THIS NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THE NOTE MAY NOT BE SOLD OR  TRANSFERRED  IN THE  ABSENCE OF SUCH  REGISTRATION,
UNLESS THE TRANSACTION IS IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SAID ACT
OR UNLESS SUCH SALE OR TRANSFER IS EXEMPT FROM THE  REGISTRATION  AND PROSPECTUS
DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE SUBSCRIPTION DOCUMENTS COVERING
THE PURCHASE OF THE NOTE AND RESTRICTING ITS TRANSFER MAY BE OBTAINED AT NO COST
BY  WRITTEN  REQUEST  MADE BY THE  HOLDER OF RECORD OF THIS  CERTIFICATE  TO THE
SECRETARY OF AFFINITY ENTERTAINMENT,  INC. AT THE PRINCIPAL EXECUTIVE OFFICES OF
THE COMPANY.

                                             UNSECURED PROMISSORY NOTE


$38,000,000                                                     June      , 1996
                                                                     -----
Thirty Eight Million Dollars

         Baron  Banker  Limited,  an  organization  chartered  under the laws of
Ontario  ("Obligor"),  for value  received,  hereby  promises to pay to Affinity
Entertainment,  Inc., a Delaware  corporation  ("Payee"),  thirty eight  million
($38,000,000)  dollars,  bearing  no  interest.  This Note is  subject  to a One
Million Six Hundred Thousand Dollar  ($1,600,000)  discount if the Note is fully
paid.

         The  principal  balance  of this  Note  shall  be  paid in one  monthly
installment of One Million Dollars  ($1,000,000) on August 1, 1996 and seventeen
consecutive   monthly   installments  in  the  amount  of  Two  Million  Dollars
($2,000,000)  each,  beginning on September  1, 1996.  With a final  payment due
February 1, 1998 of Three Million ($3,000,000) which final payment is subject to
a One Million Six Hundred  Thousand  Dollar  ($1,600,000)  discount for complete
satisfaction  Payment  shall be due by wire  transfer on the 1st day of each and
every month. In the event of (i) the filing by the Obligor of a petition, answer
or consent  seeking  reorganization  or relief under any  applicable  federal or
state  bankruptcy,  insolvency,  reorganization  or similar law of the obligor's
country  of  residence,  or (ii) the entry of a decree  or order  for  relief in
respect of an involuntary  case or proceeding  under any  applicable  federal or
state  bankruptcy,  insolvency,  reorganization  or similar law of the obligor's
country of residence and the continuance of such decree or order unstated and in
effect  with  respect  to  Obligor  for a period  of 30  consecutive  days,  the
remaining  principal  balance of the note shall be  cancelled  and all  Affinity
stock shall be returned to Affinity.  The obligator  shall pay to payee ("AFTY")
all bank accounts,  margin accounts and fees and return the stock of Affinity as
provided in the "Escrow Agreement" and the "Offshore

                                        1

<PAGE>




Securities Deferred Subscription Agreement."

         All  payments in respect to this Note shall be made in lawful  money of
the United  States of America  ("Good  Funds") by  delivering  the funds by wire
transfer  to the  account of the Payee  specified  below or such other  place as
Payee may hereinafter designate in writing for such purpose.

         Nationsbank of Florida
         15150 North Florida Avenue
         Tampa, FL  33613

         Account No.:  3603136640
         ABA Routing No.: 063100277
         Account Name: Affinity Entertainment, Inc.

         If payment of principal on this Note shall come due on Saturday, Sunday
or a public  holiday under the laws of the State of Florida,  such payment shall
be made on the next succeeding business day.

         Obligor  waives   presentment,   demand  for  performance,   notice  of
nonperformance,  protest,  notice of protest and notice of dishonor. No delay on
the part of the Payee in  exercising  any right  hereunder  shall  operate  as a
waiver of such right under this Note.  This Note is being delivered in and shall
be construed in accordance with the laws of the State of Delaware.

         In accordance  with the Section 7 of the  Subscription  Agreement,  the
Shares may not be  transferred  for three (3) months  from  satisfaction  of the
note.

         The Stock shall be common stock,  approved by the Board of Directors of
the   ISSUER,   and  will  be  entitled  to  all  rights  to  cash  or  property
distributions,  dividends, interest paid by coupon or otherwise, distribution of
certificates,   warrants,  rights,  stocks  or  cash  representing  subdivision,
combination,   reclassification,   merger,  buy-out,  acquisition,   redemption,
exchange, or any such

                                        2

<PAGE>




other  corporate or government  action  pertaining to or involving the ownership
rights of the Stock transferred  hereunder.  The PURCHASER has agreed to appoint
the  management of the Company as its proxy to exercise any voting or consensual
rights  pertaining  to or  arising  from the  ownership  of the Stock from final
payment of the note plus three (3) months.


                                        3

<PAGE>



         IN WITNESS  WHEREOF,  Obligor has caused  this Note to be executed  and
delivered by its duly  authorized  officer as of the day and year first  written
above.

BARON BANKER LIMITED



By:  _________________________________
            (Signature)


    __________________________________
         (Printed Name and Title)


    __________________________________
                    (Date)

    __________________________________

    __________________________________

    __________________________________
                  (Address)