May
      19,
      2006

    


    Affinity
      Media International Corp.

    11601
      Wilshire Blvd., Suite 1500

    Los
      Angeles, CA 90025

    


    Maxim
      Group LLC

    405
      Lexington Avenue

    New
      York,
      NY 10174

    


    Re:           Initial
      Public Offering

    


    Gentlemen:

    


    The
      undersigned stockholder of Affinity International Corp. (“Company”), in
      consideration of Maxim Group LLC (“Maxim”) entering into a letter of intent
      (“Letter of Intent”) to underwrite an initial public offering of the securities
      of the Company (“IPO”) and embarking on the IPO process, hereby agrees as
      follows (certain capitalized terms used herein are defined in paragraph 11
      hereof):

    


    1.           If
      the Company solicits approval of its stockholders of a Business Combination,
      the
      undersigned will vote (i) all Insider Shares owned by him in accordance
      with the majority of the votes cast by the holders of the IPO Shares  and
      (ii) all of the shares that may be acquired by him in the Private Placement,
      the
      IPO or in the aftermarket for the Business Combination.

    


    2.           In
      the event that the Company fails to consummate a Business Combination within
      18
      months from the effective date (“Effective Date”) of the registration statement
      relating to the IPO (or 24 months under the circumstances described in the
      prospectus relating to the IPO) (such later date being referred to herein as
      the
“Termination Date”), the undersigned shall (i) take all action necessary to
      dissolve the Corporation and liquidate the Trust Account to holders of IPO
      Shares as soon as reasonably practicable, and after approval of the Company’s
      stockholders and subject to the requirements of the Delaware General Corporation
      Law (the “GCL”), including the adoption of a resolution by the Company’s Board
      of Directors, prior to such Termination Date, pursuant to Section 275(a) of
      the
      GCL, which shall deem the dissolution of the Company advisable and cause to
      be
      prepared such notices as are required by Section 275(a) of the GCL as promptly
      thereafter as possible, and (ii) vote all Insider Shares and all of the shares
      that may be acquired by him in the Private Placement, the IPO or in the
      aftermarket in favor of any plan of dissolution and distribution recommended
      by
      the Company’s Board of Directors. The undersigned hereby waives any and all
      right, title, interest or claim of any kind (“Claim”) in or to any liquidating
      distributions by the Company, including, without limitation, any distribution
      of
      the Trust Fund (as defined in the Letter of Intent) as a result of such
      liquidation with respect to his Insider Shares and hereby waives any Claim
      the
      undersigned may have in the future as a result of, or arising out of, any
      contracts or agreements with the Company and will not seek recourse against
      the
      Trust Fund for any reason whatsoever. 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Affinity
        International Corp.

      
        Maxim
          Group LLC

      

    

     

     

    3.           In
      order to minimize potential conflicts of interest which may arise from multiple
      affiliations, the undersigned agrees to present to the Company for its
      consideration, and not to any other person or entity unless the opportunity
      is
      rejected by the Company, those opportunities to acquire an operating company
      the
      undersigned reasonably believes are suitable opportunity for the Company, until
      the earlier of the consummation by the Company of a Business Combination, the
      liquidation of the Company or until such time as the undersigned ceases to
      be an
      officer, director or advisor of the Company, subject to any fiduciary
      obligations the undersigned might have.

    


    4.           The
      undersigned acknowledges and agrees that the Company will not consummate any
      Business Combination which involves a company which is affiliated with any
      of
      the Insiders unless the Company obtains an opinion from an independent
      investment banking firm reasonably acceptable to Maxim that the business
      combination is fair to the Company’s stockholders from a financial
      perspective.

    


    5.           Neither
      the undersigned, any member of the family of the undersigned, nor any Affiliate
      of the undersigned will be entitled to receive and will not accept any
      compensation for services rendered to the Company prior to the consummation
      of
      the Business Combination; provided that the undersigned shall be entitled to
      reimbursement from the Company for his out-of-pocket expenses incurred in
      connection with seeking and consummating a Business Combination.

