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 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
American (hereinafter referred to as the "ISSUER").

         1.       Subscription.  The undersigned:

                  NAME:         PHILMONT A.V.V.

                  ADDRESS:      Sun Plaza
                                306-160 Lloyd Gaston Smith Blvd.
                                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  fluctuation in the
                  trading  price  shall be  reflected  as an  adjustment  of the
                  consideration calculated as set for in this Section 1 (a). The
                  Stock  shall  be  common  stock,  approved  by  the  Board  of
                  Directors  of the  ISSUER,  and will be  entitled,  unless the
                  Promissory Note as set forth in paragraph 1 (b) (i) is paid in
                  full, no 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,
                  

<PAGE>


                  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,
                  unless the Promissory Note as set forth in paragraph 1 (b) (i)
                  is paid in full,  shall not be entitled to exercise any voting
                  or  consensual  rights  pertaining  to  or  arising  from  the
                  ownership  of the  Stock.  In the  event  the bid price of the
                  Stock  should  decline  to less  than  $5.00  per  share,  the
                  PURCHASER shall notify the ISSUER, and the ISSUER shall within
                  5  days  after  receipt  of  said  notice,  cause  to  deliver
                  additional  stock in  conformance  with  this  paragraph  1 in
                  quantify  sufficient to restore the valuation of all the Stock
                  issued to the PURCHASER to the original  calculated  amount as
                  set forth in Section 1 (b) (i). Any additional  stock shall be
                  issued in 25,000 share increments. The Promissory Note may not
                  be prepaid, in whole or in part, in advance.

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

                           (i) In the form of a Promissory Note in the amount of
                           $5,000,000,  (representing  a 20%  discount  from the
                           fair  market  value  of  the  Stock  of  $6,250,000),
                           bearing interest at the rate of Ten (10%) percent per
                           annum, payable monthly,  interest only, in advance in
                           the  approximate  amount  of Forty One  Thousand  Six
                           Hundred  Sixty-Seven Dollars ($41,667) per month, all
                           principal and interest due in twelve (12) months (the
                           "Termination Date"). The initial interest calculation
                           is based  upon the  value of the  Stock  transferred.
                           Subsequent  monthly  interest  shall be calculated on
                           the first day of each month by applying  the interest
                           rate of 80% of the  then  fair  market  value  of the
                           Stock  computed  as the  average of the price for the
                           previous 20 trading days as determined  five (5) days
                           prior to the payment due date.  Payment  shall be due
                           by wire transfer,  as set forth  hereinbelow,  on the
                           10th of each and every month.

                           (ii)  Upon  the   expiration   of  the  term  of  the
                           Promissory   Note,  the  ISSUER  shall  in  its  sole
                           discretion,  have the  option to  acquire  the shares
                           subscribed  herein by the  PURCHASER  in exchange for
                           the full  cancellation  of the  Promissory  Note. The
                           ISSUER shall  notify the  PURCHASER in writing of its
                           intent to acquire  the shares  before the due date of
                           the Promissory Note. The transaction  contemplated in
                           this Section 1 (b) (ii) shall be  accomplished by the
                           PURCHASER  tendering  its shares to the ISSUER within
                           15  days  of  the  expiration  of  the  term  of  the
                           Promissory Note.  Within 5 days of the receipt of the
                           shares,  the ISSUER shall return the Promissory  Note
                           to the PURCHASER marked "Paid in Full."

                           (iii) To the  extent  ISSUER  does not  exercise  its
                           option in Section 1 (b) (ii),  upon the expiration of
                           the term of the Promissory Note, the PURCHASER shall,
                           in its sole  discretion,  have the option to transfer
                           ("put") the Stock

                                       -2-

<PAGE>


                           subscribed  herein to the ISSUER in exchange  for the
                           full   cancellation  of  the  Promissory   Note.  The
                           PURCHASER  shall  notify the ISSUER in writing of the
                           intent to "put" the Stock to the  ISSUER on or before
                           the due date of the Promissory  Note. The transaction
                           contemplated  in this  Section 1 (b)  (iii)  shall be
                           accomplished by the  undersigned  tendering the Stock
                           to the ISSUER within 15 days of the expiration of the
                           term of the  Promissory  Note.  Within  5 days of the
                           receipt of the Stock,  the  ISSUER  shall  return the
                           Promissory  Note to the  PURCHASER  marked  "PAID  IN
                           FULL."

                           (iv) The  principal  amount  of the  Promissory  Note
                           shall  be  adjusted  on the due  date by  multiplying
                           (0.8) times the fair market value of the Stock on the
                           due  date  as  determined  in  paragraph  1 (b)  (i),
                           herein.

