OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT

         This Offshore Securities Subscription Agreement is executed in reliance
upon the  transaction  exemption  afforded by Regulation S  ("Regulation  S") as
promulgated  by the  Securities  and  Exchange  Commission  ("SEC"),  under  the
Securities Act of 1933, as amended ("1933 Act").

         This Offshore  Securities  Subscription  Agreement has been executed by
the  undersigned  in connection  with the private  placement of shares of Common
Stock (hereinafter referred to as the "Shares") of:

AFFINITY TELEPRODUCTIONS, INC.
15436 North Florida Ave., Suite 103
Tampa, Florida 33613

National  Association of Securities  Dealers  Automated  Quotation System Symbol
("AFTY"), a corporation  organized under the laws of Delaware,  United States of
America (hereinafter referred to as the "ISSUER").

         1.       Subscription      The undersigned:

                  NAME:             PHILMONT A.V.V.

                  ADDRESS:          Sun Plaza
                                    306-160 Lloyd Gaston Smith Boulevard
                                    Aruba

                  A Corporation  organized  under the laws of  ARUBA, a  non-USA
Jurisdiction (hereinafter referred to as the "PURCHASER"), hereby represents and
warrants to, and agrees with ISSUER as follows:

                  a. The PURCHASER hereby subscribes for One Million (1,000,000)
                  shares (the "Stock" or the "Shares") of the  Company's  Common
                  Stock  at a  subscription  price  equal  to  $5.00  per  share
                  (calculated by applying a 20% discount of the trading value of
                  $6.25 per share)  payable in United States Dollars for a total
                  consideration of Five Million Dollars ($5,000,000).  The total
                  consideration is based upon the trading bid price of the stock
                  on the day prior to the close hereof.  Any fluctuations in the
                  trading  price  shall be  reflected  as an  adjustment  of the
                  consideration calculated as set forth in this Section 1(a).

                  b.   Form  of   payment.   PURCHASER   shall   pay  the  total
                  consideration  by  delivering  good funds by wire  transfer in
                  United  States  Dollars on or before  January 26, 1996, in the
                  amount of $5,000,000 to:


<PAGE>


                           Nations Bank of Florida
                           15150 N. Florida Ave.
                           Tampa, FL 33613
                           Account No.: 3603136640
                           ABA Routing No.: 063100277
                           Account Name: Affinity Teleproductions, Inc.

         2.       Subscriber Representations: Access to information; independent
                  investigation.

                  a. Offshore Transaction.  PURCHASER represents and warrants to
                  ISSUER as follows:

                           (i)  Neither the  PURCHASER  nor any person or entity
                           from whom the  PURCHASER  is acting as fiduciary is a
                           U.S.  person.  A U.S.  person  means  any  one of the
                           following:

                                    (1)  any  natural  person  resident  in  the
                                    United States of America;

                                    (2) any partnership or corporation organized
                                    or incorporated under the laws of the United
                                    States of America;

                                    (3) any  estate  of which  any  executor  or
                                    administrator is a U.S. person;

                                    (4) any trust of which any trustee is a U.S.
                                    person;

                                    (5) any agency or branch of a foreign entity
                                    located in the United States of America.

                                    (6) any non-discretionary account or similar
                                    account (other than an estate or trust) held
                                    by a  dealer  or  other  fiduciary  for  the
                                    benefit or account of a U.S. person;

                                    (7) any  discretionary  account  or  similar
                                    account (other than an estate or trust) held
                                    by a  dealer  or other  fiduciary  organized
                                    incorporated or (if an individual)  resident
                                    in the United States of America; and

                                    (8)     any partnership or corporation if:

                                            (A) organized or incorporated  under
                                            the    laws    of    any     foreign
                                            jurisdiction; and

                                       -2-


<PAGE>

             
                                            (B)   formed   by  a   U.S.   person
                                            principally   for  the   purpose  of
                                            investing    in    securities    not
                                            registered   under   the  1933  Act,
                                            (whenever  such term is used herein,
                                            it shall have the  meaning  given in
                                            Regulation S);

                           (ii)  At the  time  the  buy  order  was  originated,
                           PURCHASER  was outside  the United  States of America
                           and is outside of the United  States of America as of
                           the  date  of the  execution  and  delivery  of  this
                           Offshore Securities  Subscription Agreement. No offer
                           to purchase the Shares was made in the United  States
                           of America.

