Unassociated Document


    THE
      REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES
      THAT
      IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN
      PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT
      WILL
      NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR
      A
      PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER
      THAN (I) MAXIM GROUP LLC OR ITS AFFILIATES (“MAXIM”) OR AN UNDERWRITER OR A
      SELECTED DEALER IN CONNECTION WITH THE OFFERING (DEFINED HEREIN), OR (II) A
      BONA
      FIDE OFFICER, PARTNER OR EMPLOYEE OF MAXIM OR OF ANY SUCH UNDERWRITER OR
      SELECTED DEALER.

     

    THIS
      PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) ________________,
      2007 AND (II) THE CONSUMMATION BY AFFINITY MEDIA INTERNATIONAL CORP. (“COMPANY”)
      OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS
      COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S
      REGISTRATION STATEMENT (DEFINED HEREIN)). THIS PURCHASE OPTION SHALL BE VOID
      AFTER 5:00 P.M, NEW YORK CITY TIME, ON _____________,
      2011.

     

    


    


    UNIT
      PURCHASE OPTION

    


    


    FOR
      THE
      PURCHASE OF

    


    192,500
      UNITS

    


    OF

    


    AFFINITY
      MEDIA INTERNATIONAL CORP.

    


    


    1. Purchase
      Option.

    


    THIS
      CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of
Maxim
      Partners LLC (collectively, with its successors and permitted assigns and/or
      transferees, the "Holder"),
      as
      registered owner of this Purchase Option, to Affinity Media International Corp.
      (the "Company"),
      Holder is entitled, at any time or from time to time upon the later of (i)
      the
      consummation of a Business Combination and (ii) _____________, 2007
      ("Commencement
      Date"),
      and
      at or before 5:00 p.m., Eastern Time, __________, 2011 ("Expiration
      Date"),
      but
      not thereafter, to subscribe for, purchase and receive, in whole or in part,
      up
      to One Hundred and Ninety Two Thousand and Five Hundred (192,500) units (the
      "Units")
      of the
      Company, each Unit consisting of one share of common stock of the Company,
      par
      value $.0001 per share (the "Common
      Stock"),
      and
      two warrants (the "Warrant(s)")
      expiring four years from the effective date ("Effective
      Date")
      of the
      registration statement ("Registration
      Statement")
      pursuant to which Units are offered for sale to the public (the "Offering").
      Each
      Warrant is on the same terms and conditions as the warrants included in the
      Units being registered for sale to the public by way of the Registration
      Statement,
      including that the Warrants underlying the Units comprising this Purchase Option
      have an exercise price of $5.00 per share.
      If the
      Expiration Date is a day on which banking institutions are authorized by law
      to
      close, then this Purchase Option may be exercised on the next succeeding day
      which is not such a day in accordance with the terms herein. During the period
      ending on the Expiration Date, the Company agrees not to take any action that
      would terminate the Purchase Option. This Purchase Option is initially
      exercisable at $6.60 per Unit so purchased; provided,
      however,
      that
      upon the occurrence of any of the events specified in Section 6 hereof, the
      rights granted by this Purchase Option, including the exercise price per Unit
      and the number of Units (and shares of Common Stock and Warrants) to be received
      upon such exercise, shall be adjusted as therein specified. The term
      "Exercise
      Price"
      shall
      mean the initial exercise price or the adjusted exercise price, depending on
      the
      context.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2. Exercise.

    


    2.1 Exercise
      Form.
      In
      order to exercise this Purchase Option, the exercise form attached hereto must
      be duly executed and completed and delivered to the Company, together with
      this
      Purchase Option and payment of the Exercise Price for the Units being purchased
      payable in cash or by certified check or official bank check. If the
      subscription rights represented hereby shall not be exercised at or before
      5:00
      p.m., New York City Time, on the Expiration Date, this Purchase Option shall
      become and be void without further force or effect, and all rights represented
      hereby shall cease and expire.

    


    2.2 Legend.
      Each
      certificate for the securities purchased under this Purchase Option shall bear
      a
      legend as follows unless such securities have been registered under the
      Securities Act of 1933, as amended (the "Act"):

    


    "The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933, as amended ("Act") or applicable state law. The
      securities may not be offered for sale, sold or otherwise transferred except
      pursuant to an effective registration statement under the Act, or pursuant
      to an
      exemption from registration under the Act and applicable state
      law."

    


    
      
         

      

