Unassociated Document


    INVESTMENT
      MANAGEMENT TRUST AGREEMENT

    


    This
      Agreement is made as of ______, 2006 by and between AFFINITY MEDIA INTERNATIONAL
      CORP. (the “Company”)
      and
      AMERICAN STOCK TRANSFER & TRUST COMPANY (the “Trustee”).

    


    WHEREAS,
      the
      Company’s Registration Statement on Form S-1, File No. 333-128707 (the
“Registration
      Statement”),
      for
      its initial public offering of securities (the “IPO”)
      has
      been declared effective as of the date hereof by the Securities and Exchange
      Commission (the “Effective
      Date”);
      and

    


    WHEREAS,
      the
      Company has agreed to issue securities in a private placement immediately prior
      to the IPO (the “Placement”);
      and

    


    WHEREAS,
      Maxim
      Group LLC (“Maxim”)
      is
      acting as the representative of the underwriters (the “Underwriters”)
      in the
      IPO and as placement agent for the Placement; and

    


    WHEREAS,
      as
      described in the Company’s Registration Statement, and in accordance with the
      Company’s Certificate of Incorporation, $14,415,000
      of the net proceeds of the IPO ($16,692,000 if the Underwriters’ over-allotment
      option is exercised in full), (ii) in accordance with the Placement Unit
      Agreement, dated as of ______________, 2006, among the Company, Maxim and
      certain purchasers, $1,365,000 of the net proceeds of the Placement (together
      with the IPO proceeds, the “Base
      Deposit”)
      and
      $60,000 of Maxim’s placement fees (the “Contingent
      Fee”),
      and
      (iii) in accordance with the Underwriting Agreement, dated as of ___________,
      2006, between the Company and Maxim, as representative of the Underwriters,
      an
      additional $660,000 ($783,750 if the Underwriters’ over-allotment option is
      exercised in full), representing a portion of the Underwriters’ discount (the
“Contingent
      Discount”),
      will
      be delivered to the Trustee to be deposited and held in a trust account for
      the
      benefit of the Company, the public holders of the Common Stock, par value $.0001
      per share, of the Company (“Common Stock”) included in the units of the
      Company’s securities issued in the IPO (the “Units”) and the Underwriters and,
      in the event the Units are registered in Colorado, pursuant to Section
      11-51-302(6) of the Colorado Revised Statutes, a copy of which statute is
      attached hereto and made a part hereof. The amount to be delivered to the
      Trustee will be referred to herein as the “Property,” the stockholders for whose
      benefit the Trustee shall hold the Property will be referred to as the “Public
      Stockholders,” and the Public Stockholders, the Company and Maxim will be
      referred to together as the “Beneficiaries”).;
      and

    


    WHEREAS,
      the
      Company and the Trustee desire to enter into this Agreement to set forth the
      terms and conditions pursuant to which the Trustee shall hold the
      Property;

    


    NOW,
      THEREFORE,
      in
      consideration of the foregoing and the mutual covenants and agreements herein
      contained, the parties hereto agree as follows:

     

    


    1. Agreements
      and Covenants of Trustee.
      The
      Trustee hereby agrees and covenants to:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (a)
       Hold
      the
      Property in trust for the Beneficiaries in accordance with the terms of this
      Agreement, including the terms of Section 11-51-302(6) of the Colorado Revised
      Statutes with respect to Public Stockholders resident in Colorado, in a
      segregated trust account (“Trust
      Account”)
      established by the Trustee at a branch of Lehman Brothers Inc. selected by
      the
      Trustee;

    


    (b) Manage,
      supervise and administer the Trust Account subject to the terms and conditions
      set forth herein;

    


    (c) In
      a
      timely manner, upon the instruction of the Company, to invest and reinvest
      the
      Property in “government securities” within the meaning of Section 2(a)(16) of
      the Investment Company Act of 1940 having a maturity of 180 days or less or
      in
      any open ended investment company registered under the Investment Company Act
      of
      1940 that holds itself out as a money market fund meeting the conditions of
      paragraphs (c)(2), (c)(3) and (c)(4) under Rule 2a-7 promulgated under the
      Investment Company Act of 1940;

    