                           (iii)   PURCHASER  is   purchasing   the  Shares  for
                           PURCHASER's   own  account  or  for  the  account  of
                           beneficiaries   from  whom  the  PURCHASER  has  full
                           investment  discretion with respect to the Shares and
                           whom the PURCHASER has full authority to bind so that
                           each  such  beneficiary  is bound  hereby  as if such
                           beneficiary were a direct PURCHASER hereunder and all
                           representations,  warranties  and  agreements  herein
                           were made directly by such beneficiary.

                           (iv) Each  distributor  participating in the offering
                           of the Shares, if any, has agreed in writing that all
                           offers  and  sales  of  the   Shares   prior  to  the
                           expiration of a period  commencing on the date of the
                           closing of the  offering of Shares and ending 40 days
                           thereafter  (the  "Restricted  Period") shall only be
                           made in compliance with the safe harbor  contained in
                           Regulation  S,  pursuant  to  registration  of Shares
                           under the 1933 Act or pursuant to an  exemption  from
                           registration under the 1933 Act.

                           (v)  PURCHASER  REPRESENTS  AND  WARRANTS  AND HEREBY
                           AGREES THAT ALL OFFERS AND SALES OF THE SHARES  PRIOR
                           TO THE EXPIRATION OF THE RESTRICTED PERIOD SHALL ONLY
                           BE MADE IN COMPLIANCE WITH THE SAFE HARBOR  CONTAINED
                           IN  REGULATION  S,   PURSUANT  TO   REGISTRATION   OF
                           SECURITIES  UNDER  THE  1933  ACT OR  PURSUANT  TO AN
                           EXEMPTION FROM  REGISTRATION  UNDER THE 1933 ACT, AND
                           ALL  OFFERS  AND SALES  AFTER THE  RESTRICTED  PERIOD
                           SHALL BE MADE ONLY PURSUANT TO SUCH A REGISTRATION OR
                           TO SUCH EXEMPTION FROM REGISTRATION.

                           (vi) ALL  OFFERING  DOCUMENTS  RECEIVED BY  PURCHASER
                           INCLUDE STATEMENTS TO THE EFFECT THAT THE SHARES HAVE
                           NOT BEEN REGISTERED UNDER THE 1933 ACT AND MAY NOT BE
                           OFFERED  OR  SOLD  IN THE  UNITED  STATES  OR TO U.S.
                           PERSONS  OR FOR  THE  ACCOUNT  OR  BENEFIT  OF A U.S.
                           PERSON (OTHER THAN

                                       -3-


<PAGE>

                 
                           DISTRIBUTORS  AS DEFINED IN  REGULATION S) DURING THE
                           RESTRICTED  PERIOD  UNLESS THE SHARES ARE  REGISTERED
                           UNDER  THE  1933  ACT  OR  AN   EXEMPTION   FROM  THE
                           REGISTRATION REQUIREMENTS IS AVAILABLE.

                           (vii) PURCHASER acknowledges that the purchase of the
                           Shares  involves  a high  degree of risk and  further
                           acknowledges  that  PURCHASER  can bear the  economic
                           risk of the  purchase  of the Shares,  including  the
                           total  loss  of  PURCHASER's  investment.   PURCHASER
                           acknowledges  that  PURCHASER has obtained the advice
                           of competent  legal counsel in  PURCHASER's  domicile
                           jurisdiction  that  PURCHASER is qualified  under the
                           laws of its domicile to purchase  the Shares  offered
                           hereunder  and that the offer and sale of the  Shares
                           will  not   violate   the  laws  of  their   domicile
                           jurisdiction.

                           (viii)  PURCHASER  understands  that the  Shares  are
                           being  offered  and sold to him or it in  reliance on
                           specific exemption from the registration requirements
                           of  federal  and state  securities  laws and that the
                           ISSUER is relying  upon the truth and accuracy of the
                           representations,        warranties,       agreements,
                           acknowledgments  and  understandings of PURCHASER set
                           forth herein in order to determine the  applicability
                           of such  exemptions and the  suitability of PURCHASER
                           to acquire the Shares.

                           (ix)   PURCHASER  is   sufficiently   experienced  in
                           financial  and  business  matters  to be  capable  of
                           evaluating   the  merits  and  risks  of  PURCHASER's
                           investments,   and  to  make  an  informed   decision
                           relating thereto.

