ESCROW AGREEMENT

         THIS ESCROW AGREEMENT (the  "Agreement") has been made and entered into
as of the day of June,  1996,  by and among  Affinity  Entertainment,  Inc. (the
"Seller" or "Affinity"),  Baron Banker, Limited (the "Buyer" or "Baron Banker"),
each a "Party" and together the "Parties," and (the "ESCROW
AGENT").

                                   WITNESSETH:

         WHEREAS,  pursuant  to  a  Offshore  Securities  Deferred  Subscription
Agreement dated June , 1996 (the "Subscription Agreement"), Seller has agreed to
sell to the Buyer four million  (4,000,000) shares of the Common Stock of Seller
and (the "Shares") at ten dollars  ($10.00) per share discounted at four percent
(4.0%) upon  completion of the offering,  payable in United States dollars for a
total  consideration  of forty million dollars  ($40,000,000)  subject to a $1.6
million discount if fully paid. The  consideration is to be paid as set forth in
section 1 of the Subscription Agreement; and

         WHEREAS,  the Parties  herein  desire the Escrow  Agent to hold and the
Escrow  Agent is  willing to hold such  Shares  until the  Shares  disbursed  in
accordance  with the terms of this  Agreement and the Parties  herein desire the
Escrow  Agent to hold  limited  power of attorney  over and the Escrow  Agent is
willing to hold limited  power of attorney  over the Bank Account and the Margin
Accounts in accordance with the terms of this Agreement;

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein, the parties, intending to be legally bound, agree as follows:

         1.  Preliminary Duties of the Parties.

                  a.       Duties of Buyer.  Upon receipt of the Memorandum of
Agreement from Affinity, Baron Banker shall do the following:

                           1.       Establish a bank account,  specifically  for
                                    this  transaction,  at Citibank,  FSB in the
                                    name of Baron  Banker  Limited  and with the
                                    Escrow  Agent's  Limited  Power of Attorney,
                                    for the following purposes:

                                    i.      to receive proceeds from margining
                                            Affinity stock;

                                    ii.     to deposit funds from Baron Banker
                                            Limited;


                                        1

<PAGE>




                                    iii.    to distribute monthly payments to
                                            Affinity;

                                    iv.     to receive senior bank  instruments;
                                            letters  of  credits;   and  standby
                                            letters of  credits to be  converted
                                            to cash; and

                                    v.      to make payments against expenses
                                            incurred by this transaction (i.e.,
                                            legal, accounting, interest, etc.).

                           The Bank Account  shall require the signature of both
                           the  Escrow  Agent  and  Baron   Banker   before  any
                           withdrawal  or other  transaction  involving the Bank
                           Account may be made  subject to the Limited  Power of
                           Attorney (Exhibit B).

                           Upon establishment of the Bank Account,  Baron Banker
                           will  execute  and  deliver  to the  Escrow  Agent  a
                           limited  power of attorney  (Exhibit B) over the Bank
                           Account and shall  deliver an executed and  notarized
                           copy of such limited  power of attorney to the Escrow
                           Agent.  The Limited  Power of  Attorney  shall not be
                           enforceable  until,  in the  opinion  of  the  Escrow
                           Agent,  Baron Banker has defaulted under the terms of
                           this Agreement as outlined in Section 6 herein.

                           2.       Establish margin accounts,  specifically for
                                    this transaction, at an acceptable brokerage
                                    firm or bank,  (the "Margin  Accounts"),  in
                                    the name of  Baron  Banker  Limited  for the
                                    following purposes:

                                    i.      to  receive  Shares  to be  held  in
                                            escrow  pending  the  outcome of the
                                            transaction;

                                    ii.     to borrow  against the market  value
                                            of the stock;

                                    iii.    to hold margined funds on account;

                                    iv.     to receive other securities; and

                                    v.      to disburse payments.

                           The Margin  Accounts  shall  require the signature of
                           both the  Escrow  Agent and Baron  Banker  before any
                           transaction involving the Margin Accounts may be made
                           subject to the Limited Power of Attorney (Exhibit C).