      
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    2.3 Cashless
      Exercise.
      In lieu
      of the payment of the Exercise Price multiplied by the number of Units for
      which
      this Purchase Option is exercisable (and in lieu of being entitled to receive
      Common Stock and Warrants) in the manner required by Section 2.1, the Holder
      shall have the right (but not the obligation) to convert any exercisable but
      unexercised portion of this Purchase Option into Units (the "Conversion
      Right")
      as
      follows: upon exercise of the Conversion Right, the Company shall deliver to
      the
      Holder (without payment by the Holder of any of the Exercise Price in cash)
      that
      number of shares of Common Stock and Warrants comprising that number of Units
      equal to the quotient obtained by dividing (x) the "Value" (as defined below)
      of
      the portion of the Purchase Option being converted by (y) the Current Market
      Value (as defined below) of the portion of the Purchase Option being converted.
      The "Value"
      of the
      portion of the Purchase Option being converted shall equal the remainder derived
      from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of
      Units underlying the portion of this Purchase Option being converted from (b)
      the Current
      Market Value
      of a
      Unit multiplied by the number of Units underlying the portion of the Purchase
      Option being converted. As used herein, the term "Current
      Market Value"
      per
      Unit at any date means: (A) in the event that neither the Units nor Warrants
      are
      still trading, the remainder derived from subtracting (x) the exercise price
      of
      the Warrants multiplied by the number of shares of Common Stock issuable upon
      exercise of the Warrants underlying one Unit from (y) (i) the Current Market
      Price of the Common Stock multiplied by (ii) the number of shares of Common
      Stock underlying one Unit, which shall include the shares of Common Stock
      underlying the Warrants included in such Unit; (B) in the event that the Units,
      Common Stock and Warrants are still trading, (i) if the Units are listed on
      a
      national securities exchange or quoted on the Nasdaq National Market, Nasdaq
      SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin
      Board Exchange), the last sale price of the Units in the principal trading
      market for the Units as reported by the exchange, Nasdaq or the NASD, as the
      case may be, on the last trading day preceding the date in question; or (ii)
      if
      the Units are not listed on a national securities exchange or quoted on the
      Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board
      (or successor exchange), but is traded in the residual over-the-counter market,
      the closing bid price for Units on the last trading day preceding the date
      in
      question for which such quotations are reported by the Pink Sheets, LLC or
      similar publisher of such quotations; and (C) in the event that the Units are
      not still trading but the Common Stock and Warrants underlying the Units are
      still trading, the Current Market Price of the Common Stock plus the product
      of
      (x) the Current Market Price of the Warrants and (y) the number of shares of
      Common Stock underlying the Warrants included in one Unit. The "Current
      Market Price"
      shall
      mean (i) if the Common Stock (or Warrants, as the case may be) is listed on
      a
      national securities exchange or quoted on the Nasdaq National Market, Nasdaq
      SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin
      Board Exchange), the last sale price of the Common Stock (or Warrants) in the
      principal trading market for the Common Stock as reported by the exchange,
      Nasdaq or the NASD, as the case may be, on the last trading day preceding the
      date in question; (ii) if the Common Stock (or Warrants, as the case may be)
      is
      not listed on a national securities exchange or quoted on the Nasdaq National
      Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor
      exchange), but is traded in the residual over-the-counter market, the closing
      bid price for the Common Stock (or Warrants) on the last trading day preceding
      the date in question for which such quotations are reported by the Pink Sheets,
      LLC or similar publisher of such quotations; and (iii) if the fair market value
      of the Common Stock cannot be determined pursuant to clause (i) or (ii) above,
      such price as the Board of Directors of the Company shall determine, in good
      faith.

    


    2.4
       Mechanics
      of Cashless Exercise.
      The
      Cashless Exercise Right may be exercised by the Holder on any business day
      on or
      after the Commencement Date and not later than the Expiration Date by delivering
      the Purchase Option with the duly executed exercise form attached hereto with
      the cashless exercise section completed to the Company, exercising the Cashless
      Exercise Right and specifying the total number of Units the Holder will purchase
      pursuant to such Cashless Exercise Right.

    


    
      
         

      

      
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    3. Transfer.

    


    3.1 General
      Restrictions.
      The
      registered Holder of this Purchase Option, by its acceptance hereof, agrees
      that
      it will not sell, transfer, assign, pledge or hypothecate this Purchase Option
      for a period of one year following the Effective Date to anyone other than
      (i)
      Maxim or an underwriter or a selected dealer in connection with the Offering,
      or
      (ii) a bona fide officer or partner of Maxim or of any such underwriter or
      selected dealer. On and after the first anniversary of the Effective Date,
      transfers to others may be made subject to compliance with or exemptions from
      applicable securities laws. In order to make any permitted assignment, the
      Holder must deliver to the Company the assignment form attached hereto duly
      executed and completed, together with the Purchase Option and payment of all
      transfer taxes, if any, payable in connection therewith. The Company shall
      within five business days transfer this Purchase Option on the books of the
      Company and shall execute and deliver a new Purchase Option or Purchase Options
      of like tenor to the appropriate assignee(s) expressly evidencing the right
      to
      purchase the aggregate number of Units purchasable hereunder or such portion
      of
      such number as shall be contemplated by any such assignment.

    


    3.2 Restrictions
      Imposed by the Act.
      The
      securities evidenced by this Purchase Option shall not be transferred unless
      and
      until (i) the Company has received the opinion of counsel for the Holder that
      the securities may be transferred pursuant to an exemption from registration
      under the Act and applicable state securities laws, the availability of which
      is
      established to the reasonable satisfaction of the Company (the Company hereby
      agreeing that the opinion of Lowenstein Sandler PC shall be deemed satisfactory
      evidence of the availability of an exemption), or (ii) a registration statement
      or a post-effective amendment to the Registration Statement relating to such
      securities has been filed by the Company and declared effective by the
      Securities and Exchange Commission and compliance with applicable state
      securities law has been established.

    


    4. New
      Purchase Options to be Issued.

    


    4.1 Partial
      Exercise or Transfer.
      Subject
      to the restrictions in Section 3 hereof, this Purchase Option may be exercised
      or assigned in whole or in part. In the event of the exercise or assignment
      hereof in part only, upon surrender of this Purchase Option for cancellation,
      together with the duly executed exercise or assignment form and, except in
      the
      case of an exercise of this Purchase Option contemplated by Section 2.3 hereof,
      funds sufficient to pay any Exercise Price and/or transfer tax, the Company
      shall cause to be delivered to the Holder without charge a new Purchase Option
      of like tenor to this Purchase Option in the name of the Holder evidencing
      the
      right of the Holder to purchase the number of Units purchasable hereunder as
      to
      which this Purchase Option has not been exercised or assigned.