    (d) Collect
      and receive, when due, all principal and income arising from the Property,
      which
      shall become part of the “Property,”
as
      such term is used herein;

    


    (e) Promptly
      notify the Company and Maxim of all communications received by it with respect
      to any Property requiring action by the Company;

    


    (f) Supply
      any necessary information or documents as may be requested by the Company in
      connection with the Company’s preparation of the tax returns for the Trust
      Account;

    


    (g) Participate
      in any plan or proceeding for protecting or enforcing any right or interest
      arising from the Property if, as and when instructed by the Company and/or
      Maxim
      to do so;

    


    (h) Render
      to
      the Company and to Maxim, and to such other person as the Company may instruct,
      monthly written statements of the activities of and amounts in the Trust Account
      reflecting all receipts and disbursements of the Trust Account; and

     

    (i) Commence
      liquidation of the Trust Account upon receipt of the Officers’ Certificate of
      the Company signed by the Chief Executive Officer or President and Secretary
      in
      accordance with the terms of a letter (“Termination
      Letter”),
      in a
      form substantially similar to that attached hereto as Exhibit
      A
      or
Exhibit
      B,
      signed
      on behalf of the Company by its Chief Executive Officer or President and
      Secretary, and complete the liquidation of the Trust Account and distribute
      the
      Property in the Trust Account only as directed in the Termination Letter and
      the
      other documents referred to therein. The Trustee understands and agrees that,
      except as provided in Section 1(j) and Section 2, disbursements from the Trust
      Account shall be made only pursuant to a duly executed Termination Letter,
      together with the other documents referenced herein, including, without
      limitation, an independently certified oath and report of inspector of election
      in respect of the stockholder vote in favor of the Business Combination (as
      hereinafter defined). In all cases, the Trustee shall provide Maxim with a
      copy
      of any Termination Letters, Officers’ Certificates and/or any other
      correspondence that it receives with respect to any proposed withdrawal from
      the
      Trust Account promptly after it receives same. As used in this Agreement, the
      term “Business
      Combination”
means
      the acquisition by the Company, through merger, capital stock exchange, asset
      or
      stock acquisition of, or similar business combination with, one or more entities
      with agreements to acquire operating entities or assets in the publishing
      industry located in the United States as more fully described in the prospectus
      forming a part of the Registration Statement; and

    


    
      
        
        

      

      
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    (j)
      As of
      the date 18 months from the date of this Agreement (the “LOI
      Termination Date”)
      (or 24
      months from the date hereof in the event the Company has executed a Letter
      of
      Intent (defined below) prior to the LOI Termination Date but failed to
      consummate a Business Combination (“Second
      Termination Date”)),
      commence liquidation of the Trust Account. The Trustee, upon consultation with
      the Company and Maxim, shall deliver a notice to Public Stockholders of record
      as of the LOI Termination Date or Second Termination Date, whichever the case
      may be, by U.S. mail or via the Depository Trust Company (“DTC”),
      within five days of the LOI Termination Date or Second Termination Date, to
      notify the Public Stockholders of such event and take such other actions as
      it
      may deem necessary to inform the Beneficiaries. The Trustee shall deliver to
      each Public Stockholder its ratable share of the Property against satisfactory
      evidence of delivery of the stock certificates by the Public Stockholders to
      the
      Company through DTC, its Deposit Withdraw Agent Commission (DWAC) system or
      as
      otherwise presented to the Trustee. Notwithstanding the foregoing, if the
      Trustee receives a bona fide, executed letter of intent, agreement in principle
      or engagement letter (a “Letter
      of Intent”)
      for a
      Business Combination prior to the LOI Termination Date accompanied by an
      Officers’ Certificate as described in Section 1(i), then the Trustee shall
      forego or suspend any liquidation of the Trust Account until the earlier of
      a
      Business Combination or the Second Termination Date.