                                        2

<PAGE>




                           Upon  establishment  of the  Margin  Accounts,  Baron
                           Banker will execute and deliver to the Escrow Agent a
                           limited power of attorney (Exhibit C) over the Margin
                           Accounts and shall  deliver an executed and notarized
                           copy of such limited  power of attorney to the Escrow
                           Agent  and the  brokerage  firm or margin  house,  if
                           requested. The Limited Power of Attorney shall not be
                           enforceable  until,  after  giving  notice  to  Baron
                           Banker and an  opportunity to cure, in the opinion of
                           the Escrow Agent,  Baron Banker has  defaulted  under
                           the terms of this  Agreement as outlined in paragraph
                           6.

                  b.  Duties of Seller.  Upon receipt of the documents
required by Section 2 from the Escrow Agent, Affinity shall do the
following:

                           1.       cause the stock to be issued  and  deposited
                                    to Baron  Banker  account  at an  acceptable
                                    brokerage  firm or bank  in such  number  of
                                    shares  and  certificates  as  requested  by
                                    Baron,  provided that the stock shall at all
                                    times remain in certificate form;

                           2.       promptly  advise  Baron  Banker  and  Escrow
                                    Agent that the deposit has been made.

         2.       Receipt of Documents by Escrow Agent.

                  a. Before the Shares are  deposited  with the Escrow  Agent as
provided below, the following documents (the "Documents") will be deposited with
the Escrow Agent:

         1.       Escrow Agreement executed and notarized by each Party;

         2.       Limited  Power of Attorney  over  brokerage  and bank accounts
                  related to this transaction  executed by Baron Banker and duly
                  notarized;

         3.       Offshore Securities Deferred  Subscription  Agreement executed
                  and duly notarized by each Party;

         4.       Proxy,  and,  or  assignment  of voting  rights to the  senior
                  management of Affinity by Baron Banker; and,

   
         5.       an executed and notarized Promissory Note in favor of Affinity
                  by Baron Banker.
    

         6.       Written  confirmation  from the Bank and Margin  House(s) that
                  Baron  Banker has  established  the Margin  Accounts  and Bank
                  Account as provided below, and that the signature of

                                        3

<PAGE>




                  the Escrow Agent will be required to make transactions in
                  such accounts.

Upon receipt by the Escrow Agent of the Documents, the Escrow Agent will deliver
copies of the  Documents to the Parties as set forth in Section  1(a)(2) of this
Agreement.  Upon receipt of the Documents,  Affinity will cause the Shares to be
issued and deposited in accordance with Section 1(b) above.

         3.        Administration of the Margin and Bank  Accounts.  Baron shall
administer  the Bank Account and Margin  Accounts  established  pursuant to this
Agreement in the following manner:

         a. Upon receipt of notification  that the Shares have been deposited in
the appropriate  Margin  Accounts in accordance  with Section 1(b) above,  Baron
shall direct the margin  houses to margin the Shares.  Baron shall  disburse the
proceeds as follows:

                  1.       $2,000,000  to Affinity as  downpayment  on the Stock
                           Purchase;

                  2.       $120,000.00  to an acceptable  brokerage firm or bank
                           for prepaid interest on margin accounts,  except that
                           such  amounts  will not be paid if such  payment will
                           place Baron in default as defined by Section  6(e) of
                           this Agreement;

                  3.       $10,000.00    to   Escrow   Agent   for   legal   and
                           auditing/accounting  costs,  except that such amounts
                           will not be paid if such  payment will place Baron in
                           default as defined by Section 6(e) of this Agreement;
                           and,

                  4.       $10,205,000.00   (the   "Funds")   deposited  to  the
                           transaction  account  at  Citibank,  FBA  (the  "Bank
                           Account");

                           a.       Baron  Banker  shall  ensure  that  the Bank
                                    Account  maintain  a  balance  of  at  least
                                    $10,205,000 at all times.  Accordingly,  the
                                    Funds deposited to the  transaction  account
                                    may be disbursed  only upon deposit into the
                                    Bank  Account  of a  one  year  senior  bank
                                    instrument(s),  maturing at  $10,205,000  or
                                    more, from a "blue-chip"  bank acceptable to
                                    the bank purchasing such instrument for cash
                                    (the "Purchasing Bank").