    


    4.2 Lost
      Certificate.
      Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction or mutilation of this Purchase Option and of reasonably satisfactory
      indemnification or the posting of a bond, the Company shall execute and deliver
      a new Purchase Option of like tenor and date. Any such new Purchase Option
      executed and delivered as a result of such loss, theft, mutilation or
      destruction shall constitute a substitute contractual obligation on the part
      of
      the Company.

    


    
      
         

      

      
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    5. Registration
      Rights.

    


    5.1 Demand
      Registration.

    


    5.1.1 Grant
      of Right.
      The
      Company, upon written demand (an "Initial
      Demand Notice")
      of the
      Holder(s) of at least 51% of the Purchase Options and/or the underlying Units
      and/or the underlying securities (the "Majority
      Holders"),
      agrees to register on one occasion, all or any portion of the Purchase Options
      requested by the Majority Holders in the Initial Demand Notice and all of the
      securities underlying such Purchase Options, including the Units, Common Stock,
      the Warrants and the Common Stock underlying the Warrants (collectively, the
      "Registrable
      Securities").
      On
      such occasion, the Company will file a registration statement or a
      post-effective amendment to the Registration Statement covering the Registrable
      Securities within sixty days after receipt of the Initial Demand Notice and
      use
      its best efforts to have such registration statement or post-effective amendment
      declared effective as soon as possible thereafter. The demand for registration
      may be made at any time during a period of five years beginning on the Effective
      Date. The Company covenants and agrees to give written notice of its receipt
      of
      any Initial Demand Notice by any Holder(s) to all other registered Holders
      of
      the Purchase Options and/or the Registrable Securities within ten days from
      the
      date of the receipt of any such Initial Demand Notice.

    


    5.1.2 Terms.
      The
      Company shall bear all fees and expenses attendant to registering the
      Registrable Securities, including the expenses of any legal counsel selected
      by
      the Holders to represent them in connection with the sale of the Registrable
      Securities, but the Holders shall pay any and all underwriting commissions.
      The
      Company agrees to use its reasonable best efforts to qualify or register the
      Registrable Securities in such States as are reasonably requested by the
      Majority Holder(s); provided,
      however,
      that in
      no event shall the Company be required to register the Registrable Securities
      in
      a State in which such registration would cause (i) the Company to be obligated
      to qualify to do business in such State, or would subject the Company to
      taxation as a foreign corporation doing business in such jurisdiction or (ii)
      the principal stockholders of the Company to be obligated to escrow their shares
      of capital stock of the Company. The Company shall cause any registration
      statement or post-effective amendment filed pursuant to the demand rights
      granted under Section 5.1.1 to remain effective for a period of two (2) years
      from the effective date of such registration statement or post-effective
      amendment.

    


    5.2 "Piggy-Back"
      Registration.

    


    5.2.1 Grant
      of Right.
      In
      addition to the demand right of registration, the Holders of the Purchase
      Options shall have the right for a period of seven years commencing on the
      Effective Date, to include the Registrable Securities as part of any other
      registration of securities filed by the Company (other than in connection with
      a
      transaction contemplated by Rule 145(a) promulgated under the Act or pursuant
      to
      Form S-8); provided,
      however,
      that
      if, in the written opinion of the Company's managing underwriter or
      underwriters, if any, for such offering, the inclusion of the Registrable
      Securities, when added to the securities being registered by the Company or
      the
      selling stockholder(s), will exceed the maximum amount of the Company's
      securities (the "Maximum
      Number of Shares")
      which
      can be marketed (i) at a price reasonably related to their then current market
      value, and (ii) without materially and adversely affecting the entire offering,
      then the Company shall include in any such registration:

    


    
      
         

      

      
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    (i) If
      the
      registration is undertaken for the Company's account: (A) first, the shares
      of
      Common Stock or other securities that the Company desires to sell that can
      be
      sold without exceeding the Maximum Number of Shares; (B) second, to the extent
      that the Maximum Number of Shares has not been reached under the foregoing
      clause (A), the shares of Common Stock, if any, including the Registrable
      Securities, as to which registration has been requested pursuant to written
      contractual piggy-back registration rights of security holders (pro rata in
      accordance with the number of shares of Common Stock which each such person
      has
      actually requested to be included in such registration, regardless of the number
      of shares of Common Stock with respect to which such persons have the right
      to
      request such inclusion) that can be sold without exceeding the Maximum Number
      of
      Shares; and

    


    (ii) If
      the
      registration is a "demand" registration undertaken at the demand of persons
      other than the holders of Registrable Securities pursuant to written contractual
      arrangements with such persons, (A) first, the shares of Common Stock for the
      account of the demanding persons that can be sold without exceeding the Maximum
      Number of Shares; (B) second, to the extent that the Maximum Number of Shares
      has not been reached under the foregoing clause (A), the shares of Common Stock
      or other securities that the Company desires to sell that can be sold without
      exceeding the Maximum Number of Shares; and (C) third, to the extent that the
      Maximum Number of Shares has not been reached under the foregoing clauses (A)
      and (B), the Registrable Securities as to which registration has been requested
      under this Section 5.2 (pro rata in accordance with the number of shares of
      Registrable Securities held by each such holder); and (D) fourth, to the extent
      that the Maximum Number of Shares has not been reached under the foregoing
      clauses (A), (B) and (C), the shares of Common Stock, if any, as to which
      registration has been requested pursuant to written contractual piggy-back
      registration rights which other shareholders desire to sell that can be sold
      without exceeding the Maximum Number of Shares.

