Exhibit 10.27
                             SUBSCRIPTION AGREEMENT

     BY ACCEPTING DELIVERY OF THIS MEMORANDUM,  THE RECIPIENT AGREES TO KEEP THE
CONTENTS  HEREOF,  AND ANY  INFORMATION  OBTAINED BY SUCH  PERSON IN  CONNECTION
HEREWITH, IN THE STRICTEST CONFIDENCE.

     THE SHARES OFFERED  HEREBY WILL BE ISSUED  PURSUANT TO A CLAIM OF EXEMPTION
FROM  THE  REGISTRATION  OR  QUALIFICATION   PROVISIONS  OF  FEDERAL  AND  STATE
SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED  WITHOUT  COMPLIANCE WITH THE
REGISTRATION  OR  QUALIFICATION  PROVISIONS  OF  APPLICABLE  FEDERAL  AND  STATE
SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.

     IN  MAKING  AN  INVESTMENT  DECISION  INVESTORS  MUST  RELY  ON  THEIR  OWN
EXAMINATION  OF THE ISSUER AND THE TERMS OF THE  OFFERING,  INCLUDING THE MERITS
AND RISKS  INVOLVED.  THESE SHARES HAVE NOT BEEN  RECOMMENDED  BY ANY FEDERAL OR
STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.  FURTHERMORE, THE FOREGOING
AUTHORITIES  HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED  THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     THIS  OFFERING  IS  BEING  MADE IN  RELIANCE  UPON THE  AVAILABILITY  OF AN
EXEMPTION  FROM THE  REGISTRATION  PROVISIONS OF THE  SECURITIES ACT OF 1933, AS
AMENDED  (THE "ACT") BY VIRTUE OF THE  COMPANY'S  INTENDED  COMPLIANCE  WITH THE
PROVISIONS  OF  SECTIONS  4(2) AND 4(6)  THEREOF  AND  RULE 506  ADOPTED  BY THE
SECURITIES AND EXCHANGE  COMMISSION (THE  "COMMISSION")  THEREUNDER.  THE SHARES
HAVE  NEITHER  BEEN  REGISTERED  WITH,  NOR  APPROVED  OR  DISAPPROVED  BY,  THE
COMMISSION OR BY THE SECURITIES  REGULATORY  AUTHORITY OF ANY STATE, AND NEITHER
THE  COMMISSION  NOR ANY SUCH STATE  AUTHORITY  HAS PASSED UPON OR ENDORSED  THE
MERITS  OF THIS  OFFERING  OR THE  ACCURACY  OR  ADEQUACY  OF THIS  CONFIDENTIAL
MEMORANDUM,  AND IT IS NOT INTENDED THAT ANY OF THEM WILL. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

     INVESTMENT  IN THE COMPANY  INVOLVES A HIGH DEGREE OF RISK AND ONLY PERSONS
WHO ARE ABLE TO BEAR THE FINANCIAL  RISK OF A COMPLETE LOSS OF THEIR  INVESTMENT
SHOULD CONSIDER PURCHASING THE SHARES.  RISKS INCLUDE,  AMONG OTHERS, THAT THERE
IS A LIMITED MARKET FOR THE SECURITIES OF THE COMPANY,  THOUGH NO ASSURANCES CAN
BE GIVEN  THAT THERE WILL BE ANY  MARKET  FOR THE  COMPANY'S  SECURITIES  IN THE
FUTURE OR FOR ANY PERIOD OF TIME.

     THE CONTENTS OF THIS SUBSCRIPTION AGREEMENT ARE NOT TO BE CONSTRUED AS TAX,
LEGAL,  INVESTMENT,  OR OTHER  ADVICE.  EACH  INVESTOR  SHOULD  CONSULT  HIS OWN
COUNSEL,  ACCOUNTANT,  OR TAX OR BUSINESS  ADVISOR AS TO TAX, LEGAL, AND RELATED
MATTERS CONCERNING THIS INVESTMENT.

     SALES OF THE SHARES CAN BE CONSUMMATED ONLY BY ACCEPTANCE BY THE COMPANY OF
OFFERS  TO  PURCHASE  SUCH  SECURITIES  WHICH ARE  TENDERED  TO THE  COMPANY  BY
PROSPECTIVE  INVESTORS.  NO  SOLICITATION  OF  ANY  SUCH  OFFER  (INCLUDING  ANY
SOLICITATION  WHICH MAY BE CONSTRUED AS AN "OFFER"  UNDER  FEDERAL  AND/OR STATE
SECURITIES LAWS) TO SUCH PROSPECTIVE  INVESTORS IS AUTHORIZED  WITHOUT THE PRIOR
APPROVAL BY THE COMPANY. THE COMPANY RESERVES THE RIGHT TO REVOKE THE OFFER MADE
HEREBY  AND TO  REJECT  ANY OFFER TO  PURCHASE  THE  SHARES  BY ANY  PROSPECTIVE
INVESTOR, IN WHOLE OR IN PART.



<PAGE>
                           HOLLYWOOD PRODUCTIONS, INC.

                             SUBSCRIPTION AGREEMENT


                                 April 23, 1998


Ladies/Gentlemen:

     The  following  sets forth the terms and  conditions  of an  offering  (the
"Offering")  by the  Company to  purchase an  aggregate  of 350,000  shares (the
"Shares") of Common  Stock,  par value $.001 per share (the  "Common  Stock") of
Hollywood  Productions,  Inc., a Delaware corporation (the "Company"),  at $1.60
per share, which purchase price is equal to an approximate 45% discount from the
average  closing  bid  prices  for a period of 10 days prior to the date of this
agreement ("the Purchase  Price").  The Offering is being made by the Company on
its own behalf by its Officers and Directors.

     STATEMENTS CONTAINED IN THIS MEMORANDUM AND IN REPORTS FILED BY THE COMPANY
WITH THE  SECURITIES  AND EXCHANGE  COMMISSION IN ACCORDANCE  WITH ITS REPORTING
REQUIRMENTS  WHICH ARE NOT HISTORICAL  FACTS MAY BE CONSIDERED  FORWARD  LOOKING
INFORMATION  WITH RESPECT TO PLANS,  PROJECTIONS,  OR FUTURE  PERFORMANCE OF THE
COMPANY AS DEFINED UNDER THE PRIVATE  SECURITIES  LITIGATION REFORM ACT OF 1995.
THESE FORWARD LOOKING  STATEMENTS ARE SUBJECT TO RISKS AND  UNCERTAINTIES  WHICH
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED.