                           b.       Upon   deposit   of   the   bank   debenture
                                    instrument(s), and provided that the balance
                                    of Funds in the Bank Account shall equal or

                                        4

<PAGE>




                                    exceed   $10,205,000,   Baron   Banker   may
                                    disburse operating expenses capital , but in
                                    no event shall the amount of such  operating
                                    expenses capital exceed $205,000.; and

                  5.       the  remaining  balance of the Margin  Accounts  (the
                           "Reserve  Funds")  will  remain  on  reserve  at  the
                           brokerage  account(s)  and/or on  deposit in the Bank
                           Account and can only be  disbursed  in exchange for a
                           bank   instrument   of  equal  or  greater  value  in
                           subsequent  months.  The Escrow  Agent shall have the
                           right to seize the  Reserve  Funds  upon  default  by
                           Baron Banker.

         b.       Baron Banker will make monthly disbursements from the
transaction account(s) on every monthly anniversary date as
follows:

                  1.       $1,000,000  to Affinity  on August 1, 1996  seventeen
                           consecutive   monthly  payments  of  $2,000,000  each
                           beginning on September 1, 1996,  with a final payment
                           of Three Million  Dollars  ($3,000,000)  subject to a
                           One Million Six Hundred Dollar ($1,600,000)  discount
                           for complete satisfaction.

                  2.       $10,000.00    to   Escrow   Agent   for   legal   and
                           auditing/accounting  costs,  except that such amounts
                           will not be paid if such  payment will place Baron in
                           default as defined by Section 6(e) of this Agreement;
                           and

                  3.       $120,000.00 to the acceptable  brokerage firm or bank
                           for prepaid interest on margin accounts,  except that
                           such  amounts  will not be paid if such  payment will
                           place Baron in default as defined by Section  6(e) of
                           this Agreement.

         c.       Upon deposit of an acceptable "bank  instrument" into the Bank
                  Account,  the Escrow Agent is  authorized  to disburse cash in
                  the   amount  of  such  bank  to  Baron   Banker   (the  "Cash
                  Disbursement")  provided  that the Escrow  Agent  will  ensure
                  that,  at any  time,  there  will be an  instrument  valued at
                  $10,205,000.00  or a minimum  cash  amount  of  $10,000,000.00
                  maintained on deposit at the Bank Account.  The  determination
                  of the  acceptability of the instrument  described above shall
                  be made by the Purchasing Bank.

         4.       Restrictions on Transfer.

                  a.       The  Parties   agree  that  the  Shares  may  not  be
                           transferred  by Baron  Banker for a period of twenty-
                           three months from the date of this Agreement

                                        5

<PAGE>




                           without the express written consent of Affinity.

                  b.       In  accordance  with  the  above  restriction,  Baron
                           Banker  shall not be permitted to transfer the Shares
                           into street name in order to facilitate the margining
                           of the Shares.

         5.       Termination of the Agreement.

                  The stock shall be returned  to Affinity  and the  transaction
                  and agreement terminated in the event that the stock cannot be
                  margined for whatever reason.

         6.       Default.    Baron   Banker  shall  be deemed to have defaulted
in the event of any of the following:

          a.   Failure to meet its monthly obligation in this transaction after:

                           (i) being given proper  notice by the Escrow Agent to
                           remedy the situation in 10 banking days; and

                           (ii) failing to do so;

          b.   Failure  of Baron  Banker  to meet a  margin  call  within  three
               business days notice of such margin call;

          c.   Failure to meet the margin  requirements  of  Regulation T of the
               Securities Exchange Act of 1934, as amended; or

          d.   Breach  of  the  terms  of  the  Offshore   Securities   Deferred
               Subscription Agreement between the Baron and Affinity.

          e.   At any time  when the sum of the cash paid to  Affinity  plus the
               balance of cash or Bank  Instrument  in the Bank Account plus the
               cash  balance of the margin  account is equal to or less than the
               amount for which the Shares were margined.

          f.   Bankruptcy, insolvency, voluntary or otherwise by the Buyer or on
               behalf of the Buyer (Baron Banker, Ltd.)

         In the event of a default on the part of Baron  Banker the Escrow Agent
shall, at the direction of Affinity, take the following action:

                  a.       seize the Bank  Account  and all funds or  instrument
                           contained  therein  related to this  transaction  and
                           disburse  such  amounts to  Affinity;  the  obligator
                           shall pay to payee ("AFTY") all bank accounts, margin
                           accounts and fees and return the stock of

                                        6

<PAGE>




                           Affinity as provided  in the "Escrow  Agreement"  and
                           the "Unsecured Promissory Note."

                  b.       seize the Margin Accounts and:

                           i.      call  or  sell any guarantees, instruments or
                                   securities  (except  Affinity  Stock)  in the
                                   Margin Accounts and disburse the proceeds

                                        7

<PAGE>




                                   thereof to Affinity;

                           ii.     use  any funds remaining  in the  transaction
                                   bank account, and/or brokerage account(s) and
                                   proceeds from the sale of the above mentioned
                                   instruments to:

                                            a.     settle the margin account(s);

                                            b.     redeem  the  Affinity   Share
                                                   Certificates from the "margin
                                                   house;" and,

                           iii.     return the shares, unencumbered to Affinity.