    


    5.2.2 Terms.
      The
      Company shall bear all fees and expenses attendant to registering the
      Registrable Securities, including the expenses of any legal counsel selected
      by
      the Holders to represent them in connection with the sale of the Registrable
      Securities but the Holders shall pay any and all underwriting commissions
      related to the Registrable Securities. In the event of such a proposed
      registration, the Company shall furnish the then Holders of outstanding
      Registrable Securities with not less than fifteen days written notice prior
      to
      the proposed date of filing of such registration statement. Such notice to
      the
      Holders shall continue to be given for each applicable registration statement
      filed (during the period in which the Purchase Option is exercisable) by the
      Company until such time as all of the Registrable Securities have been
      registered and sold. The holders of the Registrable Securities shall exercise
      the "piggy-back" rights provided for herein by giving written notice, within
      ten
      days of the receipt of the Company's notice of its intention to file a
      registration statement. The Company shall cause any registration statement
      filed
      pursuant to the above "piggyback" rights to remain effective for at least nine
      months from the date that the Holders of the Registrable Securities are first
      given the opportunity to sell all of such securities. The
      Company agrees, at its sole expenses, to use its reasonable best efforts to
      qualify or register the Registrable Securities in such States as are reasonably
      requested by the Majority Holder(s); provided, however, that in no event shall
      the Company be required to register the Registrable Securities in a State in
      which such registration would cause (i) the Company to be obligated to qualify
      to do business in such State, or would subject the Company to taxation as a
      foreign corporation doing business in such jurisdiction or (ii) the principal
      stockholders of the Company to be obligated to escrow their shares of capital
      stock of the Company. 

    


    
      
         

      

      
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    5.3 Damages.
      Should
      the registration or the effectiveness thereof required by Sections 5.1 and
      5.2
      hereof be delayed by the Company or the Company otherwise materially fails
      to
      comply with such provisions, the Company shall, in addition to any other
      equitable or other relief available to the Holder(s), be liable for any and
      all
      incidental, special and consequential damages sustained by the Holder(s),
      including, but not limited to, the loss of any profits that might have been
      received by the holder upon the sale of shares of Common Stock or Warrants
      (and
      shares of Common Stock underlying the Warrants) underlying this Purchase Option.
      

    


    5.4 General
      Terms.

    


    5.4.1 Indemnification.
      The
      Company shall indemnify the Holder(s) of the Registrable Securities to be sold
      pursuant to any registration statement hereunder and each person, if any, who
      controls such Holders within the meaning of Section 15 of the Act or Section
      20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
      Act"),
      and any
      of their respective heirs, successors, permitted assigns and transfers, and
      agents and representatives,
      against
      all loss, claim, damage, expense or liability (including all reasonable
      attorneys' fees and other expenses reasonably incurred in investigating,
      preparing or defending against litigation, commenced or threatened, or any
      claim
      whatsoever whether arising out of any action between the underwriter and the
      Company or between the underwriter and any third party or otherwise) to which
      any of them may become subject under the Act, the Exchange Act or otherwise,
      arising from such registration statement but only to the same extent and with
      the same effect as the provisions pursuant to which the Company has agreed
      to
      indemnify the underwriters contained in Section 6 of the Underwriting Agreement
      between the Company, Maxim and the other underwriters named therein dated the
      Effective Date. The Holder(s) of the Registrable Securities to be sold pursuant
      to such registration statement, and their successors and assigns, shall
      severally, and not jointly, indemnify the Company, its officers and directors
      and each person, if any, who controls the Company within the meaning of Section
      15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim,
      damage, expense or liability (including all reasonable attorneys' fees and
      other
      expenses reasonably incurred in investigating, preparing or defending against
      any claim whatsoever) to which they may become subject under the Act, the
      Exchange Act or otherwise, arising from information furnished by or on behalf
      of
      such Holders, or their successors or assigns, in writing, for specific inclusion
      in such registration statement to the same extent and with the same effect
      as
      the provisions contained in Section 5 of the Underwriting Agreement pursuant
      to
      which the underwriters have agreed to indemnify the Company.

    


    
      
         

      

      
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    5.4.2 Exercise
      of Purchase Options.
      Nothing
      contained in this Purchase Option shall be construed as requiring the Holder(s)
      to exercise their Purchase Options or Warrants underlying such Purchase Options
      prior to or after the initial filing of any registration statement or the
      effectiveness thereof.