                           (x) In evaluating PURCHASER's  investment,  PURCHASER
                           has consulted PURCHASER's own investment and/or legal
                           and/or tax advisors.

                           (xi) PURCHASER  UNDERSTANDS  THAT, IN THE VIEW OF THE
                           SEC, THE STATUTORY  BASIS FOR THE  EXEMPTION  CLAIMED
                           FOR THIS  TRANSACTION  WOULD  NOT BE  PRESENT  IF THE
                           OFFERING OF SHARES,  ALTHOUGH IN TECHNICAL COMPLIANCE
                           WITH  REGULATION  S, IS PART OF A PLAN OR  SCHEME  TO
                           EVADE THE  REGISTRATION  PROVISIONS  OF THE 1933 ACT.
                           PURCHASER  IS  ACQUIRING  THE SHARES  FOR  INVESTMENT
                           PURPOSES  AND HAS NO  PRESENT  INTENTION  TO SELL THE
                           SHARES  IN THE  UNITED  STATES OF  AMERICA  TO A U.S.
                           PERSON  OR  FOR  THE  ACCOUNT  OR  BENEFIT  OF A U.S.
                           PERSON. PURCHASER HEREBY CONFIRMS THAT THE PURPOSE OF
                           INCLUDING   THE   PURCHASER   REPRESENTATION   LETTER
                           (SCHEDULE  A) AS PROVIDED IN PARAGRAPH 7, IN ORDER TO
                           FACILITATE   THE   TRANSFER   OF   THE   CERTIFICATES
                           REPRESENTING THE

                                       -4-


<PAGE>

                           SHARES INTO STREET  NAME,  IS TO ENABLE  PURCHASER TO
                           COMPLY  WITH THE  REQUIREMENTS  OF  CERTAIN  OFFSHORE
                           PORTFOLIO  MANAGEMENT  REGULATIONS  AND THE  SECURITY
                           REQUIREMENTS OF OFFSHORE LENDERS FOR MARGIN LOANS.

                           (xii)  PURCHASER IS NOT AN UNDERWRITER  OF, OR DEALER
                           IN, THE SHARES;  AND PURCHASER IS NOT  PARTICIPATING,
                           PURSUANT   TO  A   CONTRACTUAL   AGREEMENT,   IN  THE
                           DISTRIBUTION OF THE SHARES.

                           (xiii)  PURCHASER   represents  and  warranties  that
                           neither  PURCHASER nor any of PURCHASER's  affiliates
                           will  directly  or  indirectly   maintain  any  short
                           position in Shares of the ISSUER during the Forty Day
                           (40) Transaction Restriction Period.

                           (xiv)  PURCHASER  represents that it may not transfer
                           the shares for a period of one (1) year from the date
                           of the Close hereof.

                                    If  PURCHASER  is   purchasing   the  Shares
                           subscribed for hereby in  representative or fiduciary
                           capacity,  the representations and warranties in this
                           Offshore Securities  Subscription  Agreement shall be
                           deemed to have  been made on behalf of the  person or
                           persons for whom PURCHASER is so purchasing.

                                    The foregoing representations and warranties
                           are true and accurate as of the date hereof, shall be
                           true and accurate as of the date of the acceptance by
                           the  ISSUER of  PURCHASER's  subscription,  and shall
                           survive thereafter. If PURCHASER has knowledge, prior
                           to  the   acceptance  of  this  Offshore   Securities
                           Subscription  Agreement by the ISSUER,  that any such
                           representations  and warranties shall not be true and
                           accurate in any respect, the PURCHASER, prior to such
                           acceptance,  will give written notice of such fact to
                           the  ISSUER  specifying  which   representations  and
                           warranties  are not true and accurate and the reasons
                           therefor.

                  b. Current Public  Information.  PURCHASER  acknowledges  that
                  PURCHASER has been  furnished  with or has acquired  copies of
                  the ISSUER's  most recent  Annual  Report on Form 10-K and the
                  most recent Form 10-Q filed thereafter  (collectively the "SEC
                  Filings"),  and other publicly available  documents  (together
                  with the SEC Filings, the "Offering Documents").

                  c. Independent  Investigation;  Access. PURCHASER acknowledges
                  that  PURCHASER  in making the decision to purchase the Shares
                  subscribed  for,  has relied upon  independent  investigations
                  made by PURCHASER and

