURT OF THE STATE OF CALIFORNIA
                             COUNTY OF ALAMEDA

   TU MING WANG, On Behalf Of Himself,
   All Others Similarly Situated And The
   General Public,
                         Plaintiff,
              v.
   YES! ENTERTAINMENT, INC.,
   DONALD D. KINGSBOROUGH, BRUCE
   D. BOWER, SOL KERSHNER, and
   DOES 1-20,
                         Defendants.
   ____________________________________

   )
   )
   )
   )
   )
   )
   )
   )
   )
   )
   )
   )

SNIPPETS:

GOLD BENNETT & CERA LLP SOLOMON B. CERA GREGORY C. MOORE

Attorneys for Plaintiff, All Others Similarly Situated And the General Public

SUPERIOR COURT OF THE STATE OF CALIFORNIA

BUSINESS AND PROFESSIONS CODE §17200 ET SEQ.

For this complaint, plaintiff makes the following allegations, which are made on information

This is a class action brought on behalf of purchasers of the common stock of Yes!

Entertainment, Inc. between October 23, 1996 and December 12, 1996, inclusive, and the

During the Class Period, Yes and certain of its officers and directors ("the Individual

Defendants carried out their scheme by issuing false and misleading statements and omitting

Before products containing transmitters such as the one found in the V-Link product are

The claims asserted herein arise under Sections 25400 and 25500 of the Corporations Code,

Venue is proper in the County of Alameda because the wrongful acts alleged in this action

Defendant Donald D. Kingsborough has been the Chairman of Yes's Board of Directors and Chief

Defendant Bruce D. Bower is Yes's Executive Vice

Defendant Sol Kershner is Yes's Chief Operating

Whether defendants made false and misleading statements, which emanated from California, or

According to a published report in the San Francisco Chronicle, dated December 12, 1996, the

Necessarily, defendants' violation of Section 17500, et seq.

Gregory C. Moore - and -RABIN & PECKEL LLP

- and -LAW OFFICES OF KENNETH A. ELAN

20 . COMPLAINT B

EXTRACTED KEY WORDS

PLAINTIFF
ACT
CLASS ACTION
KINGSBOROUGH
YORK
LAW
V-LINK
MEMBERS
KERSHNER
MISLEADING
COMMON STOCK
DISTRICT
ATTORNEYS
CLASS PERIOD
FACTS
MATERIALLY FALSE
SECURITIES
UNITED STATES
PLAINTIFF NANCY SIEGEL
GROSSMAN PATRICK
LAW OFFICES
FINANCIAL CONDITION
EXCHANGE ACT
ENTERTAINMENT
CALIFORNIA
STATES DISTRICT COURT
COMMUNICATIONS
FCC APPROVALS
MARKET PRICE


   JOSEPH J. TABACCO, JR. (75484)
   BERMAN, DeVALERIO, PEASE & TABACCO
   425 California Street, Suite 2025
   San Francisco, CA 94104
   Telephone: (415) 433-3200

   James V. Bashian
   LAW OFFICES OF JAMES V. BASHIAN
   500 Fifth Avenue
   New York, NY 10110
   Telephone: (212) 921-4110

   Stanley M. Grossman
   Patrick V. Dahlstrom
   POMERANTZ HAUDEK BLOCK
     & GROSSMAN
   100 Park Avenue, 26th Floor
   New York, NY 10017
   Telephone: (212) 661-1100

   Mark C. Gardy
   ABBEY, GARDI & SQUITIERI, LLP
   212 East 39th Street
   New York, NY 10016
   Telephone: (212) 889-3700

   Attorneys for Plaintiff Nancy Siegel

                        UNITED STATES DISTRICT COURT

                      NORTHERN DISTRICT OF CALIFORNIA

   NANCY SIEGEL, On Behalf Of Herself And
   All Others Similarly Situated,

                         Plaintiff,

              v.

