EXHIBIT 10.26

                           HOLLYWOOD PRODUCTIONS, INC.

                             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 AACT@) 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  ACOMMISSION@)  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 AOFFER@  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


                                                             February  ___, 1998


Ladies/Gentlemen:

         The following  sets forth the terms and  conditions of an offering (the
AOffering@)  by the  Company to  purchase an  aggregate  of 300,000  shares (the
AShares@) of Common  Stock,  par value $.001 per share (the  ACommon  Stock@) of
Hollywood  Productions,  Inc.,  a Delaware  corporation  (the  ACompany@),  at a
purchase price of $0.65 per Share.  The Offering is being made by the Company on
its own behalf by its Officers and Directors.

         1.       Subscription: the Offering.

     (a) By your  signature  hereto,  you  hereby  subscribe  for and  agree  to
purchase  ________  Share(s)  at a  purchase  price of $0.65  per  Share  for an
aggregate  purchase  price of $_______,  subject to the terms and conditions set
forth in this AAgreement.@ The list of subscribers to this Offering is listed in
Paragraph 7. -

     (b) The Shares  purchased  hereunder  are part of a plan to infuse  capital
into the Company to be used for general working capital.

     (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 300,000  shares of
Common  Stock  for an  aggregate  purchase  price  of  $195,000.  Prior  to this
Offering,  there were 2,022,500 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) Within 90 days of the Closing,  the Company  shall use its best efforts
to file a registration  statement  with the  Securities and Exchange  Commission
(the ASEC@) with respect to the shares being purchased  herein,  and the Company
shall  use  its  best  efforts  to have  such  registration  statement  declared
effective by the SEC and the appropriate state securities agencies.







<PAGE>
     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 2,022,500 post-reverse split shares are 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.
<PAGE>
     4.  Representations and Warranties of the Subscriber.  You hereby represent
and warrant to and agree with the Company as follows:

     (a) You are an  AAccredited  Investor@  as that term is  defined in Section
501(a) of Regulation D promulgated  under the Securities Act of 1933, as amended
(the ASecurities 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 AExchange  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.
<PAGE>
     (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:

     AThese  securities  have not been  registered  under the  Securities Act of
1933,  as amended (the AAct@).  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, 1996 and quarterly  report of Form 10-QSB
for the nine months ended September 30, 1997.

     (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)  Simultaneously  with  the  closing  of the  Company=s  initial  public
offering in September  1996  [comprising  800,000 shares of its Common Stock and
1,600,000  of its  Warrants  offered  at $5.00 per  share and $.25 per  Warrant,
respectively,  through  Euro-Atlantic  Securities,  Inc.  (AEuro-Atlantic@)  and
1,400,000  shares and  2,000,000  warrants  registered  for  resale by  European
Ventures Corp. (AEVC@),  the majority  stockholder of the Company],  the Company
acquired (the AAcquisition@) all of the capital stock of Breaking Waves, Inc., a
New York corporation (ABreaking Waves@),  pursuant to a stock purchase agreement
dated May 31, 1996.  The Company  received net proceeds of  $3,813,294  from the
offering.  Same were apportioned as follows: (i) $1,700,000 was used as security
for the  issuance  of a letter of  credit to  replace  the  personal  guarantees
provided to  Nationsbank;  (ii) $50,000 was paid to Daniel Stone pursuant to his
consulting  agreement;  (iii) a $100,000 capital  contribution to Breaking Waves
was made pursuant to the acquisition  thereof;  and (iv) $1,963,294 was used for
the Company's working capital needs.