    


    5.4.3 Documents
      Delivered to Holders.
      The
      Company shall furnish Maxim, as representative of the Holders participating
      in
      any of the foregoing offerings, a signed counterpart, addressed to the
      participating Holders, of (i) an opinion of counsel to the Company, dated the
      effective date of such registration statement (and, if such registration
      includes an underwritten public offering, an opinion dated the date of the
      closing under any underwriting agreement related thereto), and (ii) a "cold
      comfort" letter dated the effective date of such registration statement (and,
      if
      such registration includes an underwritten public offering, a letter dated
      the
      date of the closing under the underwriting agreement) signed by the independent
      public accountants who have issued a report on the Company's financial
      statements included in such registration statement, in each case covering
      substantially the same matters with respect to such registration statement
      (and
      the prospectus included therein) and, in the case of such accountants' letter,
      with respect to events subsequent to the date of such financial statements,
      as
      are customarily covered in opinions of issuer's counsel and in accountants'
      letters delivered to underwriters in underwritten public offerings of
      securities. The Company shall also deliver promptly to Maxim, as representative
      of the Holders participating in the offering, the correspondence and memoranda
      described below and copies of all correspondence between the Commission and
      the
      Company, its counsel or auditors and all memoranda relating to discussions
      with
      the Commission or its staff with respect to the registration statement and
      permit Maxim, as representative of the Holders, to do such investigation, upon
      reasonable advance notice, with respect to information contained in or omitted
      from the registration statement as it deems reasonably necessary to comply
      with
      applicable securities laws or rules of the National Association of Securities
      Dealers, Inc. (the "NASD").
      Such
      investigation shall include access to books, records and properties and
      opportunities to discuss the business of the Company with its officers and
      independent auditors, all to such reasonable extent and at such reasonable
      times
      and as often as Maxim, as representative of the Holders, shall reasonably
      request. The Company shall not be required to disclose any confidential
      information or other records to Maxim, as representative of the Holders, or
      to
      any other person, until and unless such persons shall have entered into
      reasonable confidentiality agreements (in form and substance reasonably
      satisfactory to the Company), with the Company with respect
      thereto.

    


    5.4.4 Underwriting
      Agreement.
      The
      Company shall enter into an underwriting agreement with the managing
      underwriter(s), if any, selected by any Holders whose Registrable Securities
      are
      being registered pursuant to this Section 5, which managing underwriter shall
      be
      reasonably acceptable to the Company. Such agreement shall be reasonably
      satisfactory in form and substance to the Company, each Holder and such managing
      underwriters, and shall contain such representations, warranties and covenants
      by the Company and such other terms as are customarily contained in agreements
      of that type used by the managing underwriter. The Holders shall be parties
      to
      any underwriting agreement relating to an underwritten sale of their Registrable
      Securities and may, at their option, require that any or all the
      representations, warranties and covenants of the Company to or for the benefit
      of such underwriters shall also be made to and for the benefit of such Holders.
      Such Holders shall not be required to make any representations or warranties
      to
      or agreements with the Company or the underwriters except as they may relate
      to
      such Holders and their intended methods of distribution. Such Holders, however,
      shall agree to such covenants and indemnification and contribution obligations
      for selling stockholders as are customarily contained in agreements of that
      type
      used by the managing underwriter. Further, such Holders shall execute
      appropriate custody agreements and otherwise cooperate fully in the preparation
      of the registration statement and other documents relating to any offering
      in
      which they include securities pursuant to this Section 5. Each Holder shall
      also
      furnish to the Company such information regarding itself, the Registrable
      Securities held by it, and the intended method of disposition of such securities
      as shall be reasonably required to effect the registration of the Registrable
      Securities.

    


    
      
         

      

      
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    5.4.5 Rule
      144 Sale.  Notwithstanding
      anything contained in this Section 5 to the contrary, the Company shall have
      no
      obligation pursuant to Sections 5.1 or 5.2 for the registration of Registrable
      Securities held by any Holder (i) where such Holder would then be entitled
      to
      sell under Rule 144 within any three month period (or such other period
      prescribed under Rule 144 as may be provided by amendment thereof) all of the
      Registrable Securities held by such Holder, and (ii) where the number of
      Registrable Securities held by such Holder is within the volume limitations
      under paragraph (e) of Rule 144 (calculated as if such Holder were an affiliate
      within the meaning of Rule 144).

    


    5.4.6 Supplemental
      Prospectus.
      Each
      Holder agrees, that upon receipt of any notice from the Company of the happening
      of any event as a result of which the prospectus included in the Registration
      Statement, as then in effect, includes an untrue statement of a material fact
      or
      omits to state a material fact required to be stated therein or necessary to
      make the statements therein not misleading in light of the circumstances then
      existing, such Holder will immediately discontinue disposition of Registrable
      Securities pursuant to the Registration Statement covering such Registrable
      Securities until such Holder's receipt of the copies of a supplemental or
      amended prospectus, and, if so desired by the Company, such Holder shall deliver
      to the Company (at the expense of the Company) or destroy (and deliver to the
      Company a certificate of such destruction) all copies, other than permanent
      file
      copies then in such Holder's possession, of the prospectus covering such
      Registrable Securities current at the time of receipt of such
      notice.

    


    6. Adjustments.

    


    6.1 Adjustments
      to Exercise Price and Number of Securities.
      The
      Exercise Price and the number of Units underlying the Purchase Option shall
      be
      subject to adjustment from time to time as hereinafter set forth:

    


    6.1.1 Stock
      Dividends - Split-Ups.
      If
      after the date hereof, and subject to the provisions of Section 6.4 below,
      the
      number of outstanding shares of Common Stock is increased by a stock dividend
      payable in shares of Common Stock or by a split-up of shares of Common Stock
      or
      other similar event, then, on the effective date thereof, the number of shares
      of Common Stock underlying each of the Units purchasable hereunder shall be
      increased in proportion to such increase in outstanding shares. In such case,
      the number of shares of Common Stock, and the exercise price applicable thereto,
      underlying the Warrants underlying each of the Units purchasable hereunder
      shall
      be adjusted in accordance with the terms of the Warrants. For example, if the
      Company declares a two-for-one stock dividend and at the time of such dividend
      this Purchase Option is for the purchase of one Unit at $6.60 per whole Unit
      (each Warrant underlying the Units is exercisable for $5.00 per share), upon
      effectiveness of the dividend, this Purchase Option will be adjusted to allow
      for the purchase of one Unit at $6.60 per Unit, each Unit entitling the holder
      to receive two shares of Common Stock and four Warrants (each Warrant
      exercisable for $2.50 per share).