         1.       Subscription: the Offering.

     (a) By your  signature  hereto,  you  hereby  subscribe  for and  agree  to
purchase  ________  Share(s) at the  Purchase  Price per Share for an  aggregate
purchase  price of $_______,  subject to the terms and  conditions  set forth in
this  "Agreement."  The  list of  subscribers  to this  Offering  is  listed  in
Paragraph 7. -

     The Shares  purchased  hereunder are part of a plan to infuse  capital into
the Company to be used for the following ("Use of Proceeds"):

     Approximately $300,000 will be used in the production of the Company's most
recent motion  picture  "Battle  Studies,"  which begin  production on April 20,
1998.

     (ii)  Approximately  $200,000 will be used to open a certificate of deposit
to back a letter of credit with Hellar Financial, Inc. ("Heller"). The letter of
credit  is  required  by  Heller  to  raise  the  credit  line of the  Company's
subsidiary,  Breaking Waves,  Inc., under its Factoring and Revolving  Inventory
Loan and Security  Agreement  with Heller.  The  additional  credit is needed to
finance the  manufacturing of Breaking Waves,  Inc.'s new "Jet Ski" line of swim
and water-sports apparel.

     (iii) the balance shall be used for general working capital purposes.

     (c) The Shares purchased shall be delivered  against the receipt of payment
therefor,  in the form of cash,  certified  check,  or electronic  wire of funds
delivered to Hollywood Productions, Inc.

     (d) This  Offering is comprised of up to an aggregate of 350,000  shares of
Common  Stock  for an  aggregate  purchase  price  of  $560,000.  Prior  to this
Offering,  there were 2,336,944 shares of Common Stock  outstanding after giving
effect  to  the 1 for 3  reverse  split  -effected  on  February  5,  1998.  All
references  to share and per share  information  takes into  account the 3 for 1
reverse split.

     (e) The holders holding a majority of the shares being purchased shall have
a right,  one time only, to demand the  registration for resale of the shares of
Common Stock issued,  whereby, the Company shall prepare and file a registration
statement with the Securities  and Exchange  Commission on an appropriate  form,
and use its best efforts to have same declared effective, as well as comply with
state  securities  laws and the  requirements of the Nasdaq Stock Market or such
other market upon which the Company's securities are traded. In addition,  for a
period of 24 months the holders  shall be notified in the event that the Company
files a Registration  Statement at any time. The Company will give notice of its
intent to file such  Registration  Statement to the  holders,  and will upon the
request of the holders,  include and register in such Registration Statement all
the shares of Common Stock purchased hereunder. The right to register the shares
may be delayed by the Company in the event it is  undertaking  a offering of its
securities  to raise  funding and the agent for the funding  requires the delay.
The delay  shall not  extend  more  than 90 days from the date said  funding  is
completed, however, in the event the offering is a minimum/maximum offering, the
90 day period shall start running from the date of the initial closing.

     2. Conditions.  It is understood and agreed that this  subscription is made
subject to the following conditions:

     (a) The Company shall have the right to accept or reject this  subscription
in whole or in part. Unless this subscription is accepted in whole or in part or
rejected by the Company  within 30 days from the receipt  hereof by the Company,
the subscription shall be deemed rejected in whole.

     (b) In the event a subscription  is not accepted in whole or in part by the
Company,  the full or ratable  amount,  as the case may be, of any  subscription
payment received will be promptly  refunded to the subscriber  without deduction
therefrom or interest thereon.

     (c) In the event this  subscription is accepted,  the Company shall deliver
to you, against payment therefor,  the number of Shares purchased,  along with a
fully executed copy of this Agreement.

     (d) In the event there are any  breaches of this  Agreement  or you fail to
comply with any of the  representations  and warranties stated in Paragraph 4 of
this Agreement, you hereby agree, at the sole request of the Company, to rescind
this  subscription  and return any and all Shares  issued upon the return of the
subscription amount paid.

     3.  Representations  and Warranties of the Company.  The Company represents
and warrants to, and agrees with, you as follows:

     (a) The Company is duly organized,  validly existing,  and in good standing
under the laws of the State of Delaware,  with all requisite power and authority
to own, lease,  license,  and use its properties and assets and to carry out the
business in which it is engaged.

     (b) The Company has authorized capital stock of 20,000,000 shares of Common
Stock of  which  2,336,944  shares  are  issued  and  outstanding  prior to this
Offering.

     (c) The Company has all requisite power and authority to execute,  deliver,
and  perform its  obligations  under this  Agreement,  and to issue,  sell,  and
deliver the Shares being sold  pursuant to this  Agreement.  This  Agreement has
been  duly   authorized  by  the  Company,   and   (subject,   with  respect  to
enforceability,  to the provisions of bankruptcy and similar laws) when executed
and delivered by the Company,  will  constitute  the legal,  valid,  and binding
obligation of the Company,  enforceable as to the Company in accordance with its
terms.  The Shares have been duly  authorized by the Company and (subject,  with
respect to  enforceability,  to the  provisions of bankruptcy  and similar laws)
will be duly and validly issued, fully paid, and non-assessable.

     (d) No consent,  authorization,  approval, order, license,  certificate, or
permit of or from, or declaration or filing with any federal,  state,  local, or
other  governmental  authority or any court or any other tribunal is required by
the Company for the execution,  delivery,  or performance by the Company of this
Agreement or the execution, issuance, sale, or delivery of the Shares.

     (e) No consent of any party to any contract, agreement,  instrument, lease,
license,  arrangement,  or  understanding  to which the Company is a party or to
which any of its properties or assets are subject is required for the execution,
delivery,  or  performance by the Company of this  Agreement,  or the execution,
issuance, sale, or delivery of the Shares or the Shares underlying same.

     (f) The  execution,  delivery,  and  performance of this Agreement will not
violate,  result in a breach of or conflict  with (with or without the giving of
notice or the  passage of time or both),  or entitle any party to  terminate  or
cause a default  under any  contract,  agreement,  instrument,  lease,  license,
arrangement,  or  understanding  or violate or result in a breach of any term of
the Certificate of  Incorporation or By-Laws of, or conflict with any law, rule,
regulation,  order, judgment, or decree binding upon the Company or to which any
of its operations, businesses, properties, or assets are subject.

