OFFSHORE SECURITIES DEFERRED SUBSCRIPTION AGREEMENT


         This Offshore Securities Deferred 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  Deferred  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 ENTERTAINMENT, INC.
15436 North Florida Avenue
Suite 103
Tampa, FL 33913

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

         1.       Subscription.  The undersigned:

                  NAME:              BARON BANKER LIMITED

                  ADDRESS:           1020 Matheson Blvd East
                                     Unit 12
                                     Mississauga, Ontario L4W4J9
                                     Canada

         an entity organized under the laws of Ontario,  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  Four  Million
                  (4,000,000)  shares  (the  "Stock"  or  the  "Shares")  of the
                  Company's Common Stock at a subscription price equal to $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  discount  of  One  Million  Six  Hundred  Thousand  Dollars
                  ($1,600,000)  if fully paid.  The Stock shall be common stock,
                  approved by the Board of Directors of the ISSUER, and


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                  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 other  corporate or  government  action
                  pertaining to or involving  the ownership  rights of the Stock
                  transferred hereunder. The PURCHASER, hereby agrees, until the
                  Promissory Note as set forth in paragraph 1 (b) (i) is paid in
                  full, 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.

                  b.   Form  of   payment.   PURCHASER   shall   pay  the  total
                  consideration as follows:

                           (i)  PURCHASER  shall  pay  Two  Million  (2,000,000)
                           dollars of the total consideration by delivering good
                           funds by wire  transfer in United  States  Dollars to
                           the ISSUER  immediately  when the margin funds become
                           available to:

                           Nationsbank of Florida
                           15150 North Florida Avenue
                           Tampa, FL 33613

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

                           Affinity,  in its sole discretion,  may change wiring
                           instructions  immediately upon written notice of such
                           a change.

                           (ii) PURCHASER shall pay Thirty Eight Million dollars
                           in  the  form  of  a  Promissory  Note,  not  bearing
                           interest, payable as follows:

                                    One Million  Dollars payable August 1, 1996,
                                    and    seventeen     consecutive     monthly
                                    installments  in the  amount of Two  Million
                                    Dollars  each with a final  payment of Three
                                    Million Dollars that is subject to a One


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                                    Million Six Hundred Thousand Dollar discount
                                    for complete satisfaction of this agreement.
                                    Payments  shall be due by wire  transfer  as
                                    set forth here and  below,  on the first day
                                    of each and every month.

                           (iii) For a period of ninety  days  after the  ISSUER
                           receives the final  payment as required by Appendix A
                           of this agreement, the ISSUER or its designees shall,
                           at the sole discretion of the ISSUER, have the option
                           to  acquire  the shares  subscribed  to herein by the
                           PURCHASER  in  exchange  for an amount  equal  Twelve
                           Dollars per Share ($12.00), or fifty percent (50%) of
                           the average  bid price  offered for the ten (10) days
                           prior to the  exercise  of the Option,  whichever  is
                           greater.

                           (iv) In the  event  any  installment  as set forth in
                           this paragraph 1 (b) is more than five (5) days late,
                           default shall be deemed to have occurred.  The ISSUER
                           shall make  written  demand  for  payment to both the
                           Escrow   Agent   and   Baron   Banker   of  the  late
                           installment,  and should  payment  not be made by the
                           undersigned  within  ten  (10)  banking  days  of the
                           tendering  of such  written  demand,  the  ISSUER may
                           direct  the  Escrow  Agent,  under  the  terms of the
                           Escrow Agreement  between the ISSUER,  the PURCHASER,
                           and the ESCROW AGENT, to call or sell any guarantees,
                           or instruments, settle the margin account, redeem the
                           share  certificates from the margin house, and return
                           the   share   certificates   back   to   the   ISSUER
                           unencumbered.  In such event, the ISSUER shall retain
                           all   payments   received   from  the   PURCHASER  as
                           liquidated damages and hold Baron Banker harmless for
                           any further claims.