                                      -5-

<PAGE>



                  PURCHASER's purchaser  representatives,  if any, and PURCHASER
                  and such  representatives,  if any, have, prior to any sale to
                  him or it, been given  access and the  opportunity  to examine
                  all  material  books and records of the ISSUER,  all  material
                  contracts  and  documents  relating  to this  offering  and an
                  opportunity  to ask questions of, and to receive  answers from
                  ISSUER or any person acting on its behalf concerning the terms
                  and  conditions of this  offering.  PURCHASER and  Purchaser's
                  advisors,  if any,  have  been  furnished  with  access to all
                  publicly   available   materials  relating  to  the  business,
                  finances and operation of the ISSUER and materials relating to
                  the offer and sale of the Shares  which  have been  requested.
                  PURCHASER  and  PURCHASER's  advisors,  if any,  have received
                  complete and satisfactory answers to any such inquiries.

                  d.  No  Government   Recommendation  or  Approval.   PURCHASER
                  understands  that no federal or state  agency has made or will
                  make any finding or determination relating to the fairness for
                  public  investment in the Shares, or has passed on or made, or
                  will pass on or make, any recommendation or endorsement of the
                  Shares.

                  e. Entity Purchases. If PURCHASER is a partnership corporation
                  or  trust,  the  person  executing  this  Offshore  Securities
                  Subscription  Agreement on PURCHASER'S  BEHALF  represents and
                  warrants that:

                           (i) he or she has made due inquiry to  determine  the
                           truthfulness  of the  representations  and warranties
                           made   pursuant   to   this    Offshore    Securities
                           Subscription Agreement; and

                           (ii) he or she is duly authorized (if the undersigned
                           is a trust,  by the  trust  agreement)  to make  this
                           investment   and  to  enter  into  and  execute  this
                           Offshore Securities  Subscription Agreement on behalf
                           of such entity.

                  f. 1934 Act Compliance.  PURCHASER  agrees to make all filings
                  required pursuant to the Securities and Exchange Act of 1934.

            3.    Issuer Representations.

            ISSUER represents and warrants to the PURCHASER as follows:

                  a. Reporting  Company Status.  ISSUER is a reporting issuer as
                  defined by Rule 902 of Regulation S.

                  b.  Offshore   Transaction.   ISSUER  has  not  offered  these
                  securities to any person in the United States of America or to
                  any U.S.  person or for the  account  or  benefit  of any U.S.
                  person.

                  c. No Direct Selling Efforts.  In regard to this  transaction,
                  ISSUER has not  conducted any  "directed  selling  efforts" as
                  that term is defined in Rule 902 of

                                      -6-
<PAGE>
                 
                  
                  the offer  and sale of the  Shares  to U.S.  persons  resident
                  within the United States of America or elsewhere.

                  d. Shares.  The Shares when issued and delivered  will be duly
                  and validly  authorized and issued and,  subject to receipt of
                  the full  consideration  as  provided  herein,  fully paid and
                  non-assessable and will not subject the holders thereof to any
                  liability  by reason of being  such  holders.  The  Shares are
                  subject to a stop  transfer  order as described  herein below.
                  The issuance of the shares herein is in full  compliance  with
                  all state and federal securities laws and regulations, subject
                  to the  representations  and warranties of PURCHASER set forth
                  in paragraph 2(a).

                  e. Offshore Securities Subscription  Agreement.  This Offshore
                  Securities  Subscription  Agreement,  when acknowledged by the
                  signature  of  an  officer  of  the  ISSUER,   has  been  duly
                  authorized,  validly  executed and  delivered on behalf of the
                  ISSUER and is a valid and binding agreement in accordance with
                  its terms.

                  f.  Non-contravention.  The  execution  and  delivery  of  the
                  Offshore   Securities    Subscription    Agreement   and   the
                  consummation   of  the   issuance   of  the   Shares  and  the
                  transactions   contemplated   by  this   Offshore   Securities
                  Subscription  Agreement do not and will not  conflict  with or
                  result  in a  breach  by the  ISSUER  of any of the  terms  or
                  provisions, of, or constitute a default under, the certificate
                  of incorporation  or by-laws of the ISSUER,  or any indenture,
                  mortgage,  deed of  trust,  or  other  material  agreement  or
                  instrument  to which  the  ISSUER is a party or by which it or
                  any of its  properties  or assets are bound,  or any  existing
                  applicable law, rule or regulation, or any applicable decrees,
                  judgment  or order of any court,  federal or state  regulatory
                  body,  administrative agency or other governmental body having
                  jurisdictions  over the  ISSUER  or any of its  properties  or
                  assets.

