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EXHIBIT 10.33

Note Receivable dated December 30, 1996 between Joe McAdams and the Company.

                             PROMISSORY NOTE

$1,000,000.00                                             Ventura, California
                                                          December 30, 1996

            FOR VALUE RECEIVED, Joe B. McAdams ("Maker") , promises to pay to
the order of Affinity Group, Inc., a Delaware corporation ("Payee"), its
successors and assigns, the principal sum of One Million Dollars
($1,000,000.00) upon demand by the Payee.  If payment is not made when
demanded, the unpaid principal balance shall bear interest at the rate of
twelve percent (12%) per annum until all amounts due hereunder have been paid
in full.

            This Note may be prepaid in whole or in part at any time and from
time to time without penalty.  All payments shall be applied first to accrued
interest and then to unpaid principal balances.

            All amounts due hereunder shall be paid at 2575 Vista Del Mar
Drive, Ventura, California 93001, or at such other place as the Payee shall
have designated to the Maker in writing.

            The indebtedness evidenced by this Note is secured by and
entitled to the benefit of all of the provisions contained in that certain
Collateral Assignment and Pledge of Phantom Stock Interests (the "Collateral
Assignment") dated the date hereof from Maker in favor of the Payee.
Notwithstanding any provision contained herein to the contrary, the
obligations of the Maker under this Note shall be nonrecourse obligations
with respect to the Maker, and Maker shall have no personal pecuniary
liability hereunder.  The Holder of this Note shall not seek any judgment for
a deficiency or personal judgment against Maker with respect to this Note or
the Collateral Assignment.

            Any one or more of the following shall constitute an event of
default under this Note: (i) failure by the Maker to pay any installment of
interest or principal on this Note when the same shall have become due and
such failure shall continue for more than 10 days after notice thereof to the
Maker, or (ii) Maker shall make an assignment for the benefit of his
creditors or a petition in bankruptcy as filed by or against the Maker and is
not stayed or discharged within 60 days thereafter.  When any such event of
default has occurred and is continuing, the Holder of this Note may declare
the entire remaining indebtedness hereunder, including accrued interest, to
be immediately due and payable and exercise each and every remedy available
to the Holder of this Note under applicable law.

            The Maker hereby waives presentment, demand, protest, and notice.
 The Maker shall pay on demand all costs, including court costs and
reasonable attorneys' fees, paid or incurred by the holder hereof in
enforcing this Note.

IN WITNESS WHEREOF, the Maker has caused this Note to be fully executed as of
the date first above written.

                                     /s/
                                  ----------------------------
                                          Joe B. McAdams


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                     COLLATERAL ASSIGNMERT AND PLEDGE OF
                          PHANTOM STOCK INTERESTS


            THIS COLLATERAL ASSIGNMENT AND PLEDGE OF PHANTOM STOCK INTERESTS
(the "Assignment") is made as of the 30th day of December 1996 by JOE B.
MCADAMS (the "Maker") to and with AFFINITY GROUP, INC. , a Delaware
corporation (the "Company') , with offices at 2575 Vista Del Mar Drive,
Ventura, California 93001.

                                W I T N E S S E T H:

            WHEREAS, the Maker is a party to that certain Phantom Stock
Agreement dated as of January 2, 1992, as amended (the "Phantom Stock
Agreement") pursuant to which Maker is entitled to the Phantom Stock Interest
(as defined in the Phantom Stock Agreement) ; and

            WHEREAS, the Company has agreed to make a loan in the aggregate
principal amount of One Million Dollars ($1,000,000) to the Maker, such loan
to be evidenced by the Maker I s promissory note issued to the Company in
said aggregate principal amount (the "Note"); and

            WHEREAS, in order to induce the Company to make the loan, the
Maker has agreed to assign and pledge his Phantom Stock Interest to the
Company;

            NOW, THEREFORE, for value received and as security for the
payment and performance of all obligations, indebtedness and liability of the
Maker under the Note (the "Obligations"), the Maker, for himself and for his
heirs, successors and assigns, does hereby pledge, transfer, assign and
deliver unto the Company, its successors and assigns, and grants to the
Company a security interest in, all of the right, title and interest of the
Maker, whether now existing or hereafter arising, in and to the Phantom Stock
interest, including, without limitation, all right to receive the cash value
thereof or any distributions or payments with respect thereto.

            TO HAVE AND TO HOLD the same unto the Company, its successors and
assigns, until such time as the Obligations shall have been paid in full.

This instrument is delivered and accepted upon the following terms and
conditions:

            1 .  COMPANY'S RIGHTS IN EVENT OF DEFAULT.

            1.1  Immediately upon the occurrence of any default under any of
the Obligations, which default entitles the holders thereof to accelerate the
indebtedness evidenced thereby (a "Default") , and so long as such Default shall
continue, at the option of the Company, the Company shall have the exclusive
right to offset its obligations under the Phantom Stock Agreement against the
Obligations without further authorization, note or demand.

            1.2  The Maker does hereby constitute and appoint the Company,
upon such Default, with full power of substitution and revocation, his true
and lawful attorney, for him and in his name, place and stead, to do and
perform any or all of the following as fully as he could do if personally
present, hereby ratifying and confirming all that his said attorney or its
substitute shall lawfully do or cause to be done by virtue hereof.

            1.3  If a Default shall occur, then thereupon and at any time or
times thereafter, the Company shall have all rights and remedies provided to
a secured party under the Uniform Commercial Code of the State of California.

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            2. PHANTOM STOCK AGREEMENT.

            This Assignment is for collateral purposes only, and all of the
rights and obligations of the Maker and the Company under the Phantom Stock
Agreement shall remain in full force and effect, unaffected by this
Assignment.

            3. TERMINATION OF THIS AGREEMENT.

   Upon payment in full of all of the Obligations, the Company covenants and
agrees to execute and deliver to the Maker instruments effective to evidence
the termination of this instrument and/or the reassignment to the Maker of
the rights, power and authority granted herein.

            5. NO PERSONAL RECOURSE.

            Notwithstanding any provision contained herein to the contrary,
the obligations of the Maker under the Note are nonrecourse obligations with
respect to the Maker, and Maker shall have no personal pecuniary liability
thereunder. The holder of the Note shall not seek any judgment for a
deficiency or personal judgment against the Maker with respect to the Note or
this Assignment.

            6. MISCELLANEOUS PROVISIONS.

            6.1  No change, amendment, modification, cancellation or
discharge hereof, or of any part hereof, shall be valid unless all of the
parties hereto shall have consented thereto in writing.

            6.2  The terms, covenants and conditions contained herein shall
inure to the benefit of, and bind the Company and the Maker and its or his
respective successors and assigns or executors, administrators, successors
and assigns, as the case may be.

                                        -2-


            6.3  The captions of this instrument are for convenience and
reference only and neither in any way define, limit or describe the scope or
interest herein nor in any way affect this instrument.

            6.4  If any provision hereof shall be invalid or unenforceable in
any respect or in any jurisdiction, the remaining provisions hereof shall
remain in full force and effect and shall be enforceable to the maximum
extent permitted by law.

            6.5  This Assignment shall be governed by and construed in
accordance with the laws of the State of California.

IN WITNESS WHEREOF, the Maker has executed this Assignment as of the day and
year first above written.


                                             /s/
                                          ---------------------------
                                          Joe B. McAdams

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