AGREEMENT
THIS AGREEMENT (the "Agreement") has been made and entered into as of
the day of October, 1996, by and among Affinity Entertainment, Inc. (the
"Seller" or "Affinity") and Baron Banker, Limited (the "Buyer" or "Baron
Banker"), each a "Party" and together the "Parties," Barry Kaplan, Esq., the
"Escrow Agent" and Pendragon Resources, L.L.C. ("Pendragon").
WITNESSETH:
WHEREAS, pursuant to the Offshore Securities Deferred Subscription
Agreement dated June 25, 1996 (the "Subscription Agreement") between the
Parties, Seller sold to the Buyer four million (4,000,000) shares of the Common
Stock of Seller and (the "Shares") at ten dollars ($10.00) per share discounted
at four percent (4.0%) upon completion of the offering, payable in United States
dollars for a total consideration of forty million dollars ($40,000,000); and
WHEREAS, Section 10 of the Subscription Agreement provides in part that
the Subscription Agreement "is subject to the marginability of the entire taking
value of the Shares and not being less than thirteen (13) million dollars"; and
WHEREAS, Baron Banker has to date been unable to margin the Shares for
thirteen (13) million dollars or more;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties, intending to be legally bound, agree as follows:
1. Upon execution of this Agreement by the Parties, the Escrow Agent
and Pendragon, L.L.C., the Subscription Agreement between the
Parties shall be deemed immediately terminated.
2. Baron Banker shall return the stock certificates representing the
Shares to Affinity within three (3) business days of such
termination.
3. Within three (3) business days of the receipt of the stock
certificates representing the Shares, Affinity shall return the
Promissory Note dated June 25, 1996 to the Baron Banker marked
"Cancelled."
4. Upon receipt of the Promissory Note by Baron Banker, the Escrow
Agreement dated June 25, 1996 between the Parties and the Escrow
Agent, the Limited Power of Attorney Transaction Bank Account,
and the Limited Power of Attorney -Transaction Margin Account
shall be deemed immediately terminated and all parties shall be
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immediately relieved of their duties under the respective
agreements.
5. Upon receipt of the Promissory Note by Baron Banker, the
Memorandum of Agreement between the Parties and Pendragon
Resources, L.L.C. dated June 26, 1996 shall be deemed terminated
and all funds held in escrow pursuant to the Subscription
Agreement shall be returned to Pendragon Resources, L.L.C.
6. Until such time as the duties and obligations of the Parties, the
Escrow Agent and Pendragon Resources, L.L.C. are terminated
pursuant to this Agreement, the duties and obligations incurred
by the Parties, the Escrow Agent and Pendragon shall remain in
full force and effect.
7. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which shall constitute
one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the parties hereto as of the date first above written.
AFFINITY ENTERTAINMENT, INC. BARON BANKER LIMITED
(SELLER) (BUYER)
By: /s/ William J. Bosso By: /s/ J.P. Baron
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William J. Bosso J.P. Baron
President Chairman
October 21, 1996 October 21, 1996
ESCROW AGENT PENDRAGON RESOURCES, L.L.C.
By: /s/ Barry Kaplan By: /s/ Donald L. Walker
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Barry Kaplan, Esq. Donald L. Walker
October 21, 1996 President
October 21, 1996
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