                           (v) The sum of  Eighty-Three  Thousand  Three Hundred
                           Thirty-Three  Dollars  ($83,333),   representing  the
                           first and last months  interest  shall be tendered in
                           good  funds by wire  transfer  to the  account as set
                           forth below.

                           (vi) In the  event  any  installment  as set forth in
                           this  paragraph  1 (b) is  more  than  5  days  late,
                           default shall be deemed to have occurred.  The ISSUER
                           shall make  written  demand  for  payment of the late
                           installment,  and should  payment  not be made by the
                           undersigned  within 5 days of the  tendering  of such
                           written  demand,  the  ISSUER  shall be  entitled  to
                           declare the entirety of the Promissory  Note due, and
                           the undersigned  shall return the Stock to the ISSUER
                           within  72  hours  of  the   ISSUER's   demand.   The
                           undersigned  shall  continue  to be  liable  for  any
                           unpaid  interest  pro-rated  through  the date of the
                           return of the Stock to the ISSUER.

                  Any money shall be delivered in good funds by wire transfer in
                  United States Dollars, subject to any further instructions, as
                  follows:

                           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
                           for whom the  PURCHASER  is acting as  fiduciary is a
                           U.S.  person.  A U.S.  person  means  any  one of the
                           following:

                                      -3-
<PAGE>


                                    (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  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.

                                      -4-
<PAGE>

                           (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 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  los  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 it 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 the ISSUER
                           is 

                                      -5-

<PAGE>

                           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 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
                           (SCHEDULE  A) AS PROVIDED IN PARAGRAPH 7, IN ORDER TO
                           FACILITATE   THE   TRANSFER   OF   THE   CERTIFICATES
                           REPRESENTING  THE  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. If PURCHASER is
                           purchasing  the  Shares   subscribed  for  hereby  in
                           representative    or    fiduciary    capacity,    the
                           representations   and  warranties  in  this  Offshore
                           Securities 

                                      -6-

<PAGE>

                           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.

                  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").

                  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:

                                      -7-
<PAGE>

                           (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  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 for a period of
                           12  months.   ISSUER   may  notify  the   appropriate
                           Corporate   Transfer  Agent  for  the  Stock  of  the
                           restrictions imposed in this subparagraph.

                           (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.

                           (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.

                           (iv)  Substitution  of  ISSUER.  In the event  ISSUER
                           desires to redeem,  exchange or otherwise convert the
                           Stock  held  by  PURCHASER  during  the  term  of the
                           Promissory  Note,  ISSUER shall  deliver in exchange,
                           either:

                                    (a) the cash  proceeds  from the sale of the
                                    Stock;

                                    (b) substitute stock;

                                    (c)   similar   securities   acceptable   to
                                    PURCHASER,  in its sole  discretion,  with a
                                    fair   market   value  equal  to  the  Stock
                                    transferred.

                  g. 1934 Act Compliance.  PURCHASER  agrees to make all filings
                  required pursuant to the Securities and Exchange Act of 1934.
   
                                       -8-
<PAGE>


         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 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  and will not 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 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.

                                      -9-
<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.

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

         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 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 written consent,  settle
                  or compromise any such lawsuit or

                                      -10-

<PAGE>

                  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  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 (a) and of the instruction on transfer for 12 months as set
         forth in  Section 2 (f)(i).  The  Transfer  Agent  shall be given  stop
         transfer  instructions  accordingly  and the  Shares  shall  be  freely
         transferable  on  the  books  and  records  of  the  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 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 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.

                                      -11-
<PAGE>


         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.

         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).

         12. Entire Agreement.  This Offshore Securities  Deferred  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,  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:             PHILMONT A.V.V.

                  ADDRESS:          Sun Plaza
                                    306-160 Lloyd Gaston Smith Blvd.
                                    Aruba

                  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.

                                      -12-
<PAGE>


                  SPECIAL
                  INSTRUCTIONS:     Account Number: To be provided.

                  NUMBER
                  OF SHARES:        500,000

                  NAME:             Lehman Brothers

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

                  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 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.



                                      -13-

<PAGE>



         IN WITNESS  WHEREOF,  this Offshore  Securities  Deferred  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
                                        ______________________________


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

                                      -14-

<PAGE>



                                  APPENDIX "A"

                         PURCHASER REPRESENTATION LETTER



Dear Sirs:

         The undersigned,  PHILMONT A.V.V., has purchased on January , 1996, One
Million 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.  P
acknowledges  the  Regulation S  restriction  and 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 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.

                  (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

                                      -15-
<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 24th day of the month of January, 1996.


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

Title:       Manager
      ______________________________

Country of Execution:   Canada
                     _______________   
                                     

                                      -16-