     Pursuant  to the  terms  of the  Acquisition,  on the  closing  date of the
Acquisition,  Breaking Waves performed a recapitalization and exchange of all of
its  common  stock for new  common  stock and for a series of  Preferred  Stock,
whereby for each share of Breaking  Wave's  common  stock  exchanged  the holder
received  one share of new common  stock and 28 shares of the Series A Preferred
Stock  (ASeries A Stock@).  In connection  therewith  Breaking Waves amended its
certificate of  incorporation  to authorize 5,600 shares of Preferred Stock, par
value $.01 per share,  designated as the ASeries A Preferred  Stock.@ The shares
of the have the right to  redemption,  whereby,  on each of  January 1, 1997 and
1998, Breaking Waves shall redeem one half of the outstanding shares of the , at
a  redemption  price of  $100.00  per share on a pro rata  basis,  from  legally
available  funds. The shall have no dividend,  conversion or voting rights,  but
shall have a preference on  liquidation  equal to $100 per share.  The shares of
issued to the  stockholders of Breaking Waves do not affect the Company's rights
to control,  own, or operate Breaking Waves, except that Breaking Waves will not
be able to issue dividends or other  distributions  to the Company until all the
shares of the are redeemed.  In January 1997, 2,800 shares of the Series A Stock
were redeemed by the Company. In January 1998, the remaining 2,800

     Pursuant to the terms of the Agreement,  the Company  replaced the personal
guarantees of the prior stockholders of Breaking Waves issued to Nationsbank, in
accordance  with  the  Company's  line  of  credit.  The  Company  replaced  the
guarantees  with  letters  of  credit  secured  by bank  deposits.  The  Company
contributed  $100,000  of the  proceeds  to the  capital of  Breaking  Waves and
simultaneously  therewith,  Breaking Waves repaid loans made by Daniel Stone and
Susan Stone in the  aggregate  amount of  $100,000.  Immediately  preceding  the
consummation of the Acquisition,  Breaking Waves distributed to its stockholders
an amount equal to 45% of the net income before taxes of Breaking  Waves for the
period from January 1, 1996 to the closing  date,  in order to pay taxes owed by
such stockholders due to Breaking Waves being a subchapter S corporation.

     Breaking Waves  designs,  manufactures,  and  distributes a line of private
labels  including  ABreaking  Waves,@ AAll Waves,@ AMaking Waves,@ ASmall Waves@
and AHuk-A-Poo@ and a line of a brand name label called ADaffy Waterwear,@ girls
swimwear and accessory  items.  The Daffy  Waterwear label is used pursuant to a
licensing agreement between the Company and Beach Patrol, Inc. The Company sells
its swimwear and accessory  items  through its showroom  sales staff and through
independent sales  representatives.  The Company's customers include the Dillard
and Federated  department  store groups as well as Kids R Us,  Sears,  Wal-Mart,
T.J. Maxx and Marshalls.

     (ii) In  March  1996,  the  Company  entered  into a  property  acquisition
agreement  (the  APurchase  Agreement@)  and  a  co-production   agreement  (the
AProduction  Agreement@) with Rogue Features,  Inc., an unaffiliated  entity, to
acquire the rights to and co-produce a motion picture of the screenplay entitled
ADirty Laundry@ (the AMotion  Picture@).  In April 1996, the Company formed D.L.
Productions, Inc., a New York corporation, as a wholly-owned subsidiary, for the
purpose of producing and arranging for the  distribution  of Dirty  Laundry.  In
addition,  the Company and Rogue entered into a right of first refusal agreement
with respect to the two next products of Rogue and/or its principals.

     Pursuant to the Purchase  Agreement,  all rights to the  screenplay and the
Motion  Picture are held by the Company,  and Rogue held the right to direct the
Motion Picture and to hold 25% of the profits of the Motion Picture as described
in the Production  Agreement.  Rogue retained the right to produce a live comedy
or musical after five years of the Motion Picture's  release or upon the earlier
approval of the Company.  In addition,  Michael  Normand,  a principal of Rogue,
retained  the right to  produce  a novel of the  Motion  Picture  as long as the
Company agrees to its compensation.  The Production  Agreement  provided for the
principals of Rogue to direct and retain  creative  control of the production of
the film, with the Company retaining final approval.