     4.  Representations and Warranties of the Subscriber.  You hereby represent
and warrant to and agree with the Company as follows:

     (a) You are an  "Accredited  Investor"  as that term is  defined in Section
501(a) of Regulation D promulgated  under the Securities Act of 1933, as amended
(the "Securities Act"). Specifically you are (check appropriate items(s)):

     ____(i) A bank as defined in Section  3(a)(2) of the  Securities  Act, or a
savings  and loan  association  or  other  institution  as  defined  in  Section
3(a)(5)(A) of the Securities Act,  whether acting in its individual or fiduciary
capacity; a broker or dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934, as amended (the "Exchange  Act"); an insurance  company as
defined in Section 2(13) of the Securities Act; an investment company registered
under the Investment  Company Act of 1940 or a business  development  company as
defined in Section  2(a)(48) of that Act; a small  Business  Investment  Company
licensed by the U.S. Small Business  Administration  under Section 301(c) or (d)
of the Small Business  Investment Act of 1958; a plan established and maintained
by a state, its political  subdivisions,  or any agency or  instrumentality of a
state or its political  subdivisions,  for the benefit of its employees, if such
plan has total assets in excess of $5,000,000;  an employee  benefit plan within
the meaning of the  Employee  Retirement  Income  Security  Act of 1974,  if the
investment decision is made by a plan fiduciary,  as defined in Section 3(21) of
such  Act,  which is  either a bank,  savings  and loan  association,  insurance
company,  or registered  investment advisor, or if the employee benefit plan has
total  assets  in  excess  of  $5,000,000  or,  if a  self-directed  plan,  with
investment decisions made solely by persons that are accredited investors;

     _____(ii)  A private  business  development  company  as defined in Section
202(a)(22) of the Investment Advisers Act of 1940;

     _____(iii) An organization  described in Section  501(c)(3) of the Internal
Revenue  Code,  corporation,   Massachusetts,  or  similar  business  trust,  or
partnership,  not formed for the specific  purpose of acquiring  the  securities
offered, with total assets in excess of $5,000,000;

     _____(iv)  A  Director  or  executive   Officer  of  the  Company   (circle
appropriate item);

     _____(v) A natural person whose  individual  net worth,  or joint net worth
with  that  person's  spouse,  at  the  time  of his  or  her  purchase  exceeds
$1,000,000;

     _____(vi)  A  natural  person  who had an  individual  income  in excess of
$200,000 in each of the two most recent years or joint income with that person's
spouse  in  excess  of  $300,000  in each of those  years  and has a  reasonable
expectation of reaching the same income level in the current year;

     _____(vii)  A trust with total assets in excess of  $5,000,000,  not formed
for the specific purpose of acquiring the securities offered,  whose purchase is
directed by a sophisticated person as described in Rule 506(b)(2)(ii); or

     _____(viii)  An entity in which all of the  equity  owners  are  accredited
investors.  (If this alternative is checked, you must identify each equity owner
and provide  statements  signed by each  demonstrating  how each qualified as an
accredited investor.)

     (b) If you are a  natural  person,  you are:  a bona fide  resident  of the
state/country of ___________/____________ contained in your address set forth on
the signature page of this Agreement as your home address;  at least 21 years of
age; and legally competent to execute this Agreement. If an entity, you are duly
authorized  to execute this  Agreement  and this  Agreement,  when  executed and
delivered by you, will  constitute  your legal,  valid,  and binding  obligation
enforceable against you in accordance with its terms.

     (c)  You  have  received,  read  carefully,  and  are  familiar  with  this
Agreement,  and  respecting  the Company,  its  business,  plans,  and financial
condition,  the terms of the  Offering  and any other  matters  relating  to the
Offering.  You have reviewed all materials which have been requested by you, and
the Company has answered all inquiries that you or your representatives have put
to it. You have had access to all additional information necessary to verify the
accuracy of the  information set forth in this Agreement and any other materials
furnished  herewith,  and you have taken all the steps necessary to evaluate the
merits and risks of an investment as proposed hereunder.

     (d) You or your purchaser representative have such knowledge and experience
in finance, securities, investments, and other business matters so as to be able
to  protect  your  interests  in  connection  with  this  transaction,  and your
investment in the Company  hereunder is not material when compared to your total
financial capacity.

     (e) You  understand  the various  risks of an  investment in the Company as
proposed  herein and can afford to bear such risks,  including the Common Stock,
though there can be no assurances that a more liquid market will develop or that
any market which may develop will be maintained  for any period of time. You may
find  it  impossible  to  liquidate  your  investment  at a time  when it may be
desirable to do so, or at any other time.

     (g) You have been  advised by the  Company  that the  Shares  have not been
registered under the Securities Act, that the Shares will be issued on the basis
of the statutory  exemption provided by Sections 4(2) and 4(6) of the Securities
Act and/or  Regulation D promulgated  thereunder  relating to transactions by an
issuer not involving  any public  offering and under  similar  exemptions  under
certain state  securities  laws, that this transaction has not been reviewed by,
passed  on, or  submitted  to any  Federal  or state  agency or  self-regulatory
organization  where an exemption is being  relied upon,  and that the  Company's
reliance thereon is based in part upon the  representations  made by you in this
Agreement. You acknowledge that you have been informed by the Company of, or are
otherwise familiar with, the nature of the limitations imposed by the Securities
Act and the rules and regulations  thereunder on the transfer of securities.  In
particular,  you agree that no sale, assignment, or transfer of the Shares shall
be valid or effective,  and the Company shall not be required to give any effect
to any such sale, assignment,  or transfer,  unless (i) the sale, assignment, or
transfer  of the  Shares  is  registered  under  the  Securities  Act,  it being
understood  that the Shares are not currently  registered  for sale and that the
Company has no  obligation  or  intention  to so register  the Shares  except as
contemplated  herein; or (ii) the Shares are sold,  assigned,  or transferred in
accordance  with all the  requirements  and  limitations  of Rule 144  under the
Securities  Act,  it being  understood  that  Rule 144 is not  available  at the
present  time for the sale of the  Shares;  or (iii) such sale,  assignment,  or
transfer is otherwise  exempt from  registration  under the Securities  Act. You
acknowledge  that the Shares shall be subject to a stop  transfer  order and the
certificate  or  certificates  evidencing any Shares shall bear the following or
substantially similar legends and such other legends as may be required by state
blue sky laws:

     "These  securities  have not been  registered  under the  Securities Act of
1933,  as amended (the "Act").  Such  securities  may not be sold or offered for
sale,  transferred,  hypothecated,  or  otherwise  assigned in the absence of an
effective  registration  statement  with  respect  thereto  under such Act or an
opinion reasonably acceptable to the Company of counsel reasonably acceptable to
the Company that an exemption from registration for such sale, offer,  transfer,
hypothecation, or other assignment is available under such Act."