         7.       Final  Payment  and  Cancellation.  Upon  disbursement  of the
final payment to Affinity from the Bank Account, the Escrow Agent   will request
delivery of the following:

         copy of a letter  addressed  to the Escrow Agent  canceling  the escrow
agreement and all powers of attorney delivered in accordance therewith.

         Upon receipt of notice of  cancellation,  the Escrow  Agreement will be
cancelled and the Escrow Agent relieved of his duties herein.

         8.       Concerning the Escrow Agent.

                  a. Fees and  Expenses.  The Escrow  Agent shall be entitled to
charge the agreed  upon fees for its  services  hereunder.  Escrow fees shall be
paid by the Buyer as provided herein.

                  b. Performance.  The duties and responsibilities of the Escrow
Agent are limited to those specifically set forth herein. The Escrow Agent shall
not be liable for any mistake of fact or error of judgment made in good faith or
for any acts or  omissions by it of any kind  resulting  from other than willful
misconduct or gross negligence.  The Escrow Agent shall be entitled to rely, and
shall be  protected  in doing so, upon (i) any  written  notice,  instrument  or
signature  believed by the Escrow Agent to be genuine and to have been signed or
presented by the proper Party or Parties duly  authorized to do so, and (ii) the
advice of counsel (which may be of the Escrow Agent's own choosing).  The Escrow
agent shall have no responsibility for the contents of any writing submitted to

                                        8

<PAGE>




them hereunder and shall be entitled in good faith to rely without any liability
upon the contents thereof.

                  c.  Indemnification  of Escrow Agent Seller and Buyer  jointly
and  severally  will  indemnify  and hold  harmless the Escrow Agent against any
losses, claims, damages, liabilities and expenses, including reasonable costs of
investigation and counsel fees and  disbursements  that may be imposed on Escrow
Agent  or  incurred  by  Escrow  Agent in  connection  with  its  acceptance  of
appointment of the performance of its duties under this Agreement, including any
litigation  arising from this  Agreement or involving the subject matter hereof,
unless any such loss, claim, damage, liability or expense shall be the result of
Escrow Agent's gross  negligence,  willful default or breach of trust subject to
the bonding of the Escrow Agent in the amount of .

                  d. Change in the Escrow Agent.  If, at any time for any reason
whatsoever, the Escrow Agent becomes unable or unavailable to perform his duties
under the  Agreement,  the  Parties  may agree to appoint a mutually  acceptable
Escrow Agent to replace the original Escrow Agent.

         8.       MISCELLANEOUS.

                  a.  Assignment.  No party to this Escrow  Agreement may assign
its rights and  obligations  hereunder  without the prior written consent of the
other parties hereto.

                  b.  Entire  Agreement,   Amendments.   This  Escrow  Agreement
contains  the entire  understanding  of the parties  with respect to the subject
matter hereof,  and may be amended only by a written instrument duly executed by
all the Parties hereto.

                  c.  Notices.   All  notices,   requests,   demands  and  other
communication  required or  permitted  under this Escrow  Agreement  shall be in
writing and shall be deemed to have been duly given when delivered  (which shall
include  delivery by Federal  Express or  facsimile) to the party from whom such
communication  is intended,  or ten (10)  business days after the date mailed by
certified mail,  return receipt  requested,  postage  prepaid,  addressed to the
party to whom such communication is intended.



                                        9

<PAGE>



                  d.   Counterparts.   This   Agreement   may  be   executed  in
counterparts,  each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

         IN WITNESS  WHEREOF,  this Escrow  Agreement has been duly executed and
delivered by the parties hereto as of the date first above written.

AFFINITY ENTERTAINMENT, INC.                    BARON BANKER LIMITED
(SELLER)                                        (BUYER)



By:  _________________________________          By:   __________________________


Title: _______________________________          Title: _________________________

Date: ________________________________          Date:  _________________________



(ESCROW AGENT)


By: _________________________________

Title: ______________________________

Date: _______________________________