     Pursuant to the terms of the Purchase  Agreement and Production  Agreement,
the Company  financed all but $100,000 of the Motion Picture,  this amount which
was  invested  by the  co-producer  for the  production  of the Motion  Picture.
Pursuant to such agreements as well as the terms of the participation agreements
entered  into with the two stars of the Motion  Picture,  each of Jay Thomas and
Tess Harper shall have the right to receive $50,000  against a 5%  participation
fee from the first revenues received by the Company.  This $100,000 will be paid
out of the first proceeds  received from the  distribution of the Motion Picture
by the Company. Thereafter, the Company and the co-producer shall have the right
to all subsequent revenues, pro rata, until their initial investment is repaid.

     The next  proceeds  received by the Company  after the talent had been paid
$50,000 each and the  co-producers  have each received  their  investment  back,
shall be distributed as follows: (i) 5% of revenues to each of the stars up to a
maximum  of  $250,000,  at  which  time  their  distribution   decreases  to  2%
thereafter; (ii) the Company and the co-producer shall each receive 25% and 35%,
respectively, of each parties investment, from revenues generated, as payment of
an investment  premium for their financing of the Motion Picture;  and (iii) all
revenues in excess of (i) and (ii) shall be first used to repay any distribution
costs  incurred  and  then  distributed  2% to each of the two  stars  with  the
remainder  to the  Company  and the  co-producer  at the  rate  of 75% and  25%,
respectively.

     The  filming  of  the  Motion  Picture  commenced  in  May  1996  and  took
approximately five weeks to complete.  After completion of filming,  the Company
undertook the process of editing and adding sound,  special effects,  and music,
which took an additional 20 weeks.  Upon completion of the Motion  Picture,  the
Company made arrangements for private showings of the Motion Picture in order to
obtain both a foreign and  domestic  distributor  for the film.  The Company has
entered into a licensing agreement with Trident Licensing,  Inc. for the foreign
distribution of the Motion Picture.  As a result of the private  showings of the
Motion Picture by the Company, the Company is currently involved in negotiations
with  several  entities who have  expressed  an interest in  obtaining  domestic
distribution rights in the Motion Picture,  though no agreements or arrangements
have been entered into at this juncture.

     The  Motion  Picture is a  romantic  comedy  which was shot in the New York
tri-state  area,  stars Jay Thomas as Joey Green,  a dry cleaner going through a
mid-life  crisis and Tess Harper as his wife,  Beth,  of 15 years,  who is a sex
advice columnist for a woman's magazine. Mr. Thomas has most recently co-starred
in the motion picture AMr.  Holland's Opus@ and is known for his television work
in ALove & War,@ ACheers,@ AMurphy Brown,@ and AMork & Mindy.@ Ms. Harper earned
a Golden Globe  nomination for her performance in the film ATender  Mercies@ and
an Oscar  nomination for her role in the film ACrimes of the Heart.@ Joey owns a
dry cleaning  business  which is doing poorly and is convinced  that he is aging
prematurely.  Due to their lack of intimacy, Beth tells Joey to seek counseling,
which he does  unbeknownst  to Beth,  who  herself has become  attracted  to her
chiropractor.  Throughout  the  Motion  Picture,  there are a variety of bizarre
mishaps which occur causing the couple to fall back in love with one another

     (iii) 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 2,022,500  shares of
Common Stock outstanding.