     (h) You will  acquire  the  Shares for your own  account  (or for the joint
account of you and your spouse either in joint tenancy, tenancy by the entirety,
or  tenancy  in  common)  for  investment  and not  with a view  to the  sale or
distribution thereof or the granting of any participation  therein, and that you
have no  present  intention  of  distribution  or  selling to others any of such
interest or granting any participation therein, except as provided for herein.

     (i) It never has been represented,  guaranteed, or warranted by any broker,
the Company, any of the Officers, Directors, shareholders,  employees, or agents
of either, or any other persons, whether expressly or by implication, that:

     (1)the  Company or you will realize any given  percentage of profits and/or
amount or type of  consideration,  profit,  or loss as a result of the Company's
activities or your investment in the Company; or

     (2) the past performance or experience of the management of the Company, or
of any other  person,  will in any way indicate the  predictable  results of the
Company's activities.

     (j) You understand  that the net proceeds from all  subscriptions  paid and
accepted pursuant to the Offering, after deduction for expenses of the Offering,
will be used as general working capital for the Company.

     (k) You hereby  acknowledge  receipt of the  Company's  Form 10-KSB  annual
report for the year ended December 31, 1997 and quarterly  report of Form 10-QSB
for the three months ended March 31, 1998.

     (l)  Without  limiting  any of your other  representations  and  warranties
hereunder, you acknowledge that you have reviewed and are aware of the following
recent developments of the Company:

     (i) Effective February 5, 1998, the Company effected a reverse split, 1 for
3, of all of its outstanding  shares of Common Stock. As a result of same, prior
to  consummation  of this Offering,  the Company had 2,336,944  shares of Common
Stock outstanding.

     (ii) In February 1998, the Company completed a private placement of 300,000
shares of the  Company's  Common  Stock at a price of $.65 per  share.  American
Telecom  Corporation,  a company of which Ilan Arbel,  the  son-in-law of Harold
Rashbaum, is President,  Secretary, and a Director,  purchased 100,000 shares in
this offering. The funds were used for general working capital purposes.

     In April 1998 the  Company  entered  into a  co-production  agreement  with
Norfolk Films, Inc. ("Norfolk") for the production of a new film entitled Battle
Studies. The Company and Norfolk have agreed to form a limited liability company
to finance, produce and distribute the film, which commenced production on April
20, 1998. The film was written and is being  directed and  co-produced by Efraim
Horowitz.  The film is a contemporary  ghost story about power,  greed, love and
Leornardo  Da Vinci's  lost  notebook.  The  estimated  budget is  approximately
$440,000 of which the Company has committed to fund 50%. In accordance  with the
terms  of  the  co-production  agreement  the  proceeds  of  the  film  will  be
distributed  first  to  reimburse  135%  of the  costs  of the  picture  and the
remaining  proceeds  shall be  distributed  50%, 50% to Norfolk and the Company,
respectively.  If there is a book or a play on the screenplay  then the proceeds
shall be distributed 60%, 40% to the Norfolk and Company, respectively.

         5.       Risk Factors

     An investment in the securities  offered hereby are speculative and involve
a high degree of risk.  In addition to the other  information  contained in this
Prospectus,   the  following  factors  should  be  carefully  considered  before
purchasing  the  securities  offered by this  Prospectus.  The  purchase  of the
securities  offered  hereby should not be considered by anyone who cannot afford
the risk of loss of their entire investment.

     Statements  contained in this  Memorandum  and in the Company's  reports as
filed with the Securities and Exchange Commission which are not historical facts
may  be  considered   forward  looking   information   with  respect  to  plans,
projections,  or future  performance of the Company as defined under the Private
Securities  Litigation Reform Act of 1995. These forward looking  statements are
subject to risks and  uncertainties  which could cause actual  results to differ
materially from those projected.

     Risks Associated with the Company's Film Business

     (a)  No  Significant  Operating  History;   Accumulated  Deficit;   Limited
Experience  of  Management.  Prior to the  acquisition  and  production of Dirty
Laundry  and  the  acquisition  of  Breaking  Waves  the  Company,  had  limited
operations,  consisting  primarily of its formation and the  consummation of its
initial public offering. The Company's officers had limited experience, prior to
the  production  of Dirty  Laundry of assessing  the  potential of a screenplay,
producing a motion picture,  or in distributing  and marketing a motion picture.
The lack of experience of management may adversely  affect the operations of the
Company and ultimately,  the value of an investment in the Company. In addition,
the  likelihood  of success of the Company  must be  considered  in light of the
problems,   expenses,   difficulties,   complications   and  delays   frequently
encountered in connection with a business with a limited  operating  history and
the competitive environment in which the Company operates. Further, there can be
no  assurances  that  the  Company's  management  will be  able to  successfully
implement its business  plan or that  unanticipated  result in increased  costs,
material delays in its  implementation  or ability to implement such plan. As of
March 31, 1998 the Company had an  accumulated  deficit of $78,461,  which could
adversely affect the Company's ability to conduct its operations.

     (b) No  Guarantee of Return of Initial  Investment;  No  Assurances  of the
Receipt of Revenues;  Need for Additional Capital. The co-production  agreements
for  Dirty  Laundry  and  Battle  Studies  provide  that  the  Company  and  the
co-producer  shall have the right to  recover  100% and 135%,  respectively,  of
their  investment  with  respect  to the  production  costs  of the  films  from
revenues,  if any, from the release,  distribution and exploitation of the film.
The Dirty Laudry  agreement  requires  the first  proceeds to be paid $50,000 to
each of Jay Thomas and Tess Harper pursuant to their  participation  agreements.
Additional  proceeds received shall be distributed  pursuant to the terms of the
agreements.  To date the  Dirty  Laundry  has  generated  revenues  of  $205,000
pursuant to its licensing agreement with Trident Licensing, Inc.

     The  production  release  of  a  motion  picture  is  subject  to  numerous
uncertainties, and there can be no assurance that the Company's strategy will be
successful,  that its release  schedule  will be met or that it will achieve its
financial  goals.  There can be no assurance  that any revenues will be realized
from the  distribution  of the Dirty  Laundry or Battle  Studies,  or any motion
picture produced by the Company,  therefore,  there can be no assurances that an
investment  in the  production of a motion  picture will be repaid.  Even in the
event revenues are generated from the  distribution  of a film,  there can be no
assurances  that the Company will receive any of such  revenues,  due to revenue
sharing rights of artists and creative  personnel in additional to  arrangements
with  other  investors.  In  addition,  in the event that the  Company  receives
revenues from the  distribution of a film,  there can be no assurances that such
revenues  will be  sufficient  to return to the  Company  the full amount of its
investment in the Dirty Laundry or Battle Studies or that future motion pictures
acquired,  produced and released by the Company will earn sufficient revenues to
repay any  investment or cost  incurred in their  production.  Though  aggregate
revenues in the film  industry  from all markets are  substantial,  the costs of
producing films are also substantial. The combination of these and other factors
has caused a large portion of films produced to be unprofitable.