   YES! ENTERTAINMENT, INC., DONALD D.
   KINGSBOROUGH, BRUCE D. BLOWER
   AND SOL KERSHNER,

                         Defendants.
   ________________________________________

   )

SNIPPETS:

LAW OFFICES OF JAMES V. BASHIAN

New York,

Stanley M. Grossman Patrick V. Dahlstrom

Attorneys for Plaintiff Nancy Siegel

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

Entertainment, Inc., and the Company's public filings with the Securities and Exchange

Plaintiff brings this action as a class action on behalf of herself and all others who

The materially false and misleading statements, which are described in detail below,

During the Class Period, the Company claimed, inter alia, that "by the end of this year" it

In fact, the defendants knew when those statements were made that Yes did not have the

The claims herein arise under Sections 10and 20of the Securities Exchange Act of 1934, 15

The jurisdiction of this Court is based on Section 27 of the Securities Exchange Act of 1934,

Many of the acts and transactions giving rise to the violations of law complained of herein,

Plaintiff Nancy Siegel purchased 800 shares of Yes common stock on December 5, 1996 at the

Defendant Yes is a California corporation with its executive offices and principal place of

Defendant Donald D. Kingsborough, the Company's founder, was, at all relevant times, Yes's

Defendant Sol Kershner was, at all relevant times, the Company's Chief Financial Officer,

Defendants engaged in a common course of conduct for which they are jointly and severally

The members of the Class are located in geographically diverse areas and are so numerous that

Whether the challenged public statements disseminated to the investing public and to the

in order to insure that retailers would accept shipments of V-Link in time for the 1996

21 . COMPLAINT A

EXTRACTED KEY WORDS

STOCK
KINGSBOROUGH
PLAINTIFFS
V-LINK
SECURITIES
LAW
KERSHNER
FEDERAL SECURITIES
CHIEF EXECUTIVE OFFICER
COMMON STOCK
FCC
VIOLATIONS
ENTERTAINMENT
PRICE
PRIOR
REPRESENTATIONS
HOLIDAY SELLING
MISREPRESENTATIONS
CALIFORNIA
NORTHERN DISTRICT
UNITED STATES
INVESTORS
EXCHANGE ACT
MISLEADING
RETAILERS
PLAINTIFFS DEMAND
POWER PENZ
FCC REGULATION
SOL KERSHNER


MILBERG WEISS BERSHAD
  HYNES & LERACH LLP
WILLIAM S. LERACH (68581)
ALAN SCHULMAN (128661)
DARREN J. ROBBINS (168593)
600 West Broadway, Suite 1800
San Diego, CA  92101
Telephone:  619/231-1058

LAW OFFICES OF LAWRENCE G.
  SOICHER
LAWRENCE G. SOICHER
300 Park Avenue, 20th Floor
New York, NY  10022
Telephone:  212/980-7000

Attorneys for Plaintiffs


                  UNITED STATES DISTRICT COURT

                 NORTHERN DISTRICT OF CALIFORNIA


RANDALL M. HAROW and LARRY          ) No. C-97-1388 MHP
SCHUPPAN, On Behalf of Themselves   )
and All Others Similarly Situated,  ) CLASS ACTION
                                    )
                    Plaintiffs,     )
     vs.                            ) COMPLAINT FOR VIOLATION OF
                                    ) THE SECURITIES EXCHANGE ACT
YES! ENTERTAINMENT CORP., DONALD D. ) OF 1934
KINGSBOROUGH and SOL KERSHNER,      )
                                    )
                   Defendants.      )  Plaintiffs Demand A
____________________________________)  Trial By Jury



_______________________________________________________________________________




                       NATURE OF THE ACTION

    1.   This is a securities class action on behalf of all

SNIPPETS:

LAW OFFICES OF LAWRENCE G. SOICHER LAWRENCE G. SOICHER

Attorneys for Plaintiffs

NORTHERN DISTRICT OF CALIFORNIA

ENTERTAINMENT CORP., DONALD D.) OF 1934

KINGSBOROUGH and SOL KERSHNER,)

Plaintiffs Demand A ____________________________________) Trial By Jury

purchasers of the common stock of Yes!