    


    2. Limited
      Distributions of Income.
      

    


    (a)
      Upon
      receipt by the Trustee of an Officer’s Certificate signed by the Chief Executive
      Officer or the President and Secretary of the Company certifying as true,
      accurate and complete a copy of any tax return required to be filed on behalf
      of
      the Trust Account in respect of income earned on the Property held therein,
      the
      Trustee shall deliver to the Company for submission to the appropriate taxing
      authority a check made payable to the order of such taxing authority in the
      amount required to pay such taxes; provided, however,
      that in
      no event shall the aggregate amount of all checks issued to taxing authorities
      pursuant to this Section 2(a) exceed the income in respect of which such taxes
      are due and owing.

    


    (b)
      Upon
      written request, which may be given not more than once in any calendar month,
      from the Company and, if required, only after the Income Threshold Amount (as
      hereinafter defined) has been achieved, the Trustee shall distribute to the
      Company an amount equal to the income earned on the Property in excess of the
      Income Threshold through the last day of the month immediately preceding the
      date of receipt of the Company’s request; provided, however,
      that
      any distribution pursuant to this Section 2(b) shall only be used to fund
      working capital requirements of the Company and the costs related to
      identifying, researching an acquiring prospective target businesses (including
      the payment of up to $4,500 of fees payable to Silverback Books for general
      and
      administrative services) as set forth in the Company’s request. For purposes of
      this Agreement, the “Income
      Threshold Amount”
shall
      mean an amount equal to $74,250 of aggregate income earned on the Property;
      provided,
      however,
      that
      the Income Threshold Amount shall only be necessary in the event the
      overallotment is exercised in full and the Property held in the Trust Account
      equates to less than $6.00 per Unit; provided,
      further,
      that
      the Income Threshold Amount shall remain in the Trust Account until dissolution
      of the Company and a liquidation of the Trust Account in accordance with Section
      1(j), at which time it will be ratably distributed to each Public Stockholder
      to
      satisfy such shortfall.

    


    
      
        
        

      

      
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    (c)
      Except as provided in Sections 2(a) and 2(b) above, no other distributions
      from
      the Trust Account shall be permitted except in accordance with Sections 1(i)
      and
      1(j).

    


    3. Agreements
      and Covenants of the Company.
      The
      Company hereby agrees and covenants to:

    


    (a) Give
      all
      instructions to the Trustee hereunder in writing, signed by the Company’s Chief
      Executive Officer or President. In addition, except with respect to its duties
      under paragraph 1(i) above, the Trustee shall be entitled to rely on, and shall
      be protected in relying on, any verbal or telephonic advice or instruction
      which
      it in good faith believes to be given by any one of the persons authorized
      above
      to give written instructions, provided
      that the
      Company and/or Maxim shall promptly confirm such instructions in
      writing;

    


    (b) Hold
      the
      Trustee harmless and indemnify the Trustee from and against, any and all
      expenses, including reasonable counsel fees and disbursements, or loss suffered
      by the Trustee in connection with any action, suit or other proceeding brought
      against the Trustee involving any claim, or in connection with any claim or
      demand which in any way arises out of or relates to this Agreement, the services
      of the Trustee hereunder, or the Property or any income earned from investment
      of the Property, except for expenses and losses resulting from the Trustee’s
      gross negligence or willful misconduct. Promptly after the receipt by the
      Trustee of notice of demand or claim or the commencement of any action, suit
      or
      proceeding, pursuant to which the Trustee intends to seek indemnification under
      this paragraph, it shall notify the Company in writing of such claim
      (hereinafter referred to as the “Indemnified
      Claim”).
      The
      Trustee shall have the right to conduct and manage the defense against such
      Indemnified Claim, provided,
      that
      the Trustee shall obtain the consent of the Company with respect to the
      selection of counsel, which consent shall not be unreasonably withheld. The
      Trustee may not agree to settle any Indemnified Claim without the prior written
      consent of the Company. The Company may participate in such action with its
      own
      counsel; and

    


    (c) Pay
      the
      Trustee an initial acceptance fee of $1,000 and an annual fee of $3,000 (it
      being expressly understood that the Property shall not be used to pay such
      fee).
      The Company shall pay the Trustee the initial acceptance fee and first year’s
      fee at the consummation of the IPO and thereafter on the anniversary of the
      Effective Date. The Trustee shall refund to the Company the fee (on a pro rata
      basis) with respect to any period after the liquidation of the Trust Fund.
      The
      Company shall not be responsible for any other fees or charges of the Trustee
      except as may be provided in Section 3(b) (it being expressly understood that
      the Property shall not be used to make any payments to the
      Trustee).