     The Company  estimates that between 36 and 52 weeks will elapse between the
commencement  of expenditures by the Company in the acquisition of a screenplay,
the production of a motion  picture and the release of such film.  Additionally,
it is  anticipated  that no revenues will be received from the  exploitation  of
such film for an additional  period of between 16 weeks and 36 weeks thereafter,
if at all. Therefore, the Company may not have the capital needed, at times, for
production or  distribution  costs of  additional  films due to the delay in the
receipt of revenues from its prior investments.

     (c) High  Costs of Motion  Picture  Production;  Likelihood  of going  over
Budget.  The Company  anticipates that the motion pictures it produces will cost
between $1,000,000 and $3,000,000,  depending on the film. The likelihood of the
success of each film and the Company's ability to stay on budget and on schedule
for  each  film  must  be  considered  in  light  of  the  problems,   expenses,
difficulties, complications and delays frequently encountered in connection with
the production of a motion picture.  Dirty Laundry went  approximately  $250,000
over budget. Due to unforeseen problems and delays including;  illness, weather,
technical  difficulty and human error,  most films go over budget.  In addition,
the lack of experience of management  in this  industry,  the limited  operating
history and capital of the Company, and the competitive environment in which the
Company operates, may cause increased expenses due to mistakes and delays in the
production of the films.

     (d) Inability to Obtain  Distribution of the Films;  Consumer  Preferences.
The success of a film in  theatrical  distribution,  television,  home video and
other  ancillary  markets is dependent upon public taste which is  unpredictable
and  susceptible  to  change.  The  theatrical  success  of a film  may  also be
significantly  affected by the number and  popularity  of other films then being
distributed.  Accordingly, it is impossible for anyone to predict accurately the
success of any film at the time it enters production. The production of a motion
picture  requires the  expenditure  of funds based  largely on a  pre-production
evaluation of the commercial  potential of the proposed project. The Company has
spent  approximately  $300,000 for the costs of marketing  and  distribution  of
Dirty Laundry and has only recouped $205,000 in distribution revenues.

     There is intense  competition  within the film industry for exhibition time
at theaters,  as well as for  distribution in other media, and for the attention
of  the  movie-going  public  and  other  viewing  audiences.   Competition  for
distribution  in other  media is as intense as the  competition  for  theatrical
distribution  and not all films are licensed in other media.  There are numerous
production  companies and numerous  motion pictures  produced,  all of which are
seeking full  distribution and  exploitation.  Despite the large number of films
produced,  only a small number of films receive widespread consumer  acceptance,
and thereby account for a large percentage of total box office receipts.

     (e)  Labor  disputes  in Film  Industry.  Most  screenwriters,  performers,
directors and technical  personnel who will be involved in the films are members
of  guilds  or  unions  which  bargain   collectively   with   producers  on  an
industry-wide  basis  from  time to time.  Any  work  stoppages  or other  labor
difficulties  could delay the  production  of the films,  resulting in increased
production costs and delayed return of investments.

     (f) Competition in Film Industry.  The Company will be in competition  with
other which produce,  distribute  and exploit and finance  films,  some of which
have substantial  financial and personnel resources,  which are greater and more
extensive than the Company's.  These  companies  include the major film studios,
including Disney,  Universal,  MGM, and Sony as well as the television networks.
There is  substantial  competition  in the  industry  for a  limited  number  of
producers,  directors,  actors and  properties,  which are able to attract major
distribution in all media and all markets throughout the world.

Risks Associated with the Company's Swimwear Business

     (g) Cyclical  Apparel  Industry;  Dependence on Single  Product  Line.  The
apparel industry is a cyclical industry, with consumer purchases of swimwear and
accessory items and related goods tending to decline during recessionary periods
when disposable income is low.  Accordingly,  a prolonged recession would in all
likelihood have an adverse effect on the operations of the Company.  Some of the
Company's  customers,  including large retail  department store chains,  have in
recent  years  experienced  financial  difficulties  and  some  have  filed  for
protection  under  Chapter XI of the  federal  bankruptcy  laws.  The Company is
unable to predict what effect, if any, the financial difficulties encountered by
such retailers and other customers will have on the Company's  future  business.
Additionally,  the Company currently operates in only one segment of the apparel
industry,  girl's  swimwear  and is  therefore  dependent on the demand for such
goods.  Decreases  in the demand  for  swimwear  products  would have a material
adverse  affect on the Company's  business.  The Company it is in the process of
expanding its operations and market segment to include boy's and men's swimwear.

     (h)  Uncertain  Fashion  Trends;  Inability  to Keep Pace  with  Consumer's
Changing  Preferences.   The  Company  believes  that  its  success  depends  in
substantial  part on its  ability to  anticipate,  gauge and respond to changing
consumer demands and fashion trends in a timely manner.  The Company designs its
swimwear lines during the months from January to March each year for delivery of
products  between  November  and  May of the  following  year.  The  Company  is
anticipating in advance  consumer  preferences for the following year. There can
be no assurance, however, that the Company will be successful in this regard. If
the Company  misjudges the market for any of its products,  it may be faced with
unsold  finished  goods,  inventory  and work in  process,  which  could have an
adverse effect on the Company's operations.

     (i)  Entrance  into New Market  Segment and New Product  Line.  The Company
presently  operates in only one segment of the  apparel  industry,  specifically
girl's  swimwear,  in which it has operated for many years.  The Company entered
into a licensing  agreement  with Kawasaki to use the trademark  "Jet Ski" for a
line of  girl's,  boy's,  and  men's  swimwear.  The  Company's  production  and
marketing of boy's and men's  swimwear is an entrance into a new market  segment
for its products.  In addition,  the Company has not previously  marketed any of
its products under the Jet Ski name.  There can be no assurance that the Company
will be successful in this market  segment or with this new line. If the Company
misjudges  the market for this market  segment or new line, it may be faced with
unsold  finished  goods,  inventory  and work in  process,  which  could have an
adverse effect on the Company's operations.