seeking to remedy violations of federal securities

Financial Officer which violations involved misrepresentations

V-Link -- a 900 Mhz mobile telephone system targeted at teenage

consumers which defendants asserted would be the Company's flagship

to get major retailers to accept shipments of V-Link in time for

required to receive final marketing approval from the FCC prior to

prospects for Power Penz,

investors that Yes!

the price of Yes!'s stock price soared reaching

Prior to its IPO, various investors, including investment funds managed and/or controlled by

that V-Link was subject to FCC regulation!

these products on store shelves for the holiday selling season,

direct contrast to defendant Kingsborough's prior representations

stock as defendants issued their false and misleading statements,

arise under §§10and 20of the Exchange Act,

This action is properly brought in the Northern District

Chief Executive Officer of Yes!.

22 . FINAL JUDGMENT AND ORDER OF DISMISSAL

EXTRACTED KEY WORDS

MEMBERS
STIPULATION
REPRESENTATIVE CLASS PLAINTIFFS
LITIGATION
COURT
DEFENDANTS
JUDGEMENT
YORK
LAW OFFICES
DISTRICT
SAN DIEGO
UNITED STATES
LLP
COUNSEL
PURSUANT
CIVIL PROCEDURE
FEDERAL RULES
SETTLING PARTIES
DECLARE
ADEQUATE
APPROVING
CALIFORNIA
SQUIRE
KRANICH
RICHARD
EXECUTES
CONTROLLING
REQUESTED EXCLUSION
PROPOSED SETTLEMENT

                        UNITED STATES DISTRICT COURT

                      NORTHERN DISTRICT OF CALIFORNIA


   In re YES! ENTERTAINMENT CORP.

   SECURITIES LITIGATION

   ___________________________________

   This Document Relates To:

   ALL ACTIONS.

   ___________________________________

   Master File No. C-97-1388-CRB

   CLASS ACTION

   DATE: September 18, 1998

   TIME: 10:00 a.m.

   COURTROOM: The Honorable

   Charles R. Breyer

                   FINAL JUDGMENT AND ORDER OF DISMISSAL

   This matter came on for hearing on September 18, 1998, upon the
   application of the Settling Parties for approval of the settlement set
   forth in the Stipulation of Settlement (the "Stipulation") dated as of
   July 8, 1998. Due and adequate notice having been given to the
   Settlement Class, and the Court having considered the Stipulation, all
   papers filed and proceedings held herein and all oral and written
   comments received regarding the proposed settlement, and having
   reviewed the entire record in the action, and good cause appearing.

   IT IS HEREBY ORDERED, ADJUDGED AND DECREED AS FOLLOWS:

   1. The Court, for purposes of this Final Judgment and Order of
   Dismissal (the "Final Judgment"), adopts all defined terms as set
   forth in the Stipulation.

   2. The Court has jurisdiction over the subject matter of the Federal
   Class Actions, the Representative Class Plaintiffs, all Members of the

SNIPPETS:

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SECURITIES LITIGATION

This matter came on for hearing on September 18, 1998, upon the application of the Settling

Due and adequate notice having been given to the Settlement Class, and the Court having

The Court, for purposes of this Final Judgment and Order of Dismissal, adopts all defined

The Court has jurisdiction over the subject matter of the Federal Class Actions, the

The Court finds that the distribution of the Notice of Pendency and Proposed Settlement of process, the United States Constitution, and any other applicable law.

Except as to any individual claim of those Persons who have validly and timely requested

Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court has finally certified

during the Settlement Class Period, members of the immediate family of any Individual

Upon the Effective Date, the Representative Class Plaintiffs and their counsel on their own

San Diego, CA 92101

GOLD BENNETT & CERA LLP

LAW OFFICES OF RICHARD

RICHARD D. KRANICH

New York, NY 10271-0074

JEFFREY H. SQUIRE

I declare under penalty of perjury that the foregoing is true and correct.