     5. Risk Factors

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

     Risks Associated with the Motion Picture Industry

     (a) No Significant  Operating  History;  Limited  Experience of Management.
Prior to the Company=s  acquisition  of the rights to the Motion Picture and the
commencement  of the  production  of same,  the Company had limited  operations,
consisting  primarily of its formation and the  acquisition  of Breaking  Waves.
None of the Company=s Officers had any experience, prior to producing the Motion
Picture, in assessing the potential of a screenplay, producing a motion picture,
or in  distributing  and  marketing  a  motion  picture.  Management=s  lack  of
experience 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 implement its business plan successfully or
that  unanticipated  expenses,  problems,  or  difficulties  will not  result in
increased  costs or  material  delays in the  implementation  or the  ability to
implement such plan. As of June 30, 1997, the Company had an accumulated deficit
of $403,141 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 Purchase  Agreement and
Production Agreement provide that the Company and the co-producer shall have the
right to recover 100% of their  investment with respect to the production  costs
of the Motion Picture from revenues, if any, from the release,  distribution and
exploitation of the Motion Picture,  after the payment of $50,000 to each of Jay
Thomas and Tess Harper pursuant to their  participation  agreements.  Additional
proceeds  received,  if any, by the Company after Mr. Thomas and Ms. Harper have
each been paid $50,000 and the co-producers  have each received their investment
back, shall be distributed as follows:  (i) 5% of revenues to each of Jay Thomas
and Tess  Harper up to a maximum of  $250,000  each,  (inclusive  of the $50,000
initial  payment)  at which  time  their  distribution  decreases  to 2% each of
revenues thereafter; (ii) the Company and the co-producer shall each receive 25%
and 35%, respectively,  of their investment, from revenues generated, as payment
of an investment premium for their financing of the Motion Picture and (iii) all
revenues in excess of (i) and (ii) shall be first used to repay any distribution
costs  incurred  and  then  distributed  2% to each of the two  stars  with  the
remainder  to the  Company  and the  co-producer  at the  rate  of 75% and  25%,
respectively.  The  distribution  of proceeds  received by the Company  from the
distribution of future films most likely will be different than the distribution
of Dirty Laundry.

     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 a motion picture; 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 addition 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  Motion  Picture 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  and  distribution.  Though
aggregate film industry revenues from all markets are substantial,  the costs of
producing  films is also  substantial.  In addition,  revenue  sharing rights of
creative and artistic  personnel may reduce revenues available for the repayment
of the costs of financing the films.  The combination of these and other factors
has caused a large  portion of films  produced  to be  unprofitable.  Therefore,
revenues from the  exploitation of the Motion Picture and future motion pictures
does not guarantee the Company will receive  repayment of its investment made in
the  production of the film or the repayment of other  expenses  incurred in its
distribution or that the Company will profit from such distribution.

     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 a  motion  picture.
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, due to industry payment and accounting  schedules.
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.  Due to unforeseen  problems and delays
including illness, weather, technical difficulty, and human error, most films go
over budget. In addition,  management=s lack of experience 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.

     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  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 and decreased returns on investments.

     (f) Competition in Film Industry.  The Company will be in competition  with
other companies which produce,  distribute,  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)  Change  in  Management;   Lack  of  Experience  of  Management.   Upon
consummation of the  Acquisition,  the management of Breaking Waves was replaced
by the Company.  None of the Company=s  Officers has any experience in operating
the type of business presently operated by Breaking Waves. The likelihood of the
success of Breaking Waves must be considered in light of the limited  experience
of its  management,  especially  with respect to such a limited product line and
market, as well as problems, expenses,  difficulties,  complications, and delays
which may be encountered  due to management=s  inexperience  and the seasonality
and  competitive  nature of the Company=s  business.  There can be no assurances
that  Breaking  Waves will operate  successfully  under its new  management  and
ownership or that the Company will be profitable.

     (h) 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  Breaking  Waves and,
hence, the Company.  Some of Breaking Waves=  customers,  including large retail
department store chains, have recently  experienced  financial  difficulties and
have filed for  protection  under  Chapter XI of the  federal  bankruptcy  laws.
Breaking  Waves  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,  Breaking Waves operates in only one
segment of the apparel industry,  specifically girls 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 Breaking Waves= and, hence, the
Company=s business.

     (i)  Uncertain  Fashion  Trends;  Inability  to Keep Pace  with  Consumer=s
Changing  Preferences.  Breaking  Waves  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.  Breaking Waves designs
its  swimwear  lines from  January to March each year for  delivery  of products
between  November  and  May of  the  following  year.  It  anticipates  consumer
preferences for the following  year.  There can be no assurance,  however,  that
Breaking Waves will be successful in this regard. If it misjudges the market for
any of its  products,  it may be faced with unsold  finished  goods,  inventory,
and/or work in  process,  which  could have an adverse  effect on the  Company=s
operations.