                  g. Prior Share Issues Under Regulation S. Except as previously
                  disclosed to the  PURCHASER,  ISSUER has not issued any shares
                  of its Common  Stock  under  Regulation  S  subsequent  to its
                  current SEC Filings  except for any shares which may be issued
                  in connection with ISSUER's current  financing  activities and
                  shares issued as an adjustment to prior sales under Regulation
                  S.

                  h. Filings.  ISSUER undertakes and agrees pursuant to the sale
                  of its  securities  under  Regulation S to make all  necessary
                  filings  in  connection  with  the sale of its  securities  as
                  required  by the  laws  and  regulations  of  all  appropriate
                  jurisdictions.

                  i. Margin. ISSUER shall use its best effort to become a member
                  of  NASDAQ,  National  Market  System,  and be  listed  on the
                  Federal Margin List by March 1, 1996.

                                      -7-
<PAGE>

         4.       Indemnification.

                  a. Indemnification by Issuer.  ISSUER shall indemnify and hold
                  harmless  PURCHASER from and against any and all loss, damage,
                  expense  (including  court  costs  and  reasonable  attorney's
                  fees), suit, action, claim, liability or obligation related to
                  or caused by ISSUER  or  arising  from any  misrepresentation,
                  breach of  warranty  or  failure to fulfill  any  covenant  or
                  agreement contained herein.

                  b. Indemnification by Purchaser. PURCHASER shall indemnify and
                  hold  harmless  ISSUER  from  and  against  any and all  loss,
                  damage,   expense   (including   court  costs  and  reasonable
                  attorney's fees), suit, action, claim, liability or obligation
                  related to,  caused by or arising from any  misrepresentation,
                  breach of  warranty  or  failure to fulfill  any  covenant  or
                  agreement contained herein by PURCHASER.

                  c. Defense of Claims. If any lawsuit or enforcement  action is
                  filed  against any party  entitled to be benefit of  indemnity
                  hereunder,  written  notice  thereof  shall  be  given  to the
                  indemnifying  party as promptly as practicable;  provided that
                  the failure of any  indemnified  party to give  timely  notice
                  shall not affect rights to indemnification  hereunder,  except
                  to the extent that the indemnifying party demonstrates  actual
                  damages  caused by such  failure.  After such  notice,  if the
                  indemnifying  party shall,  within 10 days after receiving the
                  indemnified  party's  notice,  acknowledge  in writing to such
                  indemnified  party  that  such  indemnifying  party  shall  be
                  obligated  under  the  terms  of its  indemnity  hereunder  in
                  connection with such lawsuit or action,  then the indemnifying
                  party shall be entitled,  if it so elects,  to take control of
                  the defense and investigation of such lawsuit or action and to
                  employ and engage  attorneys  satisfactory  to the indemnified
                  party to  handle  and  defend  the same,  at the  indemnifying
                  party's cost, risk and expense,  provided,  however,  that the
                  indemnified party may, at its own cost, employ its own counsel
                  and  participate in such  investigation,  trial and defense of
                  such lawsuit or action and any appeal arising  therefrom.  The
                  indemnifying party shall not, without the indemnified  party's
                  prior written  consent,  settle or compromise any such lawsuit
                  or  action;   provided,   however,   that  in  the  event  the
                  indemnified  party  does not  consent  to such  settlement  or
                  compromise, the indemnifying party's indemnification liability
                  to the  indemnified  party  hereunder  with  respect  to  such
                  lawsuit or action shall not exceed the amount  contemplated by
                  such proposed settlement or compromise.