23 . CIVIL DOCKET FOR CASE 97-CV-1388

EXTRACTED KEY WORDS

MOTION
MCL
PLAINTIFFS
COMPLAINT
DEFENDANTS
JUDGE
COUNSEL
DISMISS
AMENDED COMPLAINT
GBA
STIPULATION
DECLARATION
BREYER
JUDGE CHARLES
APPOINTMENT
MANAGEMENT
PROPOSED ORDER
MEMORANDUM
CONFERENCE
NOTICE SET
LEAD PLAINTIFFS PURSUANT
PATEL
JUDGE MARILYN
OPPOSITION
STRIKE
SECURITIES EXCHANGE ACT
KINGSBOROUGH
DONALD
AUTHORITIES


Docket as of July 14, 1998 (retrieved 7/14/98)

Proceedings include all events.                                          RELATE
3:97cv1388    Harow, et al v. Yes! Entertainment, et al

                                                            RELATE
                       U.S. District Court
  U.S. District for the Northern District of California (S.F.)

               CIVIL DOCKET FOR CASE #: 97-CV-1388

Harow, et al v. Yes! Entertainment, et al                   Filed: 04/18/97
Assigned to: Judge Charles R. Breyer         Jury demand: Both
Demand: $0,000                               Nature of Suit:  850
Lead Docket: None                            Jurisdiction: Federal Question
Dkt# in other court: None

Cause: 15:78m(a) Securities Exchange Act

(Party and Counsel List)


4/18/97  1       COMPLAINT Summons(es) issued; Fee status pd entered on
                 4/18/97 in the amount of $ 150.00 (Receipt No. 127127);
                 jury demand    (3:97-cv-01388) (slh) (Entry date 04/21/97)

4/18/97  2       ORDER RE COURT PROCEDURE and SCHEDULE by Judge Marilyn H.
                 Patel: Proof of service to be filed by 6/2/97; counsels'
                 case management statement to be filed by 9/2/97; initial
                 case management conference will be held 9:30 9/12/97.  (cc:
                 all counsel) (slh) (Entry date 04/21/97)

5/8/97   3       WAIVER OF SERVICE by defendant served on 4/29/97 in
                 response to the Request for Waiver sent on 4/23/97
                 (3:97-cv-01388) (gba) (Entry date 05/09/97)

6/16/97  4       MOTION with memorandum in support before Judge Marilyn H.
                 Patel by Plaintiff to be appointed lead plaintiffs
                 pursuant to 21D(a) (3) (B) of the securities exchange act
                 of 1934 and for appointment of lead plaintiffs' lead
                 counsel with Notice set for 9/26/97 10:30  (3:97-cv-01388)
                 (gba) (Entry date 06/26/97) (3:97cv1388)

6/16/97  5       DECLARATION by Tor Gronborg on behalf of Plaintiff re
                 motion to be appointed lead plaintiffs pursuant to 21D(a)
                 (3) (B) of the securities exchange act of 1934 and for
                 appointment of lead plaintiffs' lead counsel (4-1)

SNIPPETS:

Cause: 15:78mSecurities Exchange Act

(Party and Counsel List)

4/18/97 1 COMPLAINT Summonsissued;

jury demand (Entry date 04/21/97)

4/18/97 2 ORDER RE COURT PROCEDURE and SCHEDULE by Judge Marilyn H.

Patel: Proof of service to be filed by 6/2/97;

case management conference will be held 9:30 9/12/97.

6/16/97 4 MOTION with memorandum in support before Judge Marilyn H.

Patel by Plaintiff to be appointed lead plaintiffs

of 1934 and for appointment of lead plaintiffs' lead

counsel with Notice set for 9/26/97 10:30

6/16/97 5 DECLARATION by Tor Gronborg on behalf of Plaintiff re

6/16/97 -- RECEIVED Proposed Order re:

appointed lead plaintiffs pursuant to 21Dof the

8/7/97 8 STIPULATION and ORDER by Judge Fern M. Smith:

AUTHORITIES before Judge Marilyn H. Patel by defendants

for 10/3/97 at 10:30 am (mcl)

motion to dismiss complaint

motion to strike portions of plaintiff's

status conference scheduled for 11/14/97 at 10:30 a.m.