     (j) Reliance Upon Designers; Lack of Employment Agreements.  Breaking Waves
is dependent  upon the  personal  efforts and  abilities  of Malcolm  Becker and
Michael  Friedland  who design and oversee the  production,  merchandising,  and
marketing of its swimwear lines.  Breaking Waves has employment  agreements with
both individuals. Breaking Waves= business could be adversely affected by a loss
of the services of either of these individuals.  Moreover, Breaking Waves may be
unable to replace the services of these  individuals in the event their services
are no longer  available  to it, or  Breaking  Waves  may  experience  delays in
finding suitable replacements therefor.

     (k)  Dependence  on  Suppliers.   Breaking  Waves=  swimwear   designs  are
principally sent to a manufacturer, Zone Company, Ltd. (AZCL@), a Korean company
which  provides the knitting and printing for  approximately  65% of the fabrics
ordered by the Company.  During fiscal 1996 and 1995, ZCL provided approximately
95% of the knitting and printing  required by the Company.  Once the fabrics are
produced,  they are  shipped  to P.T.  Kizone  International,  Inc.(APTKII),  an
Indonesian  company  which  sews the  garments  into  finished  products.  PTKII
provided  100% of the  Company's  sewing needs for the six months ended June 30,
1997.  During fiscal 1996 and 1995,  PTKII provided  approximately  91% and 95%,
respectively,  of Breaking Waves= sewing needs.  Although 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 Breaking Waves and, hence, the Company.

     (l) Risks Associated with  Concentration of Customers.  For the years ended
December 31, 1996 and 1995, Breaking Waves had one customer, Dillards Department
Stores,  which accounted for approximately 16% and 20%,  respectively,  of total
revenues.  For the six  months  ended  June 30,  1997,  Breaking  Waves  had two
customers,  Dillards  Department Stores and Wal-Mart  Department  Stores,  which
accounted  for 14% and  23%,  respectively,  of  revenues.  The  loss of  either
customer  or any group of  customers  could  have a material  adverse  affect on
Breaking Waves= and, hence, the Company's results of operations.

     (m)  Seasonality.   Breaking  Waves  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 January to November,  Breaking  Waves engages in the process
of designing and  manufacturing the following  season=s  swimwear lines,  during
which  time it incurs  the  majority  of its  expenses,  and  generates  limited
revenues.  There can be no assurances that revenues  received during December to
June will support Breaking Waves= operations for the rest of the year.

     (n)  Competition in Swimwear  Industry.  Breaking Waves= business is highly
competitive,  with relatively  insignificant barriers to entry and with numerous
firms competing for the same customers.  Breaking Waves 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 Breaking Waves.  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 Astore brand@
products which compete with those sold by Breaking  Waves.  Management  believes
that Breaking  Waves= market share is  insignificant  in the markets in which it
sells.

     (o) Protection of  Intellectual  Property.  Breaking Waves relies on common
law  trademarks  for use of its  private  label  swimwear  lines.  In  addition,
Breaking Waves has entered into a licensing  agreement with Beach Patrol,  Inc.,
to use the trademark  ADaffys  Waterwear.@  In the event Breaking Waves or Beach
Patrol,  Inc.,  breaches the licensing agreement and Breaking Waves is unable to
continue to use the Daffy=s  label,  the loss thereof may  adversely  affect its
operations.  Breaking Waves 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 Breaking Waves= registered mark or marks licensed by
Breaking Waves will be adequately protected against  infringement.  In addition,
there can be no assurance that Breaking Waves will not be found to be infringing
on another company=s trademark.  In the event Breaking Waves 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
Breaking Waves will have the financial means to litigate such matters.

General Risks

     (p)  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  duties 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.