    


    
      
        
        

      

      
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    4. Limitations
      of Liability.
      The
      Trustee shall have no responsibility or liability to:

    


    (a) Take
      any
      action with respect to the Property, other than as directed in Sections 1 and
      2
      and the Trustee shall have no liability to any party except for liability
      arising out of its own gross negligence or willful misconduct;

    


    (b) Institute
      any proceeding for the collection of any principal and income arising from,
      or
      institute, appear in or defend any proceeding of any kind with respect to,
      any
      of the Property unless and until it shall have received written instructions
      from the Company and/or Maxim given as provided herein to do so and the Company
      shall have advanced or guaranteed to it funds sufficient to pay any expenses
      incident thereto;

    


    (c) Change
      the investment of any Property, other than in compliance with Section
      1(c);

    


    (d) Refund
      any depreciation in principal of any Property;

    


    (e) Assume
      that the authority of any person designated by the Company and/or Maxim to
      give
      instructions hereunder shall not be continuing unless provided otherwise in
      such
      designation, or unless the Company and/or Maxim shall have delivered a written
      revocation of such authority to the Trustee;

    


    (f) The
      other
      parties hereto or to anyone else for any action taken or omitted by it, or
      any
      action suffered by it to be taken or omitted, in good faith and in the exercise
      of its own best judgment, except for its gross negligence or willful misconduct.
      The Trustee may rely conclusively and shall be protected in acting upon any
      order, notice, demand, certificate, opinion or advice of counsel (including
      counsel chosen by the Trustee), statement, instrument, report or other paper
      or
      document (not only as to its due execution and the validity and effectiveness
      of
      its provisions, but also as to the truth and acceptability of any information
      therein contained) which is believed by the Trustee, in good faith, to be
      genuine and to be signed or presented by the proper person or persons. The
      Trustee need not investigate any fact or matter stated in the document. The
      Trustee shall not be bound by any notice or demand, or any waiver, modification,
      termination or rescission of this agreement or any of the terms hereof, unless
      evidenced by a written instrument delivered to the Trustee signed by the proper
      party or parties and, if the duties or rights of the Trustee are affected,
      unless it shall give its prior written consent thereto;

    


    (g) Verify
      the correctness of the information set forth in the Registration Statement
      or to
      confirm or assure that any acquisition made by the Company or any other action
      taken by it is as contemplated by the Registration Statement unless an officer
      of the Trustee has actual knowledge thereof, written notice of such event is
      sent to the Trustee or as otherwise required under Section 1(i);
      and

    


    (h) Pay
      any
      taxes on behalf of the Trust Account (it being expressly understood that the
      Trustee’s sole obligation with respect to taxes shall be to issue the checks
      with respect thereto provided for by Section 2(a)).

    


    
      
        
        

      

      
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    5. Certain
      Rights Of Trustee.

     

    (a) Before
      the Trustee acts or refrains from acting, it may require an Officers’
Certificate or opinion of counsel or both. The Trustee shall not be liable
      for
      any action it takes or omits to take in good faith in reliance on such Officers’
Certificate or opinion of counsel. The Trustee may consult with counsel and
      the
      advice of such counsel or any opinion of counsel shall be full and complete
      authorization and protection from liability in respect of any action taken,
      suffered or omitted by it hereunder in good faith and in reliance
      thereon.

     

    (b) The
      Trustee shall not be liable for any action it takes or omits to take in good
      faith that it believes to be authorized or within the rights or powers conferred
      upon it by this Agreement.

     

    (c) The
      Trustee shall not be responsible for and makes no representation as to the
      validity or adequacy of this Agreement; it shall not be accountable for the
      Company’s use of the proceeds from the Trust Account. Notwithstanding the
      effective date of this Agreement or anything to the contrary contained in this
      Agreement, the Trustee shall have no liability or responsibility for any act
      or
      event relating to this Agreement or the transactions related thereto which
      occurs prior to the date of this Agreement, and shall have no contractual
      obligations to the Beneficiaries until the date of this Agreement.