Plaintiffs shall file their amended complaint on or before

Charles R. Breyer

Judge Charles R. Breyer the motion to dismiss complaint

1/5/98, opposition due 2/6/98, reply due 2/20/98;

in 3:97-cv-01388 to strike declaration of Donald D.

Kingsborough with Notice set for 5/22/98 at 10:00

24 . CIVIL DOCKET FOR CASE 97-CV-2429

EXTRACTED KEY WORDS

MANAGEMENT CONFERENCE
SLH
MCL
COUNSEL
COURT
MANAGEMENT CONFERENCE SET
JUDGE
DOCKET
PLAINTIFF
DISTRICT
GBA
C/R
PATEL
JUDGE MARILYN
WAIVER
COMPLAINT
ENTERTAINMENT
SETTLEMENT
DOCKET MODIFICATION
BREYER
CHARLES
ASSIGNMENT COMMITTEE
FAILURE
PREPARED OSC
MEMBER
RELATING
REQUEST
RESPONSE
BLOWER



Docket as of July 10, 1998 (retrieved 8/27/98)

Proceedings include all events.                                          RELATE
3:97cv2429    Siegel v. Yes! Entertainment, et al

                                                            RELATE
                       U.S. District Court
  U.S. District for the Northern District of California (S.F.)

               CIVIL DOCKET FOR CASE #: 97-CV-2429

Siegel v. Yes! Entertainment, et al                         Filed: 06/27/97
Assigned to: Judge Charles R. Breyer         Jury demand: Plaintiff
Demand: $0,000                               Nature of Suit:  850
Lead Docket: 97-CV-1388                      Jurisdiction: Federal Question
Dkt# in other court: None

Cause: 15:78m(a) Securities Exchange Act

(Party and Counsel List)


6/27/97  1       COMPLAINT Summons(es) issued; Fee status pd entered on
                 6/27/97 in the amount of $ 150.00 (Receipt No. 42991); jury
                 demand    (3:97-cv-02429) (slh) (3:97cv2429)

6/27/97  2       ORDER RE COURT PROCEDURE and SCHEDULE by Chief Judge
                 Thelton E. Henderson: Proof of service to be filed by
                 8/11/97; counsels' case management statement to be filed by
                 10/20/97; initial case management conference will be held
                 3:00 10/28/97.  (cc: all counsel) (slh) (3:97cv2429)

7/3/97   3       NOTICE by Plaintiff of related case(s) C97-1388 MHP
                 (3:97-cv-02429) (slh) (Entry date 07/07/97) (3:97cv2429)

7/3/97   4       PROOF OF SERVICE by Plaintiff of related case notice (3-1)
                 (3:97-cv-02429) (slh) (Entry date 07/07/97) (3:97cv2429)

7/3/97   5       PROOF OF SERVICE by Plaintiff of amended complaint
                 (3:97-cv-02429) (slh) (Entry date 07/07/97) (3:97cv2429)

8/6/97   6       WAIVER OF SERVICE by defendants Yes! Entertainment, Donald
                 D. Kingsborough, Bruce D. Blower, and Sol Kershner served
                 on 8/1/97 in response to the Request for Waiver sent on
                 6/2/97   (3:97-cv-02429) (slh) (Entry date 08/07/97)
                 (3:97cv2429)

SNIPPETS:

Docket as of July 10,

U.S. District Court

U.S. District for the Northern District of California

(Party and Counsel List)

6/27/97 1 COMPLAINT Summonsissued;

demand (slh)

6/27/97 2 ORDER RE COURT PROCEDURE and SCHEDULE by Chief Judge

7/3/97 3 NOTICE by Plaintiff of related caseC97-1388 MHP

(Entry date 07/07/97)

8/6/97 6 WAIVER OF SERVICE by defendants Yes!

Entertainment, Donald

Kingsborough, Bruce D. Blower, and Sol Kershner served

on 8/1/97 in response to the Request for Waiver sent on

notice; relating cases; 3:97-cv-1388 with member

Case reassigned to Judge Marilyn H.