         5.  Expiration of Restricted  Period.  The  transaction  restriction in
         connection  with this offshore  offer and sale  restricts the PURCHASER
         from offering and selling to U.S. persons or for the account or benefit
         of a U.S.  person for a forty (40) day period.  Rule 903 (c)(2) governs
         the forty (40) day transaction restriction.  In the event that multiple
         subscriptions  are accepted by the ISSUER,  each separate  subscription
         agreement shall be deemed to be a separate  offering under Regulation S
         and the  forty  (40)  day  restriction  period  shall  begin  for  each
         transaction  separately  on the date full payment is made to the ISSUER
         for that specific  transaction.  Title to the Shares may be transferred
         by PURCHASER to other non U.S.  persons or entities in accordance  with
         Regulation S, subject to the restriction  imposed by Section  2(a)(xiv)
         of this Agreement.

                                      -8-
<PAGE>

         6. Exemption;  Reliance on Representations.  PURCHASER understands that
         the offer and sale of the Shares is not being registered under the 1933
         Act.  ISSUER is  relying on the rules  governing  offers and sales made
         outside the United  States  pursuant to Regulation S. Rules 901 through
         903 of Regulation S govern this transaction.

         7. Transfer Agent Instructions.  ISSUER shall inform its Transfer Agent
         of the  restrictions  imposed  pursuant to Regulation S as set forth in
         paragraph 2 (a) and the restriction on transfer of 12 months as imposed
         in Section 2 (a)(xiv). These shares shall be legend free.

         8. Closing Date. The date of issuance of the Shares and the sale of the
         Shares (the  "Closing  Date")  shall be no later than January 26, 1996.
         Closing shall be effectuated  through  delivery of funds to the account
         designated in Section 1 (b) hereof; provided,  however, that the shares
         are delivered in accordance with Section 10 hereinbelow.

         9. Conditions to the Issuer's  Obligation to Sell.  ISSUER reserves the
         right in its complete  discretion  to reject this  Offshore  Securities
         Subscription Agreement.  PURCHASER understands that ISSUER's obligation
         to sell the Shares is conditioned upon:

                  a. The  receipt  and  acceptance  by ISSUER  of this  Offshore
                  Securities  Subscription  Agreement  for all of the  Shares is
                  evidenced   by   execution   of   this   Offshore   Securities
                  Subscription  Agreement by the President or any Vice President
                  or any Director of the ISSUER.

                  b.  Delivery  to the  ISSUER  of good  funds  as set  forth in
                  paragraph  1 (b) as  payment in full for the  purchase  of the
                  Shares, and all fees and commissions.

         10.   Conditions  to   Purchaser's   Obligation  to  Purchase.   ISSUER
         understands  that  PURCHASER's  obligation to purchase the Shares,  and
         deliver the  consideration  described herein, is conditioned upon prior
         delivery of the  certificates  representing the Shares according to the
         delivery instructions in Section 14, hereinbelow. Prior to the delivery
         of the shares,  PURCHASER shall provide to ISSUER satisfactory evidence
         of the availability of funds with the agents set forth in Section 14 of
         this Agreement.

         11.  Governing  law. This Offshore  Securities  Subscription  Agreement
         shall be  governed  by and  construed  under  the laws of the  State of
         Delaware (without regard to its choice of law principles).

         12. Entire Agreement.  This Offshore Securities  Subscription Agreement
         constitutes the entire  agreement among the parties hereof with respect
         to the  subject  matter  hereof  and  supersedes  any and all  prior or
         contemporaneous representations, warranties,

                                      -9-
<PAGE>

         agreement and  understandings  in connection  therewith.  This Offshore
         Securities  Subscription  Agreement  may be  amended  only by a writing
         executed by all parties hereto.

         13.      Full Name and Address of Purchaser for Registration Purposes.

                  NAME:                     PHILMONT A.V.V.

                  ADDRESS:                  1108 Capilano 100,
                                            100 Park Royal
                                            West Vancouver, B.C. Canada
                                            V7T 1A2

                  TEL. NO.:                 (604) 922-5344

                  FAX NO.:                  (604) 922-0374

                  CONTACT

                  NAME:                     ALEXANDER ANDERSON

         14.      Delivery instructions: (if different from Registration Name):

   
                  NAME:                     Citibank N.A. (London)

                  ADDRESS:                  41 Berkeley Square
                                            London W1X 6NA

                  FAX NO.:                  0171 409 5944

                  NAME:                     PHILMONT A.V.V.

                  SPECIAL
                  INSTRUCTIONS:             Account Number: To be provided.