    


    6. Termination.
      This
      Agreement shall terminate as follows:

    


    (a) If
      the
      Trustee gives written notice to the Company that it desires to resign under
      this
      Agreement, the Company shall use its reasonable efforts to locate a successor
      trustee,
      during
      which time the Trustee shall continue to act in accordance with the terms of
      this Agreement.
      At such
      time that the Company notifies the Trustee that a successor trustee has been
      appointed by the Company and has agreed to become subject to the terms of this
      Agreement, the Trustee shall transfer the management of the Trust Account to
      the
      successor trustee, including but not limited to the transfer of copies of the
      reports and statements relating to the Trust Account, whereupon this Agreement
      shall terminate; provided,
      however,
      that,
      in the event that the Company does not locate a successor trustee within ninety
      days of receipt of the resignation notice from the Trustee, the Trustee may,
      but
      shall not be obligated to, submit an application to have the Property deposited
      with the United States District Court for the Southern District of New York
      and
      upon such deposit, the Trustee shall be immune from any liability whatsoever
      that arises due to any actions or omissions to act by any party after such
      deposit;

    


     

    (b) At
      such
      time that the Trustee has completed the liquidation of the Trust Account in
      accordance with the provisions of Section 1(i), and distributed the Property
      in
      accordance with the provisions of the Termination Letter, this Agreement shall
      terminate except with respect to Section 3(b); or

     

    (c) At
      such
      time that the Trustee has completed the liquidation of the Trust Account in
      accordance with the provisions of Section 1(i) and distributed the Property
      in
      accordance with said Section 1(j), this Agreement shall terminate except with
      respect to Section 3(b).

    


    
      
        
        

      

      
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    7. Miscellaneous.

    


    (a) The
      Company and the Trustee each acknowledge that the Trustee will follow the
      security procedures set forth below with respect to funds transferred from
      the
      Trust Account. Upon receipt of written instructions, the Trustee will confirm
      such instructions with an Authorized Individual at an Authorized Telephone
      Number listed on the attached Exhibit
      C.
      The
      Company and the Trustee will each restrict access to confidential information
      relating to such security procedures to authorized persons. Each party must
      notify the other party immediately if it has reason to believe unauthorized
      persons may have obtained access to such information, or of any change in its
      authorized personnel. In executing funds transfers, the Trustee will rely upon
      account numbers or other identifying numbers of a beneficiary, beneficiary’s
      bank or intermediary bank, rather than names. The Trustee shall not be liable
      for any loss, liability or expense resulting from any error in an account number
      or other identifying number, provided
      it has
      accurately transmitted the numbers provided.

    


    (b) This
      Agreement 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. It
      may
      be executed in several counterparts, each one of which shall constitute an
      original, and together shall constitute but one instrument. Facsimile signatures
      shall constitute original signatures for all purposes of this
      Agreement.

    


     

    (c) This
      Agreement contains the entire agreement and understanding of the parties hereto
      with respect to the subject matter hereof. This Agreement or any provision
      hereof may only be changed, amended or modified by a writing signed by each
      of
      the parties hereto; provided;
      however,
      that no
      such change, amendment or modification may be made without the prior written
      consent of Maxim, who, along with the other Underwriters, the parties
      specifically agree, are and shall be third-party beneficiaries for purposes
      of
      this Agreement; provided,
      further,
      that
      any amendment to Section 1(j) shall require the consent of all of the Public
      Stockholders. As to any claim, cross-claim or counterclaim in any way relating
      to this Agreement, each party waives the right to trial by jury.

     

    (d) The
      parties hereto consent to the jurisdiction and venue of any state or federal
      court located in the State and County of New York for purposes of resolving
      any
      disputes hereunder. The parties hereto irrevocably submit to such jurisdiction,
      which jurisdiction shall be exclusive and hereby waive any objection to such
      exclusive jurisdiction and that such courts represent an inconvenient
      forum.

    


    (e) Any
      notice, consent or request to be given in connection with any of the terms
      or
      provisions of this Agreement shall be in writing and shall be sent by express
      mail or similar private courier service, by certified mail (return receipt
      requested), by hand delivery or by facsimile transmission: 

    


    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    if
      to the
      Trustee, to:

    


    American
      Stock Transfer & Trust Company

    59
      Maiden
      Lane

    New
      York,
      New York 10038

    Attn:
      Herbert J. Lemmer, Esq.