         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
                           for whom the  PURCHASER  is acting as  fiduciary is a
                           U.S. person. A U.S. person means


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                           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 American;

                                    (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 (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 Deferred Subscription


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                           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   for  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   DISTRIBUTORS   AS  DEFINED  IN
                           REGULATION S) DURING THE RESTRICTED PERIOD UNLESS


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                           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 or 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.  acknowledges
                           that  PURCHASER  has obtained the advice of competent
                           legal counsel in  PURCHASER's  domicile  jurisdiction
                           that  PURCHASER  is  qualified  under  the laws of it
                           domicile to purchaser  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 the ISSUER
                           is  relying  upon  the  trust  and  accuracy  of  the
                           representations,        warranties,       agreements,
                           acknowledgments  and  understandings of PURCHASER set
                           forth herein in order to determine the  applicability
                           of such  exceptions 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


<PAGE>



                           1933 ACT.  PURCHASER  IS  ACQUIRING  THE  SHARES  FOR
                           INVESTMENT  PURPOSES AND HAS NO PRESENT  INTENTION TO
                           SELL THE SHARES IN THE UNITED STATES OF AMERICAN 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
                           (Appendix B) AS PROVIDED IN PARAGRAPH 7, 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
                           (40) Day Transaction Restriction Period. If PURCHASER
                           is  purchasing  the Shares  subscribed  for hereby in
                           representative    or    fiduciary    capacity,    the
                           representations   and  warranties  in  this  Offshore
                           Securities Deferred  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
                           Deferred  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.



<PAGE>



                  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 "Offer Documents").




<PAGE>



                  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 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  Deferred  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  Deferred
                           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 Deferred  Subscription  Agreement
                           on behalf of such entity.

                  f.       Covenants.  PURCHASER and ISSUER hereby represent


<PAGE>



                  and warrant that:

                           (i)  Unauthorized  Sale.  Notwithstanding  the 40 day
                           rule of  Regulation  S, no part of the  Stock  may be
                           sold,   transferred,   re-registered,   conveyed   or
                           otherwise disposed by PURCHASER in any form or manner
                           without  the  ISSUER's  written  consent  from  final
                           payment of the note plus three (3) months.

                           (ii)  Insolvency.  In the  event  that the  PURCHASER
                           becomes insolvent,  or declares bankruptcy,  then all
                           Stock shall be released to the ISSUER within 72 hours
                           of written  demand by ISSUER of the herein  described
                           event,  without  liability of any kind to the ISSUER,
                           including amounts previously paid.

                           (iii) Use of Assets.  PURCHASER  shall have the right
                           to use the  Stock  during  the term  hereof,  for its
                           business purposes, provided that all such uses do not
                           break any of the United  States  Securities  Laws and
                           Regulations, and Corporate law and Regulations of the
                           jurisdiction in which the PURCHASER is domiciled, and
                           the PURCHASER  shall comply with  generally  accepted
                           accounting  principles  in  dealing  with the  Stock.
                           However,  PURCHASER's  use of the stock  shall at all
                           times  comply  with  the  provisions  of  the  Escrow
                           Agreement between Parties.

                  g. 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.


<PAGE>



                  c. No Directed Selling Efforts. In regard to this transaction,
                  ISSUER has not  conducted any  "directed  selling  efforts" as
                  that  term is  defined  in Rule  902 of  Regulation  S and the
                  ISSUER has not conducted any general solicitation  relating to
                  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.  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 Deferred Subscription  Agreement.  This
                  Offshore  Securities  Deferred  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 Deferred  Subscription  Agreement and the
                  consummation   of  the   issuance   of  the   Shares  and  the
                  transactions contemplated by this Offshore Securities Deferred
                  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.




<PAGE>



                  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  Regulations 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.

         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  attorneys'
                  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
                  attorneys' 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 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 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


<PAGE>



                  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  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  restrictions  imposed in Section 2 (f)(i)
         of this Agreement.