     (j) Dependence on Suppliers. The swimwear designs are principally sent to a
manufacturer,  Zone Company, Ltd., in Korea, which Company provides the knitting
and  printing  for  approximately  65% of the  fabrics  ordered by the  Company.
Previously  during fiscal 1997 and 1996 this company provided  approximately 19%
and 95%  knitting  and  printing.  Once  the  fabrics  are  produced,  they  are
principally shipped to P.T. Kizone  International,  Inc., a company in Indonesia
which company sews the garments into finished  products.  This company  provided
95% and 71% of the Company's  sewing needs for the years ended December 31, 1996
and 1997,  respectively.  Although the  management  of Breaking  Waves is of the
opinion that there are numerous  manufacturers  of fabrics and  companies  which
provide  sewing on similar  terms and prices,  there can be no  assurances  that
management  is  correct in such  belief.  The  unavailability  of fabrics or the
sewing thereof at current price levels could adversely  affect the operations of
the Company.

     (k) Risks Associated with  Concentration of Customers.  For the years ended
December  31,  1997 and 1996,  Breaking  Waves has two and two  customers  which
comprise 36% and 12%, and 16% and 12% of net sales, respectively.  For the three
months ended March 31, 1998 and 1997,  Breaking Waves had four and two customers
which  comprise  16%,  15%,  11%,  and  10%;  and  23%  and  14% of  net  sales,
respectively. Some of the Company's customers, including large retail department
store chains,  have recently  experienced  financial  difficulties and some have
filed for protection under the federal bankruptcy laws. The Company is unable to
predict what effect,  if any, the  financial  difficulties  encountered  by such
retailers and other customers will have on the Company's  future  business.  The
loss of either customer or any group of customers could have a material  adverse
affect on the Company's results of operations.

     (l)  Seasonality  of Business  Operations.  The Company  believes  that its
business may be  considered  seasonal  with a large  portion of its revenues and
profits being derived between December and June for shipments being made between
November  and May.  Each year from June to November  the Company  engages in the
process of designing and  manufacturing  the following  seasons  swimwear lines,
during which time the Company incurs the majority of its expenses,  with limited
revenues.  There can be no assurances that revenues  received during December to
June will support the Company's operations for the rest of the year.

     (m)  Competition  in Swimwear  Industry.  The Company's  business is highly
competitive,  with relatively  insignificant barriers to entry and with numerous
firms  competing for the same  customers.  The Company is in direct  competition
with local, regional, national and international swimwear manufacturers, many of
which have greater  resources  and more  extensive  distribution  and  marketing
capabilities  than the Company.  Competitive  factors  include  quality,  price,
style,  design,  creativity,  originality and service at the wholesale level. In
addition,  many large  retailers have recently  commenced sales of "store brand"
products, which compete with those sold by the Company. Management believes that
the Company's market share is insignificant in the markets in which it sells.

     (n) Protection of Intellectual  Property.  The Company relies on common law
trademarks for use of its private label swimwear lines. In addition, the Company
has entered into a licensing agreements with Beach Patrol, Inc. and Kawasaki, to
use the trademarks "Daffy's Waterwear and "Jet Ski", respectively." In the event
the Company, Beach Patrol, Inc. or Kawasaki,  breaches their licensing agreement
and the Company is unable to continue to use the  trademarks,  the loss  thereof
may  adversely  affect the Company's  operations.  The Company has also filed to
register  additional  trademarks in the United States,  which  applications  are
currently  pending.  There can be no assurance that such  additional  trademarks
will be registered or if registered,  that such marks,  as well as the Company's
registered  mark or marks  licensed by the Company  will be  adequately  protect
against  infringement.  In addition,  there can be no assurance that the Company
will not be found to be infringing on another company's trademark.  In the event
the Company finds another party infringing upon its trademark, if registered, or
is found by another  company to be  infringing  upon such  company's  trademark,
there can be no  assurances  that the Company will have the  financial  means to
litigate such matters.

General Risks

     (o)  Indemnification  of Officers and  Directors.  As  permitted  under the
Delaware  General  Corporation  Law, the Company's  Certificate of Incorporation
provides for the  indemnification  and elimination of the personal  liability of
the directors to the Company or any of its shareholders for damages for breaches
of their  fiduciary  duty as  directors.  As a result of the  inclusion  of such
provision,  shareholders may be unable to recover damages against  directors for
actions taken by them which  constitute  negligence or gross  negligence or that
are in violation of their fiduciary  duties.  The inclusion of this provision in
the  Company's  Certificate  of  Incorporation  may  reduce  the  likelihood  of
derivative   litigation   against  directors  and  other  types  of  shareholder
litigation.

     (p) Limited  Public  Market for  Securities.  At present there is a limited
public market for the Company's Securities. There is no assurance that a regular
trading market will develop,  or if one does develop,  that it will be sustained
for any period of time. Therefore, purchasers of the Company's securities may be
unable to resell such securities at or near their original  offering price or at
any price.  Furthermore,  it is unlikely that a lending  institution will accept
the  Company's  securities  as  pledged  collateral  for loans even if a regular
trading market develops. The underwriter of the Company's public offering, was a
dominant  influence in the market for the Company's  securities  until  February
1997,  at which time it ceased  operations.  The market for and liquidity of the
Company's  securities  have been  significantly  affected and may continue to be
affected by the loss of its underwriter's participation in the market.

     (q) Dividends.  The Company has not paid any cash dividends nor, because of
its present financial status and its contemplated financial  requirements,  does
it contemplate or anticipate  paying any cash dividends upon its Common Stock in
the  foreseeable  future.  In April 1998,  the Board of  Directors  approved the
issuance of a warrant  dividend to its Common Stock  holders of record on May 8,
1998.  The  warrants  issued  under the  dividend  distribution  shall  give the
warrantholder the right to acquire one share of the Company's Common Stock at an
exercise price of $4.00 and shall be exercisable for a period  commencing twelve
months from the date of issuance and  extending  until three years from the date
of issuance.

     (r) Increase Public Float Through Shares  Available for Resale.  A total of
2,336,944  shares  of Common  Stock  have been  issued by the  Company  of which
1,367,294 shares may be deemed "restricted  securities" (as such term is defined
in Rule 144 issued under the Act) and, in the future,  may be publicly sold only
if registered  under the Act or pursuant to an exemption from  registration.  Of
the  restricted  shares,  1,280,350  shares have been  registered  for resale in
accordance with a Registration  Statement filed in April 1998 and all but 14,444
of the remaining  restricted shares have been held for in excess of one year and
therefore are eligible for resale in  accordance  with Rule 144. Any sales under
Rule 144 or pursuant to this  registration  statement  would, in all likelihood,
have a depressive  effect on the market price for the Company's Common Stock and
Warrants.