    Fax
      No.:
      (718) 331-1852

    


    if
      to the
      Company, to:

    


    Affinity
      Media International Corp.

    11601
      Wilshire Blvd., Suite 1500

    Los
      Angeles, CA 90025

    Attn:
      Howard Cohl, President

    Fax
      No.:
      310.479.1561

    


    in
      either
      case with a copy to:

    


    Maxim
      Group LLC

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attn:
      Clifford Teller

    Fax
      No.:
      (212) 895-3783

    


    (f) This
      Agreement may not be assigned by the Trustee without the prior written consent
      of the Company and Maxim.

    


    (g) Each
      of
      the Trustee and the Company hereby represents that it has the full right and
      power and has been duly authorized to enter into this Agreement and to perform
      its respective obligations as contemplated hereunder. The Trustee acknowledges
      and agrees that it shall not make any claims or proceed against the Trust
      Account, including by way of set-off, and shall not be entitled to any funds
      in
      the Trust Account under any circumstance.

    


    


    [Remainder
      of Page Intentionally Left Blank.]

     

     

    



    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the parties have duly executed this Investment Management
      Trust
      Agreement as of the date first written above.

    


    
      	 	 	 
	 	
              AMERICAN
                STOCK TRANSFER & TRUST 

              COMPANY,
                as Trustee

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	Title 


    

    
      	 	 	 
	 	AFFINITY
              MEDIA
              INTERNATIONAL CORP.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	Title 


    

     

    
    

     


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

        
        

      

    



    


    EXHIBIT
      A

    


    [LETTERHEAD
      OF COMPANY]

    


    [INSERT
      DATE]

    


    American
      Stock Transfer & Trust Company

    59
      Maiden
      Lane

    New
      York,
      New York 10038

    Attn:
      Herbert J. Lemmer, Esq.

    


    Re:
      Trust
      Account No. _______________ Termination Letter

    


    Gentlemen:

    


    Pursuant
      to paragraph 1(i) of the Investment Management Trust Agreement between Affinity
      Media International Corp. (“Company”)
      and
      American Stock Transfer & Trust Company (“Trustee”),
      dated
      as of ________, 2006 (“Trust
      Agreement”),
      this
      is to advise you that the Company has entered into an agreement (“Business
      Agreement”)
      with
      __________________ (“Target
      Business”)
      to
      consummate a business combination with Target Business (a “Business
      Combination”)
      on or
      about [INSERT DATE]. The Company shall notify you at
      least
      two business days in advance of the actual date of the consummation of the
      Business Combination (“Consummation
      Date”)
      and
      shall provide you with an Officers’ Certificate in accordance with Sections 1(i)
      and 3(a) of the Trust Agreement. Capitalized words used herein and not otherwise
      define shall have the meaning ascribed to them in the Trust
      Agreement.

    


    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      commence liquidation of the Trust Account to the effect that, on the
      Consummation Date, all of funds held in the Trust Account will be immediately
      available for transfer to the account or accounts that the Company shall direct
      on the Consummation Date.

    


     On
      the
      Consummation Date (i) counsel for the Company shall deliver to you written
      notification that (a) the Business Combination has been consummated, and (b)
      the
      provisions of Section 11-51-302(6) and Rule 51-3.4 of the CRS have been met,
      to
      the extent applicable; (ii) the Company shall deliver along with the oath and
      report of inspector of election certified by an independent inspector which
      may
      be the Trustee or as otherwise appointed by the Company (collectively, the
      “Report”);
      and
      (iii) the Company and Maxim shall deliver to you joint written instructions
      with
      respect to the transfer of the funds, including the Contingent Fee and the
      Contingent Discount, held in the Trust Account (“Instructions”).
      You
      are hereby directed and authorized to transfer the funds held in the Trust
      Account immediately upon your receipt of the counsel’s letter, the Report,
      evidence of delivery of the Stock Certificates, the Officers’ Certificate and
      the Instructions in accordance with the terms of the Instructions. In the event
      that certain deposits held in the Trust Account may not be liquidated by the
      Consummation Date without penalty, you will notify the Company and Maxim of
      the
      same and the Company and Maxim shall issue joint written instructions directing
      you as to whether such funds should remain in the Trust Account and be
      distributed after the Consummation Date. Upon the distribution of all the funds
      in the Trust Account pursuant to the terms hereof, the Trust Agreement shall
      be
      terminated and the Trust Account closed.