Patel

(C/R not reported) Initial case management

Court to prepared OSC for failure to

11/7/97 9 CLERK'S NOTICE Case Management Conference set for 10:30

12/4/97 10 ORDER by Assignment Committee Case reassigned to Judge

Charles R. Breyer (gba)

(mcl)

3/17/98 -- Docket Modification to Case Management

Status conference held re settlement.

25 . CIVIL DOCKET FOR CASE 97-CV-2185

EXTRACTED KEY WORDS

COUNSEL
DOCKET
GBA
WAIVER
LCC
CONFERENCE
JUDGE
MCL
COURT
MANAGEMENT CONFERENCE
DISTRICT
ENTERTAINMENT
SETTLEMENT
DOCKET MODIFICATION
PATEL
JUDGE MARILYN
REQUEST
RESPONSE
KINGSBOROUGH
DONALD
DEFENDANTS
JOINDER
PLAINTIFF
SCHEDULE
TAKATS
C/R ROSITA FLORES
BREYER
CHARLES
ASSIGNMENT COMMITTEE



Docket as of July 10, 1998 (retrieved 7/13/98)

Proceedings include all events.                                   M-ADR  CONSOL
3:97cv2185    Takats, et al v. Yes! Entertainment, et al

                                                            M-ADR  CONSOL
                       U.S. District Court
  U.S. District for the Northern District of California (S.F.)

               CIVIL DOCKET FOR CASE #: 97-CV-2185

Takats, et al v. Yes! Entertainment, et al                  Filed: 06/11/97
Assigned to: Judge Charles R. Breyer         Jury demand: Plaintiff
Demand: $0,000                               Nature of Suit:  850
Lead Docket: 97-CV-1388                      Jurisdiction: Federal Question
Dkt# in other court: None

Cause: 15:78m(a) Securities Exchange Act

(Party and Counsel List)


6/11/97  1       COMPLAINT  Summons(es) issued; Fee status pd entered on
                 6/11/97  in the amount of $ 150.00 ( Receipt No. 127736);
                 jury demand    (3:97-cv-02185) (mcl) (Entry date 06/16/97)
                 (3:97cv2185)

6/11/97  2       ORDER RE COURT PROCEDURE and SCHEDULE (ADR Multi-Option)
                 by Judge Fern M. Smith : Proof of service to be filed by
                 7/28/97 ; counsels' case management statement to be filed
                 by 10/14/97 ; initial case management conference will be
                 held 8:30 10/24/97 .  (cc: all counsel)    (3:97-cv-02185)
                 (mcl) (Entry date 06/16/97) (3:97cv2185)

6/11/97  3       NOTICE by Plaintiff of related case(s) C-97-1388 MHP
                 (3:97-cv-02185) (mcl) (Entry date 06/16/97) (3:97cv2185)

6/16/97  4       NOTICE by Plaintiff Joseph Takats of joinder and joinder
                 (3:97-cv-02185) (lcc) (Entry date 06/17/97) (3:97cv2185)

6/24/97  5       WAIVER OF SERVICE by Defendants Yes! Entertainment, Donald
                 D. Kingsborough, Sol Kershner served on 6/20/97 in response
                 the Request for Waiver sent on 6/13/97.   (3:97-cv-02185)
                 (lcc) (3:97cv2185)

6/24/97  5       WAIVER OF SERVICE by Defendants Yes! Entertainment, Donald

SNIPPETS:

Docket as of July 10,

3:97cv2185 Takats, et al v.

U.S. District Court

U.S. District for the Northern District of California

(Party and Counsel List)

jury demand (mcl) (Entry date 06/16/97)

6/11/97 2 ORDER RE COURT PROCEDURE and SCHEDULE

6/11/97 3 NOTICE by Plaintiff of related caseC-97-1388 MHP

6/16/97 4 NOTICE by Plaintiff Joseph Takats of joinder and joinder

6/24/97 5 WAIVER OF SERVICE by Defendants Yes!