         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. The Shares shall be freely  transferable  on the books and
         records of the


<PAGE>



         ISSUER only upon subsequent compliance with applicable securities laws.
         These shares shall be legend free.

         8. Closing Date. The date of issuance of the Shares,  June 4, 1996, and
         the "Closing Date" shall be no later than June , 1996. Closing shall be
         effectuated  through  delivery  of funds to the  accounts  designed  in
         Section 1 (b) hereof, provided,  however, that the Shares are delivered
         in accordance with Section 10, herein.

         9. Conditions to the Issuer's  Obligation to Sell.  ISSUER reserves the
         right in its complete  discretion  to reject this  Offshore  Securities
         Deferred  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  Deferred  Subscription  Agreement  for  all of the
                  Shares is evidenced by execution of this  Offshore  Securities
                  Deferred  Subscription  Agreement by the President or any Vice
                  President or any Director of the ISSUER.

                  b. Delivery to ISSUER of goods 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   Obligations  to  Purchase.   ISSUER
         understands  that  PURCHASER's  obligation to purchase the Shares,  and
         deliver  the  consideration   described  herein,  is  conditioned  upon
         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.  This  Subscription is subject to the  marginability of
         the entire  taking value of the Shares and being not less than thirteen
         (13) million dollars.

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



<PAGE>



         12. Entire Agreement.  This Offshore Securities  Deferred  Subscription
         Agreement,  when read in conjunction with the Escrow Agreement  between
         the Parties,  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,  agreement and
         understandings  in  connection  therewith.   This  Offshore  Securities
         Deferred  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:             BARON BANKER LIMITED

                  ADDRESS:          1020 Matheson Blvd East
                                    Unit 12
                                    Mississauga, Ontario L4W4J9
                                    Canada

                  TEL NO.:          (905) 728-6521

                  FAX NO.:          (905) 728-0235

                  CONTACT:          J.P. BARON, Chairman
                                    FRED PITTMAN, President
                                    PETER VERBEEK, Legal Counsel
                                            (905) 602-6000
                                            (905) 602-5000




<PAGE>



         14. Issuer's acceptance based upon Purchasers  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 SECTION 2 OF
         THIS  AGREEMENT,  AND THIS OFFSHORE  SECURITIES  DEFERRED  SUBSCRIPTION
         AGREEMENT  WOULD  NOT BE  ACCEPTED  BY ISSUER  IN THE  ABSENCE  OF SUCH
         REPRESENTATIONS AND WARRANTIES.

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

Dated this       day of the month of June, 1996.

Company Name:                             AFFINITY ENTERTAINMENT, INC.


                                         By:  ----------------------------------
                                         William J. Bosso
                                         President

Country of Execution:                    United States



Accepted this      day of the month of June, 1996.

Company Name:                            BARON BANKER LIMITED



                                         By: ----------------------------------
                                         J.P. Baron, Chairman







<PAGE>







                                  APPENDIX "A"

                         PURCHASER REPRESENTATION LETTER



Dear Sirs:

         The  undersigned,  BARON BANKER LIMITED,  has purchased on June , 1996,
Four  Million  (4,000,000)  Shares of Common  Stock (the  "Shares")  of AFFINITY
ENTERTAINMENT,  INC. (the "Company") and, in connection with such purchase,  has
executed and delivered a subscription form ("Subscription Form") of your design.
BARON  acknowledges  the Regulation S restriction,  and the restriction  against
transfer  imposed  during the entire period that the note has not been satisfied
plus the three (3) months of restriction after the note is satisfied.

         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 not
                  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  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.




<PAGE>
                  (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

                  (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       day of the month of June, 1996.


By: ________________________________
    Official Signature of Purchaser

Title: _____________________________

Country of Execution:


<PAGE>








                                  APPENDIX "B"

                                 PROMISSORY NOTE