    


    
      
         

      

      
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    6.1.2 Aggregation
      of Shares.
      If
      after the date hereof, and subject to the provisions of Section 6.4, the number
      of outstanding shares of Common Stock is decreased by a consolidation,
      combination or reclassification of shares of Common Stock or other similar
      event, then, on the effective date thereof, the number of shares of Common
      Stock
      underlying each of the Units purchasable hereunder shall be decreased in
      proportion to such decrease in outstanding shares. In such case, the number
      of
      shares of Common Stock, and the exercise price applicable thereto, underlying
      the Warrants underlying each of the Units purchasable hereunder shall be
      adjusted in accordance with the terms of the Warrants.

    


    6.1.3 Replacement
      of Securities upon Reorganization, etc.
      In case
      of any reclassification or reorganization of the outstanding shares of Common
      Stock other than a change covered by Section 6.1.1 or 6.1.2 hereof or that
      solely affects the par value of such shares of Common Stock, or in the case
      of
      any merger or consolidation of the Company with or into another corporation
      (other than a consolidation or merger in which the Company is the continuing
      corporation and that does not result in any reclassification or reorganization
      of the outstanding shares of Common Stock), or in the case of any sale or
      conveyance to another corporation or entity of the property of the Company
      as an
      entirety or substantially as an entirety in connection with which the Company
      is
      dissolved, the Holder of this Purchase Option shall have the right thereafter
      (until the expiration of the right of exercise of this Purchase Option) to
      receive upon the exercise hereof, for the same aggregate Exercise Price payable
      hereunder immediately prior to such event, the kind and amount of shares of
      stock or other securities or property (including cash) receivable upon such
      reclassification, reorganization, merger or consolidation, or upon a dissolution
      following any such sale or transfer, by a Holder of the number of shares of
      Common Stock of the Company obtainable upon exercise of this Purchase Option
      and
      the underlying Warrants immediately prior to such event; and if any
      reclassification also results in a change in shares of Common Stock covered
      by
      Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections
      6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall
      similarly apply to successive reclassifications, reorganizations, mergers or
      consolidations, sales or other transfers.

     

    6.1.4 Changes
      in Form of Purchase Option.
      This
      form of Purchase Option need not be changed because of any change pursuant
      to
      this Section, and Purchase Options issued after such change may state the same
      Exercise Price and the same number of Units as are stated in the Purchase
      Options initially issued pursuant to this Agreement. The acceptance by any
      Holder of the issuance of new Purchase Options reflecting a required or
      permissive change shall not be deemed to waive any rights to an adjustment
      occurring after the Commencement Date or the computation thereof.

    


    
      
         

      

      
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    6.2 Substitute
      Purchase Option.
      In case
      of any consolidation of the Company with, or merger of the Company with, or
      merger of the Company into, another corporation (other than a consolidation
      or
      merger which does not result in any reclassification or change of the
      outstanding Common Stock), the corporation formed by such consolidation or
      merger shall execute and deliver to the Holder a supplemental Purchase Option
      providing that the holder of each Purchase Option then outstanding or to be
      outstanding shall have the right thereafter (until the stated expiration of
      such
      Purchase Option) to receive, upon exercise of such Purchase Option, the kind
      and
      amount of shares of stock and other securities and property receivable upon
      such
      consolidation or merger, by a holder of the number of shares of Common Stock
      of
      the Company for which such Purchase Option might have been exercised immediately
      prior to such consolidation, merger, sale or transfer. Such supplemental
      Purchase Option shall provide for adjustments which shall be identical to the
      adjustments provided in Section 6. The above provision of this Section shall
      similarly apply to successive consolidations or mergers.

    


    6.3 Elimination
      of Fractional Interests.
      The
      Company shall not be required to issue certificates representing fractions
      of
      shares of Common Stock or Warrants upon the exercise of the Purchase Option,
      nor
      shall it be required to issue scrip or pay cash in lieu of any fractional
      interests, it being the intent of the parties that all fractional interests
      shall be eliminated by rounding any fraction up or down to the nearest whole
      number of Warrants, shares of Common Stock or other securities, properties
      or
      rights.

    


    7. Reservation
      and Listing.
      The
      Company shall at all times reserve and keep available out of its authorized
      shares of Common Stock, solely for the purpose of issuance upon exercise of
      the
      Purchase Options or the Warrants underlying the Purchase Option, such number
      of
      shares of Common Stock or other securities, properties or rights as shall be
      issuable upon the exercise thereof. The Company covenants and agrees that,
      upon
      exercise of the Purchase Options and payment of the Exercise Price therefor,
      all
      shares of Common Stock and other securities issuable upon such exercise shall
      be
      duly and validly issued, fully paid and non-assessable and not subject to
      preemptive rights of any stockholder. The Company further covenants and agrees
      that upon exercise of the Warrants underlying the Purchase Options and payment
      of the respective Warrant exercise price therefor, all shares of Common Stock
      and other securities issuable upon such exercise shall be duly and validly
      issued, fully paid and non-assessable and not subject to preemptive rights
      of
      any stockholder. As long as the Purchase Options shall be outstanding, the
      Company shall use its best efforts to cause all (i) Units and shares of Common
      Stock issuable upon exercise of the Purchase Options, (ii) Warrants issuable
      upon exercise of the Purchase Options and (iii) shares of Common Stock issuable
      upon exercise of the Warrants included in the Units issuable upon exercise
      of
      the Purchase Option to be listed (subject to official notice of issuance) on
      all
      securities exchanges (or, if applicable on the Nasdaq National Market, SmallCap
      Market, OTC Bulletin Board or any successor trading market) on which the Units,
      the Common Stock or the Warrants may then be listed and/or quoted.