    


    6.           Neither
      the undersigned, any member of the family of the undersigned, or any Affiliate
      of the undersigned will be entitled to receive or accept a finder’s fee or any
      other compensation in the event the undersigned, any member of the family of
      the
      undersigned or any Affiliate of the undersigned originates a Business
      Combination.

    


    7.           The
      undersigned will escrow his Insider Shares for the three-year period commencing
      on the Effective Date subject to the terms of a Stock Escrow Agreement which
      the
      Company will enter into with the undersigned and an escrow agent acceptable
      to
      the Company.

    


    8.           The
      undersigned’s biographical information furnished to the Company and Maxim and
      attached hereto as Exhibit A is true and accurate in all respects, does not
      omit
      any material information with respect to the undersigned’s background and
      contains all of the information required to be disclosed pursuant to
      Section 401 of Regulation S-K, promulgated under the Securities Act of
      1933.  The undersigned’s Questionnaire previously furnished to the Company
      and Maxim is true and accurate in all respects.  The undersigned represents
      and warrants that:

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    
      
        Affinity
          International Corp.

        
          Maxim
            Group LLC


        

      

    

    (a)           he
      is not subject to or a respondent in any legal action for, any injunction,
      cease-and-desist order or order or stipulation to desist or refrain from any
      act
      or practice relating to the offering of securities in any
      jurisdiction;

     

    (b)           he
      has never been convicted of or pleaded guilty to any crime (i) involving any
      fraud or (ii) relating to any financial transaction or handling of funds of
      another person, or (iii) pertaining to any dealings in any securities and he
      is
      not currently a defendant in any such criminal proceeding; and

    


    (c)           he
      has never been suspended or expelled from membership in any securities or
      commodities exchange or association or had a securities or commodities license
      or registration denied, suspended or revoked.

    


    9.           The
      undersigned has full right and power, without violating any agreement by which
      he is bound, to enter into this letter agreement and to serve as an advisor
      to
      the Company.

    


    10.           The
      undersigned authorizes any employer, financial institution, or consumer credit
      reporting agency to release to Maxim and its legal representatives or agents
      (including any investigative search firm retained by Maxim) any information
      they
      may have about the undersigned’s background and finances (“Information”). 
Neither Maxim nor its agents shall be violating the undersigned’s right of
      privacy in any manner in requesting and obtaining the Information and the
      undersigned hereby releases them from liability for any damage whatsoever in
      that connection.

    


    11.           As
      used herein, (i) a “Business Combination” shall mean an acquisition by merger,
      capital stock exchange, asset or stock acquisition, reorganization or otherwise,
      of an operating business in
      the
      publishing industry located in the United States;
      (ii)
“Insiders” shall mean all officers, directors and stockholders of the Company
      immediately prior to the Private
      Placement;
      (iii)
“Insider Shares” shall mean all of the shares of Common Stock of the Company
      owned by an Insider prior to the
      Private Placement;
      (iv)
“IPO Shares” shall mean the shares of Common Stock issued in the
      Company’s
      IPO, (v)
“Private Placement Shares” shall mean the shares of Common Stock underlying the
      250,000 units issued in the Company’s private placement effected prior to the
      IPO and (vi) “Private Placement” shall mean the Company’s private placement
      effected prior to the
      IPO.


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    
      Affinity
        International Corp.

      
        Maxim
          Group LLC

      

    

    
 

    12.           The
      undersigned hereby agrees that (i)
      this
      letter agreement shall replace and supersede the letter agreement between the
      undersigned, the Company and Maxim dated September 30, 2005 and (ii)
any
      action, proceeding or claim against the undersigned arising out of or relating
      in any way to this Agreement shall be brought and enforced in the courts of
      the
      State of New York or the United States District Court for the Southern District
      of New York, and irrevocably submits to such jurisdiction, which jurisdiction
      shall be exclusive. The undersigned hereby waives any objection to such
      exclusive jurisdiction and that such courts represent an inconvenience
      forum.

    


     

     

    
      	 	 	 
	 	By:  	 
	 	
              
Fred
              Tarter
	 	 





    
      
        
        

      

      
        -4-