AFFINITY ENTERTAINMENT INC
8-K, 1996-11-14
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                                    FORM 8-K



                       Securities and Exchange Commission

                             Washington, D.C. 20549



                                 CURRENT REPORT

                        Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934



        Date of Report (Date of earliest event reported) October 2, 1996


                          Affinity Entertainment, Inc.
                     Formerly Affinity Teleproductions, Inc.
             (Exact Name of Registrant as specified in its Charter)



     Delaware                0-12193                    22-2473403
- - --------------------------------------------------------------------------------
 (State or other          (Commission File              (IRS Employer
 Jurisdiction of              Number)                  Identification
 Incorporation)                                            Number)




15310 Amberly Drive, Suite 370, Tampa, FL                 33647
- - --------------------------------------------------------------------------------
(Address of Principal Executive Offices)               (Zip Code)



Registrant's Telephone Number, including area code: 813-975-8180




<PAGE>




Item 2. Acquisition of Disposition of Assets


a. Acquisition of Century Technologies, Inc.

     Pursuant to the Stock Acquisition Agreement (the "Agreement") dated October
31, 1996,  Affinity  Entertainment,  Inc. (the  "Company")  purchased a majority
interest in Century  Technologies,  Inc.  ("Century"),  a publicly held Colorado
Corporation  in  the  business  of  distributing  and  producing   entertainment
programming  for all  media on an  international  basis.  The  Company  now owns
approximately 74% of the outstanding common stock of Century.

     Under the terms of the Agreement, the Company purchased 37,500,000 Units of
Century.  Each Unit consists of one (1) share of Century  common stock at $.0001
par value ("Century  Common Stock") and one (1) common stock purchase warrant to
purchase  one (1)  share  of  Century  Common  Stock  at $2.00  per  share  (the
"Warrants"). The Units are immediately separable into their component parts.

     In  consideration  for the  transfer of the Units,  the Company  paid Three
Million  Dollars  ($3,000,000)  to Century  consisting of (i) the  conversion to
equity of Four Hundred Thousand Dollars  ($400,000) cash previously  advanced by
the Company to Century,  (ii) Two Hundred Thousand Dollars  ($200,000) cash, and
(iii) a negotiable one-year promissory note payable by the Company to Century in
the amount of Two  Million  Four  Hundred  Thousand  Dollars  ($2,400,000)  (the
"Promissory Note").

     The  Promissory  Note bears  interest at a rate of eight  percent  (8%) per
annum  and is  secured  by two (2)  shares  of  Class D  Preferred  Stock of the
Company, par value $1.00 (the "Class D Preferred Stock").  Each share of Class D
Preferred Stock shall be convertible into 750,000 shares of the Company's common
stock only in the event of default by the Company on the  Promissory  Note.  The
Class D Preferred  Stock is not entitled to any voting or dividend rights of any
kind. Notwithstanding the foregoing, the Company shall have the right to provide
such substitute collateral as the Company and Century may mutually agree upon in
writing. The Class D Preferred Stock will be held in escrow by Century's counsel
(the "Escrow  Agent") until such time as the Promissory  Note is paid in full or
substitute collateral is provided by the Company.

     The Company intends to issue a dividend to each of its shareholders as of a
record date to be  determined  of one (1) Century  Unit for each share of common
stock of the Company. No such dividend has been declared as of yet.

                                      - 2 -


<PAGE>

     The  Company  believes  that the  acquisition  of Century  will  enable the
Company to implement  its business plan of becoming  heavily  vested in the U.S.
and foreign distribution of both feature films and television programming.


b. Cancellation of Common Stock Subscription

     On October 21, 1996, the equity private placement with Baron Banker Limited
("Baron") was terminated by mutual agreement of the parties.

     Under the terms of the original agreement,  Affinity had sold to Baron four
million  (4,000,000)  shares (the  "Shares")  of the Common Stock at ten dollars
($10.00)  per  share  for  total   consideration   of  forty   million   dollars
($40,000,000).  Two  Million  Dollars  ($2,000,000)  was paid by Baron  upon the
closing  of the  transaction  and held in  escrow  pending  Baron's  ability  to
successfully  margin the Shares.  The  remaining  Thirty Eight  Million  Dollars
($38,000,000) was paid in the form of a promissory note (the "Promissory Note"),
not bearing interest, to be paid monthly over a seventeen month period.

     Upon  receipt by the  Company of the stock  certificates  representing  the
Shares  from the  escrow  agent for the  transaction,  the Two  Million  Dollars
($2,000,000)  paid by Baron  was  returned  to  Baron  and the  Promissory  Note
cancelled by the  Company.  Both  Affinity  and Baron have been  relieved of all
duties and obligations under the agreements between the parties.

     As a result of the  termination,  the four  million  (4,000,000)  shares of
Common Stock of the Company purchased by Baron have been returned to the Company
and retired leaving 8,284,217 shares of common stock issued and outstanding. The
termination  of the  Agreement  will not result in any changes to either the Net
Total  Assets or to the Net  Stockholder's  Equity of the Company as reported in
the  Company's  Quarterly  Report on Form 10-QSB for the three months ended June
30, 1996.