     

    8. Certain
      Notice Requirements.

    


    8.1 Holder's
      Right to Receive Notice.
      Nothing
      herein shall be construed as conferring upon the Holders the right to vote
      or
      consent as a stockholder for the election of directors or any other matter,
      or
      as having any rights whatsoever as a stockholder of the Company. If, however,
      at
      any time prior to the expiration of the Purchase Options and their exercise,
      any
      of the events described in Section 8.2 shall occur, then, in one or more of
      said
      events, the Company shall give written notice of such event at least fifteen
      days prior to the date fixed as a record date or the date of closing the
      transfer books for the determination of the stockholders entitled to such
      dividend, distribution, conversion or exchange of securities or subscription
      rights, or entitled to vote on such proposed dissolution, liquidation, winding
      up or sale. Such notice shall specify such record date or the date of the
      closing of the transfer books, as the case may be. Notwithstanding the
      foregoing, the Company shall deliver to each Holder a copy of each notice given
      to the other stockholders of the Company at the same time and in the same manner
      that such notice is given to the stockholders.

    


    
      
         

      

      
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    8.2 Events
      Requiring Notice.
      The
      Company shall be required to give the notice described in this Section 8 upon
      one or more of the following events: (i) if the Company shall take a record
      of
      the holders of its shares of Common Stock for the purpose of entitling them
      to
      receive a dividend or distribution, or (ii) the Company shall offer to all
      the
      holders of its Common Stock any additional shares of capital stock of the
      Company or securities convertible into or exchangeable for shares of capital
      stock of the Company, or any option, right or warrant to subscribe therefor,
      or
      (iii) a dissolution, liquidation or winding up of the Company (other than in
      connection with a consolidation or merger) or a sale of all or substantially
      all
      of its property, assets and business or a merger of the Company wherein the
      separate existence of the Company shall cease shall be proposed.

    


    8.3 Notice
      of Change in Exercise Price.
      The
      Company shall, promptly after an event requiring a change in the Exercise Price
      pursuant to Section 6 hereof, send notice to the Holders of such event and
      change (a "Price
      Notice").
      The
      Price Notice shall describe the event causing the change and the method of
      calculating same and shall be certified as being true and accurate by the
      Company's President and Chief Financial Officer.

    


     

    8.4 Transmittal
      of Notices.
      All
      notices, requests, consents and other communications under this Purchase Option
      shall be in writing and shall be deemed to have been duly made when hand
      delivered, mailed by express mail or private courier service, or sent by
      facsimile transmission, with confirmation of receipt: (i) If to the registered
      Holder of the Purchase Option, to the address and/or fax number of such Holder
      as shown on the books of the Company, or (ii) if to the Company, to the
      following address or fax number or to such other address or and fax number
      as
      the Company may designate by notice to the Holders:

    


    Affinity
      Media International Corp.

    11601
      Wilshire Blvd., Suite 1500

    Los
      Angeles, CA 90025

    Attn:
      Howard Cohl, President

    Fax
      No.:
      310.479.1561

    


    


    
      
         

      

      
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    9. Miscellaneous.

    


    9.1 Amendments.
      The
      Company and Maxim may from time to time supplement or amend this Purchase Option
      without the approval of any of the Holders in order to cure any ambiguity,
      to
      correct or supplement any provision contained herein that may be defective
      or
      inconsistent with any other provisions herein, or to make any other provisions
      in regard to matters or questions arising hereunder that the Company and Maxim
      may deem necessary or desirable and that the Company and Maxim deem shall not
      adversely affect the interest of the Holders. All other modifications or
      amendments shall require the written consent of and be signed by the party
      against whom enforcement of the modification or amendment is
      sought.

    


    9.2 Headings.
      The
      headings contained herein are for the sole purpose of convenience of reference,
      and shall not in any way limit or affect the meaning or interpretation of any
      of
      the terms or provisions of this Purchase Option.

    


    10. Entire
      Agreement.
      This
      Purchase Option (together with the other agreements and documents being
      delivered pursuant to or in connection with this Purchase Option) constitutes
      the entire agreement of the parties hereto with respect to the subject matter
      hereof, and supersedes all prior agreements and understandings of the parties,
      oral and written, with respect to the subject matter hereof.

    


    10.1 Binding
      Effect.
      This
      Purchase Option shall inure solely to the benefit of and shall be binding upon,
      the Holder and the Company and their permitted assignees, respective successors,
      legal representative and assigns, and no other person shall have or be construed
      to have any legal or equitable right, remedy or claim under or in respect of
      or
      by virtue of this Purchase Option or any provisions herein
      contained.