     (s) Possible Future Dilution.  The Company has authorized  capital stock of
20,000,000  shares of Common Stock,  par value $.001 per share.  Inasmuch as the
Company  may  use  authorized  but  unissued  shares  of  Common  Stock  without
stockholder  approval  in order to  acquire  businesses,  to  obtain  additional
financing or for other corporate purposes,  there may be further dilution of the
stockholders' interests.

     (t)  Possible  delisting of  Securities  from NASDAQ  System;  Risks of Low
Priced Stocks. In August 1997 Nasdaq increased its maintenance  whereby in order
to continue to be listed on Nasdaq,  the Company is required to maintain (i) net
tangible assets of at least $2,000,000, (ii) a minimum bid price of $1.00, (iii)
two market  makers,  (iv) 300  stockholders,  (v) at least 500,000 shares in the
public  float and (vi) a minimum  market value for the public float of $200,000.
In the event the Company's Securities are delisted from Nasdaq, trading, if any,
in the Securities would thereafter be conducted in the  over-the-counter  market
on the OTC Bulletin Board. Consequently,  an investor may find it more difficult
to dispose of, or to obtain accurate quotations as to the price of the Company's
Securities.  Quotation  on Nasdaq  does not imply that a  meaningful,  sustained
market for the Company's  Securities will develop or if developed,  that it will
be sustained for any period of time.

     (u) Penny Stock  Regulation.  Broker-dealer  practices in  connection  with
transactions  in "penny  stocks"  are  regulated  by certain  penny  stock rules
adopted by the Securities and Exchange  Commission.  Penny stocks  generally are
equity  securities  with a price  of less  than  $5.00  (other  than  securities
registered on certain national securities exchanges or quoted on Nasdaq provided
that current price and volume  information  with respect to transactions in such
securities is provided by the exchange or system). The penny stock rules require
a  broker-dealer,  prior to a transaction in a penny stock not otherwise  exempt
from the rules, to deliver a standardized risk disclosure document that provides
information  about  penny  stocks and the risks in the penny stock  market.  The
broker-dealer  also  must  provide  the  customer  with  current  bid and  offer
quotations for the penny stock,  the compensation of the  broker-dealer  and its
salesperson in connection with the transaction,  and monthly account  statements
showing the market value of each penny stock held in the customer's  account. In
addition, the penny stock rules generally require that prior to a transaction in
a penny stock, the broker-dealer must make a special written  determination that
the penny  stock is a suitable  investment  for the  purchaser  and  receive the
purchaser's written agreement to the transaction.  These disclosure requirements
may have the effect of reducing the level of trading  activity in the  secondary
market  for a stock  that  becomes  subject  to the penny  stock  rules.  If the
Company's securities become subject to the penny stock rules,  investors in this
Offering may find it more difficult to sell their securities.

     6. Management.

     The following table sets forth, as of April 30, 1998, the management of the
Company:
<TABLE>
<CAPTION>

                                                              Position with Corporation;
                  Name                                        Principal Occupation

                  <S>                                         <C>    
                  Harold Rashbaum                             President, CEO, and Director

                  Robert DiMilia                              Vice President, Secretary and Director

                  Alain A. Le Guillou, M.D.                   Director

                  James B. Frakes                             Director
</TABLE>

     The Directors of the Corporation are elected annually by the  stockholders,
and the  Officers  of the  Corporation  are  appointed  annually by the Board of
Directors.  Vacancies on the Board of Directors  may be filled by the  remaining
Directors.  Each  current  Director  and Officer will hold office until the next
Annual Meeting of stockholders or until his successor is elected and qualified.

     Harold  Rashbaum has been the President,  Chief  Executive  Officer,  and a
Director of the  Corporation  since January 1997. From May 1996 to January 1997,
Mr. Rashbaum served as Secretary and Treasurer of the Corporation. From May 1996
until  its  dissolution  in  November  1997,  Mr.  Rashbaum  has  served  as the
Secretary,  Treasurer, and a Director of D.L. Productions,  Inc., the production
company for the Dirty Laundry movie.  Since February 1996, Mr. Rashbaum has also
been the President and a Director of H.B.R.  Consultant Sales Corp.  ("HBR"), of
which his wife is the sole  stockholder.  Mr.  Rashbaum was a consultant to Play
Co.  Toys &  Entertainment  Corp.  ("Playco"),  a  wholesaler  and  retailer  of
children's  toys,  since July 1995. He became Chairman of the Board of Playco in
September 1996. Prior thereto, from February 1992 to June 1995, Mr. Rashbaum was
a consultant to 47th Street Photo, Inc., an electronics  retailer.  Mr. Rashbaum
held this position at the request of the  bankruptcy  court during the time 47th
Street Photo, Inc. was in Chapter 11.

     Robert DiMilia has been a Director,  Vice  President,  and Secretary of the
Corporation  since January 10, 1997.  Prior thereto,  he was a consultant to the
Corporation with respect to the production of Dirty Laundry,  the  Corporation's
first motion  picture.  From March 1995 to May 1996, Mr. DiMilia was a media and
marketing consultant in the film industry working on a variety of projects. From
1991 to 1994, Mr. DiMilia was a Vice President for the Bon Bon Group, a national
payroll/accounting entertainment service Corporation.

     Alain A. Le Guillou,  M.D. has been a Director of the Corporation since May
1996. Since July 1995, Dr. Guillou has been a doctor of pediatrics at Montefiore
Medical Group. From July 1992 to June 1995, Dr. Guillou was a pediatric resident
at the University of Minnesota,  Gillette Hospital,  St. Paul,  Minnesota.  From
July 1991 to June 1992, Dr. Guillou was an intern at Montefiore  Medical Center,
Bronx, New York. Dr. Guillou is the son-in-law of Harold Rashbaum.

     James B.  Frakes was elected as a Director  of the  Corporation  in January
1998. Mr. Frakes was elected Chief Financial  Officer of Playco in June 1997 and
was appointed as a Director of Playco in August 1997.  Prior thereto,  from June
1990 to  March  1997,  Mr.  Frakes  was  Chief  Financial  Officer  of  Urethane
Technologies,  Inc.  ("UTI") and two of its  subsidiaries:  Polymer  Development
Laboratories,  Inc.  ("PDL")  and BMC  Acquisition,  Inc.  These were  specialty
chemical  companies  which focused on the  polyurethane  segment of the plastics
industry.  Mr. Frakes was also Vice  President and a Director of UTI during this
period. In March 1997, three unsecured creditors of PDL filed a petition for the
involuntary  bankruptcy of PDL. This matter is pending  before the United States
Bankruptcy Court, Central District of California. In 1980, Mr. Frakes obtained a
Masters in Business  Administration from University of Southern  California.  He
obtained his Bachelor of Arts degree in history from  Stanford  University  from
which he graduated with honors in 1978.

