Unassociated Document


    May
      19,
      2006

    


    Affinity
      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, officer and/or director 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. If the Company does not consummate a Business
      Combination by the Termination Date, the undersigned hereby agrees, with respect
      to any plan of dissolution and distribution to cause the Company’s Board of
      Directors to convene, adopt a plan of dissolution and distribution, which the
      undersigned will vote to recommend to stockholders, and promptly cause the
      Company to prepare and file a proxy statement with the Securities and Exchange
      Commission settling out the plan of dissolution and distribution. If the Company
      seeks approval from its stockholders to consummate a Business Combination within
      90 days of the expiration of 24 months from the Effective Date, the undersigned
      agrees that the proxy statement related to such Business Combination will also
      seek stockholder approval for the plan of dissolution and distribution in the
      event the stockholders do not approve the Business Combination. If no proxy
      statement seeking the approval of the stockholders for a Business Combination
      has been filed within 30 days prior to the date which is 24 months from the
      date
      of the IPO, the undersigned agrees, prior to such date to convene and adopt
      a
      plan of dissolution and distribution and on such date file a proxy statement
      with the SEC seeking stockholder approval for such plan. 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 the Private
      Placement 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. The undersigned agrees to indemnify and hold harmless the Company
      against any and all loss, liability, claims, damage and expense whatsoever
      (including, but not limited to, any and all legal or other expenses reasonably
      incurred in investigating, preparing or defending against any litigation,
      whether pending or threatened, or any claim whatsoever) to which the Company
      may
      become subject as a result of any claim by any vendor, prospective target
      business or other entity that is owed money by the Company for services rendered
      or products sold but only to the extent necessary to ensure that such loss,
      liability, claim, damage or expense does not reduce the amount in the Trust
      Fund
      (as defined in the Letter of Intent).

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              Affinity
                International Corp.

            	 
	
              Maxim
                Group LLC

            	
              May
                19, 2006

            


    

     

     

    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
      dissolution and liquidation of the Company or until such time as the undersigned
      ceases to be an officer or director 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 (i) the undersigned shall be entitled
      to
      receive (a) reimbursement from the Company for his out-of-pocket expenses
      incurred in connection with seeking and consummating a Business Combination
      and
      (b) if, at any time following a Business Combination, the publicly-traded Common
      Stock of the Company reaches a volume weighted average trading price of $6.60
      per share for each day during any five trading day period, the undersigned,
      together with the Company’s other stockholders (prior the IPO), will be issued,
      collectively, five-year warrants for the purchase of an aggregate of 200,000
      shares of the Company’s Common Stock for $.10 per share and if, following a
      Business Combination, the Company’s publicly-traded Common Stock reaches a
      volume weighted average trading price of $7.20 per share for each day during
      any
      five trading day period, the undersigned, together with the Company’s other
      stockholders (prior the IPO), will be issued, collectively, five-year warrants
      for the purchase of an aggregate of 227,000 shares of the Company’s Common Stock
      for $.10 per share and (ii) commencing on the Effective Date, Silverback Books,
      Inc. (“Related Party”) shall be allowed to charge the Company $7,500 per month
      to compensate it for the Company’s use of Related Party’s offices, utilities and
      personnel.

    


    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.           In
      the event any of the holders of the IPO Shares exercise its right to convert
      its
      IPO Shares to cash, the undersigned and certain other of the stockholders of
      the
      Company prior to the IPO have agreed that, in order to partially offset the
      resulting dilution to the non-converting holders of the IPO Shares, they shall
      surrender to the Company, prior to the consummation of the Business Combination,
      up to an aggregate of 22,156 of their shares of Common Stock of the Company
      (as
      determined by the Company and Maxim in their sole discretion based upon the
      numbers of IPO Shares converted) and the undersigned has agreed to surrender
      to
      the Company, prior to the consummation of the Business Combination, his pro-rata
      share of such 22,156 shares of Common Stock of the Company (calculated based
      on
      the percentage ownership of the Company of such surrendering stockholders of
      the
      Company prior to the IPO and the Private Placement in comparison to the
      percentage ownership of all of the surrendering stockholders in the
      aggregate).

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    


    
      	
              Affinity
                International Corp.

            	 
	
              Maxim
                Group LLC

            	
              May
                19, 2006

            


    

     

     

    9.           The
      undersigned agrees to be the Chief Operating Officer and a director of the
      Company until the earlier of the consummation by the Company of a Business
      Combination or the dissolution and liquidation of the Company. 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:

    


    (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.

    


    10.           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 the Chairman
      of
      the Board and Chief Executive Officer of the Company.

    


    11.           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.

    


    12.           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
      selected by the Company; (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 IPO and 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

            	
              May
                19, 2006

            


    

     

     

    13.           The
      undersigned hereby agrees that (i) this letter agreement shall replace and
      supersede the letter agreements between the undersigned, the Company and Maxim
      dated September 30, 2005 and May 2, 2006 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:
      /s/ Peter
      Dombrowski                  
  

    Peter
      Dombrowski


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    
      	
              Affinity
                International Corp.

            	 
	
              Maxim
                Group LLC

            	
              May
                19, 2006

            


    

     

     

    EXHIBIT
      A

    


    Peter
      Dombrowski. Mr. Dombrowski
      has been our chief operating officer and a director since inception in August
      2005. He is the publisher and CEO of Silverback Books, Inc., a San Francisco
      and
      Los Angeles-based cookbook publisher he founded in 1999. From 1996 to 1999,
      Mr. Dombrowski was the general manager of Bristol Publishing, a publisher
      of cookbooks based in northern California. From 1993 to 1996,
      Mr. Dombrowski was the Vice President of Sales for Affinity Communications
      Corp. From 1983 to 1993, Mr. Dombrowski was president and chief executive
      officer of Neal’s Plant Exchange. Prior to 1983, Mr. Dombrowski held a
      number of senior level positions overseas with major multinational corporations
      including: From 1975 to 1983, he served as President Directeur General (Chairman
      of the Board and President) of DAGBAR S.A, a French subsidiary of Lawry’s Foods;
      managing director of Lawry’s Foods Europe from 1975 to 1983; and assistant vice
      president of marketing for the consumer products group of W.R. Grace & Co.
      headquartered in Paris from 1965 to 1975. Mr. Dombrowski holds an MBA in
      Foreign Trade from Thunderbird, the Garvin School of International Management
      and a BA in Economics from San Francisco State University. 

     

     

    
      
        
        

      

      
        -5-