    


    10.2 Governing
      Law; Submission to Jurisdiction.
      This
      Purchase Option shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, without giving effect to conflict of
      laws. Each of the Company and Maxim agree that any action, proceeding or claim
      against it arising out of, or relating in any way to this Purchase Option shall
      be brought and enforced in the courts of the State of New York located in New
      York County or of the United States of America for the Southern District of
      New
      York, and irrevocably submits to such jurisdiction, which jurisdiction shall
      be
      exclusive. Each of the Company and Maxim hereby waives any objection to such
      exclusive jurisdiction and that such courts represent an inconvenient forum.
      Any
      process or summons to be served upon the Company may be served by transmitting
      a
      copy thereof by registered or certified mail, return receipt requested, postage
      prepaid, addressed to it at the address set forth in Section 8 hereof. Such
      mailing shall be deemed personal service and shall be legal and binding upon
      the
      Company in any action, proceeding or claim. The Company and the Holder agree
      that the prevailing party(ies) in any such action shall be entitled to recover
      from the other party(ies) all of its reasonable attorneys' fees and expenses
      relating to such action or proceeding and/or incurred in connection with the
      preparation therefor.

    


    10.3 Waiver,
      Etc.
      The
      failure of the Company or the Holder to at any time enforce any of the
      provisions of this Purchase Option shall not be deemed or construed to be a
      waiver of any such provision, nor to in any way affect the validity of this
      Purchase Option or any provision hereof or the right of the Company or any
      Holder to thereafter enforce each and every provision of this Purchase Option.
      No waiver of any breach, non-compliance or non-fulfillment of any of the
      provisions of this Purchase Option shall be effective unless set forth in a
      written instrument executed by the party or parties against whom or which
      enforcement of such waiver is sought; and no waiver of any such breach,
      non-compliance or non-fulfillment shall be construed or deemed to be a waiver
      of
      any other or subsequent breach, non-compliance or non-fulfillment.

    


    
      
         

      

      
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    10.4 Execution
      in Counterparts.
      This
      Purchase Option may be executed in one or more counterparts, and by the
      different parties hereto in separate counterparts, each of which shall be deemed
      to be an original, but all of which taken together shall constitute one and
      the
      same agreement, and shall become effective when one or more counterparts has
      been signed by each of the parties hereto and delivered to each of the other
      parties hereto.

    


    10.5
       Exchange
      Agreement.
      As a
      condition of the Holder's receipt and acceptance of this Purchase Option, Holder
      agrees that, at any time prior to the complete exercise of this Purchase Option
      by Holder, if the Company and Maxim enter into an agreement (an "Exchange
      Agreement")
      pursuant to which they agree that all outstanding Purchase Options will be
      exchanged for securities or cash or a combination of both, then Holder shall
      agree to such exchange and become a party to the Exchange
      Agreement.

     

    10.6 Underlying
      Warrants.
      At any
      time after exercise by the Holder of this Purchase Option, the Holder may
      exchange his Warrants for Public Warrants upon payment to the Company of the
      difference between the exercise price of his Warrant and the exercise price
      of
      the Public Warrants, if any.

     

    [Remainder
      of Page Intentionally Left Blank]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by
      its
      duly authorized officer as of the ____ day of __________, 2006.

    


    


    AFFINITY
      MEDIA INTERNATIONAL CORP.

    


    


    By:_________________________________

    Name:
      Howard Cohl 

    Title:    President

     

    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    



    Form
      to
      be used to exercise Purchase Option

    


    Affinity
      Media International Corp.

    _________________________

    _________________________

    


    Date:_________________,
      200__

    


    The
      undersigned hereby elects irrevocably to exercise all or a portion of the within
      Purchase Option and to purchase ____ Units of Affinity Media International
      Corp.
      and hereby makes payment of $____________ (at the rate of $_________ per Unit)
      in payment of the Exercise Price pursuant thereto. Please issue the Common
      Stock
      and Warrants as to which this Purchase Option is exercised in accordance with
      the instructions given below.

    


    or

    


    The
      undersigned hereby elects irrevocably to convert its right to purchase _________
      Units purchasable under the within Purchase Option by surrender of the
      unexercised portion of the attached Purchase Option (with a "Value" based of
      $_______ based on a "Market Price" of $_______). Please issue the securities
      comprising the Units as to which this Purchase Option is exercised in accordance
      with the instructions given below.

    


    ________________________

    Signature

    


    ________________________

    Signature
      Guaranteed

    


    


    


    INSTRUCTIONS
      FOR REGISTRATION OF SECURITIES

    


    


    Name_____________________________________________________________

    (Print
      in
      Block Letters)

    


    Address__________________________________________________________

    


    


    NOTICE:
      THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
      FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR
      ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER
      THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON
      A
      REGISTERED NATIONAL SECURITIES EXCHANGE.

    


    


    
      
         

      

      
        -16-

        
          

        

      

      
         

      

    

    Form
      to
      be used to assign Purchase Option

    


    


    ASSIGNMENT

    


    


    (To
      be
      executed by the registered Holder to effect a transfer of the within Purchase
      Option):

    


    FOR
      VALUE
      RECEIVED,___________________________________________ does hereby sell, assign
      and transfer unto______________________________________ the right to purchase
      __________ Units of Affinity Media International Corp. (the "Company")
      evidenced by the within Purchase Option and does hereby authorize the Company
      to
      transfer such right on the books of the Company.

    


    Dated:___________________,
      200_

    


    


    ______________________

    Signature

    


    


    ______________________

    Signature
      Guaranteed

    


    


    


    NOTICE:
      THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
      FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT ALTERATION OR
      ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER
      THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON
      A
      REGISTERED NATIONAL SECURITIES EXCHANGE.

    


    
      
         

      

        -17-