Significant Employees

     Malcolm Becker,  61, has been the Vice President of design,  merchandising,
and production of Breaking Waves, Inc. since its inception in 1991.

     Michael  Friedland,  59, has been the Vice President of marketing and sales
of Breaking Waves, Inc. since its inception in 1991.

     The  Corporation  has agreed to indemnify its Officers and  Directors  with
respect to certain liabilities  including  liabilities which may arise under the
Securities Act of 1933. Insofar as indemnification for liabilities arising under
the  Securities  Act may be permitted to Directors,  Officers,  and  controlling
persons of the Corporation pursuant to any charter, provision, by-law, contract,
arrangement,  statute or otherwise, the Corporation has been advised that in the
opinion of the  Securities  and Exchange  Commission,  such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Corporation of expenses  incurred or
paid by a Director,  Officer,  or controlling  person of the  Corporation in the
successful defense of any such action,  suit, or proceeding) is asserted by such
Director,  Officer,  or controlling person of the Corporation in connection with
the Securities being registered,  the Corporation will, unless in the opinion of
its counsel the matter has been settled by  controlling  precedent,  submit to a
court of appropriate  jurisdiction the question whether such  indemnification by
it is against  public  policy as expressed in the Act. The  Corporation  will be
governed by the final adjudication of such issue.

     7. Capitalization;  Principal  Stockholders.  The following shall provide a
list of the principal  stockholders  of the Company prior to this  Offering.  It
does not  include  the  exercise  of any  options.  There are  2,336,944  shares
outstanding,  and assuming the Offering is consummated,  there will be 2,686,944
shares outstanding.
<TABLE>
<CAPTION>

Name And Address of                                                    Amount and Nature                                  Percent of
Beneficial Owner                                                       Of Beneficial Owner                                 Class (1)
----------------------                                                 -------------------                                 ---------

<S>                     <C>                                                     <C>                                         <C>  
European Ventures Corp. (2)                                                     980,350                                     41.9%
P.O. Box 47
Road Town, Tortola, British
Virgin Islands

Harold Rashbaum  (2)                                                             52,500 (3)                                 2.2%
c/o Hollywood Productions, Inc.
14 East 60th Street, Suite 402
New York, New York 10022

Alain A. Le Guillou, M.D. (2)                                                     --                                         --
c/o Hollywood Productions, Inc.
14 East 60th Street, Suite 402
New York, New York 10022

Robert DiMilia                                                                   16,667 (4)                                  *
c/o Hollywood Productions, Inc.
14 East 60th Street, Suite 402
New York, New York 10022

All Officers and Directors                                                       69,167 (4)                                 3.0%
(3 as a Group) (2)-(5)

* Less than 1%
</TABLE>

     (1) Does not give effect to the issuance of (i) 1,466,667  shares of Common
Stock  reserved for  issuance  upon the  exercise of the  Warrants;  (ii) 80,000
shares  of  Common  Stock  reserved  for  issuance  upon  the  exercise  of  the
underwriter's  warrants and the Warrants underlying the underwriter's  warrants;
and  (iii)  83,333  shares of  Common  Stock  reserved  for  issuance  under the
Company's 1995 Senior  Management  Incentive Plan,  except for the 25,000 shares
issued  thereunder and the 50,000 shares  underlying  options  granted  pursuant
thereto.

     (2) Harold Rashbaum is the  father-in-law  of Ilan Arbel,  the sole officer
and  director  of  EVC.  The  shares  owned  by  EVC  have  been  included  in a
registration statement filed by the Company in April 1998 registering the shares
for resale and upon effectiveness of the registration statement will be eligible
for resale from time to time. See "Risk Factors-  Increase  Public Float Through
Shares Available for Resale."

     (3) Includes (i) 16,667 shares of Common Stock under the Senior  Management
Incentive  Plan,  pursuant to a vesting  schedule,  of which  8,333  shares have
vested;  (ii) 33,333 shares of Common Stock  underlying an option  granted under
the Company's Senior Management Incentive Plan; and (iii) 2,500 shares issued to
H.B.R. Consultants Sales Corp. in September 1996.

     (4) Includes 16,667 shares of Common Stock issuable upon the exercise of an
option granted to Robert DiMilia under the Company's Senior Management Incentive
Plan.

     (5) Represents all shares purchased in this Offering.

     8.  Indemnification.  You  acknowledge  that you understand the meaning and
legal consequences of the representations  and warranties  contained herein, and
you  hereby  agree  to  indemnify   and  hold  harmless  the  Company  and  each
incorporator,   Officer,  Director,  employee,  agent,  and  controlling  person
thereof, past, present, or future, from and against any and all loss, damage, or
disability  due to or  arising  out of a breach  of any such  representation  or
warranty.

     9.  Transferability.  Neither  this  Agreement,  nor any of your  interests
herein, shall be assignable or transferable by you in whole or in part except by
operation of law.

     10. Commissions. There will be no commissions paid with respect to the sale
of the Shares.

     11. Miscellaneous.

     (a) All notices or other communications given or made hereunder shall be in
writing and shall be delivered or mailed to you at your address set forth on the
signature page of this Agreement and to the Corporation at the address set forth
below.  Notices hand delivered  shall be deemed given upon receipt,  and notices
sent by mail shall be deemed given on the second business day following  deposit
in the Shared States mail.

     (b) This  Agreement  shall be construed in accordance  with and governed by
the laws of the State of New York without reference to that State's conflicts of
laws provisions.

     (c) This Agreement  constitutes  the entire  agreement  between the parties
hereto with  respect to the subject  matter  hereof and may be amended only by a
writing executed by all parties hereto.

     (d)  This   Agreement   may  be  executed  in  one  or  more   counterparts
representing, however, one and the same agreement.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year this subscription has been accepted by the Company.

                                    Very  truly  yours,  HOLLYWOOD  PRODUCTIONS,
                                    INC.

                           By:
                                    Harold Rashbaum
                                    President

     AGREED TO AND ACCEPTED THIS ____ DAY OF 1998.


                                                     ==========================
                                                     (Print name and address)
                                                     (Print   social    security
number of Employer Id No.)
                                                     -----------------------