Entertainment, Donald

Kingsborough, Sol Kershner served on 6/20/97 in response

the Request for Waiver sent on 6/13/97.

7/1/97 6 ORDER by Judge Marilyn H. Patel relating cases;

reassigned to Judge Marilyn H. Patel (Date Entered:

C97-2185 (gba)

confirming the status conference scheduled for 11/14/97 at

9/12/97 -- Docket Modification to letter Case

Management Conference set for 10:30 11/14/97;

12/4/97 8 ORDER by Assignment Committee Case reassigned to Judge

Charles R. Breyer (cc: all

7/9/98 9 MINUTES: (C/R Rosita Flores)

Status conference held re settlement.

26 . ORDER

EXTRACTED KEY WORDS

DEFENDANTS
AMENDED COMPLAINT
MOTION
COURT
FACTS
SECURITIES LITIGATION
PARTICULARITY
ALLEGATIONS
SUPP
STRIKE
DISMISS
CORPORATION SECURITIES LITIGATION
FIRST AMENDED COMPLAINT
UNITED STATES DISTRICT
ALLEGE
UNDERLYING
TRANSACTIONS
CIR
SECURITIES ANALYSTS
KIMBERLEY
ZEID
REFERENCE
MISLEADING
AMEND
SECOND AMENDED COMPLAINT
ALLEGED ACCOUNTING DEFICIENCIES
FRAUDULENT FINANCIAL STATEMENTS
CAERE CORPORATE SECURITIES
REQUIRED ENTANGLEMENT

                    IN THE UNITED STATES DISTRICT COURT

                  FOR THE NORTHERN DISTRICT OF CALIFORNIA

   In re YES! ENTERTAINMENT
   CORP. SECURITIES LITIGATION.
   ________________________________________/

   No. C97-01388 CRB
   (filed May 15, 1998)
   ORDER

   Now before the Court are defendants' Motion to Dismiss the First
   Amended Complaint and plaintiffs' Motion to Strike. Having reviewed
   the papers, the Court determines that oral argument is unnecessary.
   See Local Rule 7-1(b). The First Amended Complaint is hereby
   DISMISSED, with leave to amend, for the following reasons.

   1. A complaint made "upon investigation of counsel" is the same as a
   complaint made "upon information and belief." See In re Silicon
   Graphics, Inc. Securities Litigation, 970 F. Supp. 746, 763 (N.D. Cal.
   1997.) Plaintiffs must state with particularity all facts on which
   their allegations as to why each statement is misleading are formed.
   See 15 U.S.C. § 78u-4(b)(1)(B). For example, plaintiffs must state
   with particularity the facts upon which the allegations of paragraphs
   38(a)-(d) are formed. Reference to "confidential internal YES! data"
   or similar terms is insufficient to provide such a basis. See Zeid v.
   Kimberley, 973 F. Supp. 910, 920 (N.D. Cal. 1997) (holding that
   "without any reference to particular corporate documents or other
   information, the Court can only conclude that Plaintiffs' allegations
   are based purely on speculation and conclusions drawn from
   hindsight").

   2. To state a claim against defendants for making false and misleading
   statements to securities analysts, Cooper v. Pickett, 137 F. 3d 616,
   627 (9th Cir. 1997), plaintiffs must comply with Fed. R. Civ. P. 9(b).
   In particular, plaintiffs must state with particularity all facts upon
   which the explanation of how each statement is false is based.

   3. To state a claim against defendants for misrepresentations made in
   the securities analysts forecasts, plaintiffs must demonstrate that
   defendants placed "their imprimatur, express or implied, on the
   projections." In re Syntex Corporation Securities Litigation, 95 F.3d
   922, 934 (9th Cir 1996) (quotation omitted). Plaintiffs must plead the
   required entanglement with the specificity required by Rule 9(b). In
   re Caere Corporate Securities Litigation, 837 F. Supp. 1054, 1059
   (N.D. Cal. 1993). Plaintiffs' First Amended Complaint does not do so.