     (q) 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 that if one does develop,  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. In February 1997, Euro-Atlantic=s clearing firm, WS Clearing Corp., ceased
operations,  which  resulted  in  a  freeze  of  all  of  the  accounts  of  the
Underwriter,  including client and firm trading accounts. The Underwriter ceased
operations immediately  thereafter.  The market for the Company's securities has
been  significantly  affected and may continue to be affected by the loss of the
Underwriter=s  participation.  The  loss  of  the  Underwriter's  market  making
activities of the Company's securities has decreased significantly the liquidity
of an  investment in such  securities.  Since the cessation of operations by the
Underwriter,  the Company considers the Underwriting Agreement and Underwriter's
Warrant Agreement terminated.

     (r) No  Dividends  and  None  Anticipated.  The  Company  has not  paid any
dividends;  nor,  because of its present  financial  status and its contemplated
financial  requirements,  does it contemplate or anticipate paying any dividends
upon its Common Stock in the foreseeable future.

     (s)  Possible  Delisting of  Securities  from NASDAQ  System;  Risks of Low
Priced  Stocks.  The  Securities  and Exchange  Commission  has  approved  rules
imposing  more  stringent  criteria for listing of the  Securities on the Nasdaq
SmallCap Stock Market  (ANasdaq@).  In order to continue to be listed on Nasdaq,
the  Company  would  be  required  to  maintain  (i)  total  assets  of at least
$2,000,000,  (ii) total stockholders= equity of $1,000,000,  (iii) a minimum bid
price of $1.00, (iv) one market maker, (v)

     300  stockholders,  (vi) at least  100,000  shares in the public  float and
(vii) 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.  The Company  has applied for a listing on Nasdaq of the  Securities
being  offered  hereby.  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.

     (t) Penny Stock  Regulation.  Broker-dealer  practices in  connection  with
transactions  in Apenny  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 February 1, 1997, 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. He was elected  President and
Chief  Executive  Officer  when  Robert  Melillo,  former  President  and  Chief
Executive Officer,  resigned. From May 1996 to January 1997, Mr. Rashbaum served
as  Secretary  and  Treasurer  of the  Corporation.  From  May  1996  until  its
dissolution, 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.  (AHBR@),  of  which  his  wife  is  the  sole
stockholder.  Mr.  Rashbaum  was a consultant  to Play Co. Toys &  Entertainment
Corp. (APlayco@), 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 to fill an  existing  vacancy in August
1997.  Prior  thereto,  from  June  1990 to March  1997,  Mr.  Frakes  was Chief
Financial  Officer  of  Urethane  Technologies,  Inc.  (AUTI@)  and  two  of its
subsidiaries:   Polymer   Development   Laboratories,   Inc.   (APDL@)  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

     Dan Stone,  61,  Chairman of the Board of  Breaking  Waves,  Inc.  from its
inception in 1991 until the  consummation  of the  Corporation=s  acquisition of
Breaking Waves, Inc. in September 1996 (Athe Acquisition@),  became a consultant
to  the  Corporation  in  September  1996.  Mr.  Stone=s  consulting   agreement
terminates on December 31, 1997. Mr. Stone has been the President and a Director
of D.  Stone  Industries,  Inc.  and Dan  Stone  Industries,  Inc.  since  their
inceptions in 1981 and 1991, respectively.

     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.  Assuming  the  Offering  is
consummated,  there will be 2,322,500 post-reverse split shares outstanding. All
numbers  reflected  herein and in the  footnotes  hereto  have been  adjusted to
reflect  the 1 for 3 reverse  split  which the  Company  effected on February 5,
1998: 
<TABLE>
<CAPTION>

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

<S>                                                                             <C>                                      <C>  
European Ventures Corp. (2)                                                     1,200,350                                51.7%
P.O. Box 47
Road Town, Tortola, British
Virgin Islands

Harold Rashbaum  (2)                                                               52,500 (3)                            2.3%
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>
<PAGE>
(footnotes from previous page)

     (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
Corporation'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.

     (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  Corporation=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  Corporation=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.






<PAGE>
     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.




Number of Shares Subscribed For: _________
Name:                                             
Subscription Paid: $_______
Title:


Stock Certificate to be made out as follows:




(Print name and address)



(Print social security number of Employer Id No.)