    


    
      
        
        

      

      
        
          A-1

        

        
          

        

      

      
        
        

      

    

    In
      the
      event that the Business Combination is not consummated on the Consummation
      Date
      described in the notice thereof and we have not notified you on or before the
      original Consummation Date of a new Consummation Date, then the funds held
      in
      the Trust Account shall be reinvested as provided in the Trust Agreement on
      the
      business day immediately following the Consummation Date as set forth in the
      notice.

    


    
      
        	 	 	 
	 	Very truly yours,
	 	 
	 	AFFINITY
                MEDIA
                INTERNATIONAL CORP.
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                

              
	 	Title 


      

      
        	 	 	 
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                

              
	 	Title 


      



    cc: Maxim
      Group LLC

    



    
      
        
          A-2

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    


    EXHIBIT
      B

    


    


    [LETTERHEAD
      OF COMPANY]

    


    [INSERT
      DATE]

    


    American
      Stock Transfer & Trust Company

    59
      Maiden
      Lane

    New
      York,
      New York 10038

    Attn:
      Herbert J. Lemmer, Esq.

    


    


    Re:
      Trust
      Account No. _______________ Termination Letter

    


    Gentlemen:

    


    Pursuant
      to paragraph 1(i) of the Investment Management Trust Agreement between Affinity
      Media International Corp. (“Company”)
      and
      American Stock Transfer & Trust Company (“Trustee”),
      dated
      as of __________, 2006 (“Trust
      Agreement”),
      this
      is to advise you that the Board of Directors of the Company has voted to
      dissolve the Company and liquidate the Trust Account (as defined in the Trust
      Agreement). Attached hereto is a copy of the minutes of the meeting of the
      Board
      of Directors of the Company relating thereto, certified by the Secretary of
      the
      Company as true and correct and in full force and effect.

    


     In
      accordance with the terms of the Trust Agreement, we hereby (a) certify to
      you
      that the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado
      Revised Statute have been met and (b) authorize you, to commence liquidation
      of
      the Trust Account. You will notify the Company and Lehman Brothers Inc. in
      writing as to when all of the funds in the Trust Account will be available
      for
      immediate transfer (‘Transfer Date’). Thereafter, you shall commence
      distribution of such funds in accordance with the terms of the Trust Agreement
      and the Company’s Certificate of Incorporation. Upon the payment of all the
      funds in the Trust Account, the Trust Agreement shall be terminated and the
      Trust Account closed.

    


     

    


    [Remainder
      of Page Intentionally Left Blank]

    


    



    
      
        B-1

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      
        	 	 	 
	 	Very truly yours,
	 	 
	 	AFFINITY
                MEDIA
                INTERNATIONAL CORP.
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	Title 


      

      
        	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	Title 


      



    cc: Maxim
      Group LLC

    



    
      
        
          B-2

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    


    EXHIBIT
      C

    


    


    


    


    
      	
              AUTHORIZED
                INDIVIDUAL(S) 

              FOR TELEPHONE CALL BACK  

            	
              AUTHORIZED

              TELEPHONE
                NUMBER(S)

            
	 	 
	COMPANY:	 
	 	 
	
              Affinity
                Media International Corp.

              11601
                Wilshire Blvd., Suite 1500

              Los
                Angeles, CA 90025

              Attn:
                Howard Cohl, President   

            	(310) 479-1555
	 	 
	TRUSTEE:	 
	 	 
	
              American
                Stock Transfer & Trust Company

              59
                Maiden Lane

              New
                York, New York 10038

              Attn:
                Herbert J. Lemmer, Esq.

            	(718)
              921-8209


    

     

     

    


    


     

    


    
      
        
        

      

      
        C-1