SNIPPETS:

Now before the Court are defendants' Motion to Dismiss the First Amended Complaint and

The First Amended Complaint is hereby DISMISSED, with leave to amend, for the following

See In re Silicon Graphics, Inc. Securities Litigation, 970 F. Supp.

Plaintiffs must state with particularity all facts on which their allegations as to why each

Reference to "confidential internal YES!

See Zeid v. Kimberley, 973 F. Supp.

To state a claim against defendants for misrepresentations made in the securities analysts

In re Syntex Corporation Securities Litigation, 95 F.3d 922, 934 (9th Cir 1996).

Plaintiffs must plead the required entanglement with the specificity required by Rule 9.

In re Caere Corporate Securities Litigation,

To state a claim against defendants for fraudulent financial statements plaintiffs must

Accordingly, the Court will defer decision on plaintiffs' motion to strike until after

CHARLES R. BREYER UNITED STATES DISTRICT JUDGE

27 . COMPLAINT A 2

EXTRACTED KEY WORDS

KINGSBOROUGH
V-LINK
PLAINTIFFS
EXCHANGE ACT
SECURITIES
CLASS ACTION
KERSHNER
VIOLATION
STOCK
FCC
MANAGEMENT
ENTERTAINMENT
SHARES
PRICE
PRIOR
HOLIDAY SELLING
CALIFORNIA
NORTHERN DISTRICT
UNITED STATES
LERACH LLP
VENTURE INVESTORS
MISLEADING
SQUIRE
POWER PENZ
FCC REGULATION
REPRESENTATIONS
CHIEF EXECUTIVE OFFICER
CLASS PERIOD
PLAINTIFFS DEMAND

 Complaint for Violation of the Securities Exchange Act of 1934 (Takats, et
      al. v. Yes! Entertainment Corp., et al., Case No. C-97-2185-FMS)

   MILBERG WEISS BERSHAD
   HYNES & LERACH LLP
   WILLIAM S. LERACH (68581)
   KIRK B. HULETT (110726)
   HENRY ROSEN (156963)
   TOR GRONBORG (179109)
   600 West Broadway, Suite 1800
   San Diego, CA 92101
   Telephone: 619/231-1058
   KAUFMAN, MALCHMAN, KIRBY
   & SQUIRE, LLP
   JEFFREY H. SQUIRE
   IRA M. PRESS
   919 Third Avenue, 11th Floor
   New York, NY 10022
   Telephone: 212/371-6600
   Attorneys for Plaintiffs

                        UNITED STATES DISTRICT COURT

                      NORTHERN DISTRICT OF CALIFORNIA

   JOSEPH TAKATS, EJA MANAGEMENT LLC and YAIR TAUMAN, Individually and On
   Behalf of CALE CONSULTANTS, LTD., On Behalf of Themselves and All
   Others Similarly Situated,
   Plaintiffs,
   vs.
   YES! ENTERTAINMENT CORP., DONALD D. KINGSBOROUGH and SOL KERSHNER,
   Defendants.
   ___________________________________
   )))))))))))))))
   No.
   CLASS ACTION

   COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934

   Plaintiffs Demand A

   Trial By Jury

                            NATURE OF THE ACTION

   1. This is a securities class action on behalf of all purchasers of
   the common stock of Yes! Entertainment Corp. ("Yes!" or the "Company")
   between March 29, 1996 and December 12, 1996 (the "Class Period"),

SNIPPETS:

Complaint for Violation of the Securities Exchange Act of 1934 (Takats,

KAUFMAN, MALCHMAN, KIRBY & SQUIRE, LLP JEFFREY H. SQUIRE IRA M.

212/371-6600 Attorneys for Plaintiffs

ENTERTAINMENT CORP., DONALD D. KINGSBOROUGH and SOL KERSHNER, Defendants.

This is a securities class action on behalf of all purchasers of the common stock of Yes!

or the "Company") between March 29, 1996 and December 12, 1996, seeking to remedy violations flagship product for the 1996 holiday selling season.

opted to flout FCC regulations and