                  NUMBER OF SHARES:         500,000

                  NAME:                     Lehman Brothers

                  ADDRESS:                  14th Floor
                                            1221 Brickell Ave.
                                            Miami, FL 33131

                                      -10-
<PAGE>



                  TEL NO.:                  (305) 789-8743

                  FAX NO.:                  (305) 579-0209

                  CONTACT:                  Sergio Granados

                  NAME:                     PHILMONT A.V.V. or ASSIGNEE

                  SPECIAL
                  INSTRUCTIONS:             To be provided.

                  NUMBER OF SHARES:         500,000

         15. Issuer's Acceptance based upon Purchaser Representations. ISSUER IS
         ACCEPTING  THIS  OFFSHORE  SECURITIES  SUBSCRIPTION  BASED  UPON AND IN
         RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES OF PURCHASER CONTAINED
         HEREIN, INCLUDING, WITHOUT LIMITATION, THOSE CONTAINED IN SECTIONS 2 OF
         THIS AGREEMENT,  AND THIS OFFSHORE  SECURITIES  SUBSCRIPTION  AGREEMENT
         WOULD NOT BE ACCEPTED BY ISSUER IN THE ABSENCE OF SUCH  REPRESENTATIONS
         AND WARRANTIES.

         IN WITNESS WHEREOF, this Offshore Securities Subscription Agreement was
duly executed on the date first written below.

Dated this 24th day of the month of January, 1996.

Company Name:              AFFINITY TELEPRODUCTIONS, INC.

          By:              /s/ William J. Bosso
                          ______________________________        
                          Official Signature of Issuer

Name (Printed):           William J. Bosso

Title:                    President

Country of Execution:     USA

                                      -11-

<PAGE>


Accepted this 24th day of the month of January, 1996.

                         PHILMONT A.V.V.

            By:          /s/ Alexander Anderson
                         _______________________________    
                         Official Signature of Purchaser

Name (Printed):            Alexander Anderson
                         _______________________________

Title:                     Manager
                         _______________________________

                                     -12-


<PAGE>



                                  APPENDIX "A"

                        PURCHASER REPRESENTATIONS LETTER

Dear Sirs:

         The undersigned,  PHILMONT  A.V.V.,  has purchased on January 26, 1996,
One  Million  (1,000,000)  Shares of Common  Stock (the  "Shares")  of  AFFINITY
TELEPRODUCTIONS, INC. (the "Company") and, in connection with such purchase, has
executed and delivered a subscription form ("Subscription Form") of your design.
Purchaser acknowledges the Regulation S restriction and the 12 month restriction
against transfer imposed.

The undersigned represents and warrants as follows:

         (1)      The offer to purchase the Shares was made to it outside of the
                  United  States,  and the  undersigned  was,  at the  time  the
                  subscription  form  was  executed  and  delivered,  and is now
                  outside the United States;

         (2)      The  undersigned is not a U.S. person (as such term is defined
                  in  Section  902  (a)  of   Regulation  S   ("Regulation   S")
                  promulgated  under the United  States  Securities  Act of 1933
                  (the "Securities  Act"); and the undersigned has purchased the
                  Shares  for  the  undersigned's  own  account  and not for the
                  account or benefit of any U.S. person.

         (3)      All offers and sales by the undersigned of the shares acquired
                  pursuant to the Subscription Form shall be made pursuant to an
                  effective  registration  statement under the Securities Act or
                  pursuant to an exemption form, or in a transaction not subject
                  to the registration requirements of the Securities Act.

         (4)      He or it is  familiar  with  and  understands  the  terms  and
                  conditions,  and  requirements  contained in  Regulation S and
                  definitions of U.S. persons contained in Regulation S.

         (5)      The  undersigned  has not  engaged  in any  "directed  selling
                  efforts"  (as  such  term is  defined  in  Regulation  S) with
                  respect to the Shares; and

                                      -13-


<PAGE>


         (6)      The  undersigned   purchased  the  undersigned's  Shares  with
                  investment  intent  and  presently  has no  interest  to sell,
                  dispose of or otherwise  transfer the Shares.  The purpose for
                  this  request  is  to   facilitate   the   management  of  the
                  undersigned's investment accounts.

Dated this 26th day of the month of January, 1996.

By:      /s/ Alexander Anderson
         __________________________________ 
         Official Signature of Purchaser

Title:         Manager
        ____________________________________

Country of Execution:    Canada
                     _______________________

       
                                      -14-