                                      - 3 -


<PAGE>



Item 5. Other Events

     On April 16, 1996, the Company rescinded the Agreement of Sale dated May 8,
1993 (the "Agreement") between Thoro-Cap, Inc., now Affinity Entertainment, Inc.
(the "Company"),  and Access America,  Inc., and cancelled the 100,000 shares of
Convertible Preferred Stock issued in connection with this Agreement.

     Access  America  filed suit in Delaware  Chancery  Court on October 2, 1996
requesting the issuance of 100,000  shares of preferred  stock and conversion of
these preferred  shares into $5,000,000 worth of the common stock of the Company
up to a maximum of 9% of the outstanding  common stock of the Company.  Although
the Company believes that it will ultimately  prevail in this matter,  there can
be no  assurance  that this will be the case or that a material  adverse  effect
will not result.

Item 7. Financial Statements and Exhibits

     (a) Financial Statements

          (1) Financial Statements of Century Technologies, Inc.*

          * Incorporated by reference to the Quarterly  Report on Form 10-QSB of
            Century Technologies, Inc. for the three months ended June 30, 1996.

     (b) Exhibits

          10.01   Stock  Acquisition  Agreement  dated  October 31, 1996 between
                  Affinity Entertainment, Inc. and Century Technologies, Inc.

          10.02   Escrow  Agreement  dated  October  31, 1996  between  Affinity
                  Entertainment,  Inc., Century  Technologies,  Inc. and Wilson,
                  Elser, Moskowitz, Edelman & Dicker.

          10.03   Promissory   Note  dated   October   31,   1996  by   Affinity
                  Entertainment, Inc. payable to Century Technologies, Inc.

          10.04   Agreement between Affinity  Entertainment,  Inc., Baron Banker
                  Limited,  Barry Kaplan, Esq. and Pendragon  Resources,  L.L.C.
                  dated October 21, 1996.




                                      - 4 -


<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date:     November 12, 1996               AFFINITY ENTERTAINMENT, INC.



                                          By:  /s/ William J. Bosso
                                               ----------------------------
                                               William J. Bosso
                                               President


                                      - 5 -


<PAGE>












                           STOCK ACQUISITION AGREEMENT


                                     Between


                          AFFINITY ENTERTAINMENT, INC.

                                    AS BUYER


                                       and


                           CENTURY TECHNOLOGIES, INC.

                                    AS SELLER





<PAGE>


                           STOCK ACQUISITION AGREEMENT


     THIS STOCK  ACQUISITION  AGREEMENT (the  "Agreement") is entered into as of
October  31,  1996,  by and  among  Century  Technologies,  Inc.  ("Century"  or
"Seller"), a Colorado corporation, and Affinity Entertainment,  Inc. ("Affinity"
or "Buyer"), a Delaware corporation.


                                R E C I T A L S:

     A. Affinity desires to acquire  Thirty-Seven  Million Five Hundred Thousand
(37,500,000)  Units,  at $0.08 per Unit, each of which consists of one (1) share
of Century Common Stock at .00001 par value ("Century Common Stock") and one (1)
Warrant to purchase one (1) share of Century Common Stock, at $2.00, pursuant to
the transactions contemplated by this Agreement; and

     B. Century is willing to sell to Affinity Thirty-Seven Million Five Hundred
Thousand  (37,500,000)  unregistered  Units on the terms and  conditions of this
Agreement.

     NOW,  THEREFORE,  in  consideration of the premises and the mutual promises
herein  made,  and in  consideration  of the  representations,  warranties,  and
covenants herein contained, Century and Affinity agree as follows:

     1. Recitals and Definitions.

          a. The foregoing  recitals are true and correct,  and are incorporated
     herein and made a part hereof.

          b. For  purposes  of this  Agreement,  the terms set forth below shall
     have the following meanings:

     "Adverse  Consequences"  means all adverse  charges,  complaints,  notices,
actions,  suits,  proceedings,   hearings,   investigations,   claims,  demands,
judgments, orders decrees, stipulations,  injunctions, damages, dues, penalties,
fines,  costs,  amounts paid in  settlement,  liabilities,  obligations,  taxes,
liens, losses, expenses, and fees, including all
attorneys'   fees  and


<PAGE>

court costs,  in any court or  quasi-judicial  or  administrative  agency of any
federal, state, local or foreign jurisdiction or before an arbitrator.

     "Affiliate"   has  the  meaning   thereof  set  forth  in  the  regulations
promulgated under the Securities Exchange Act.

     "Affinity  Convertible  Preferred  Stock"  has the  meaning  set  forth  in
ss.2(b)(iii) below.

     "Basis" means any past or present fact,  situation,  circumstance,  status,
condition,  activity,  practice,  plan,  occurrence,  event,  incident,  action,
failure  to act,  or  transaction  that  forms or could  form the  basis for any
specified consequence.

     "Closing" has the meaning set forth in ss.2(d) below.

     "Closing Date" has the meaning set forth in ss.2(d) below.

     "Century Common Stock" has the meaning set forth in the preface above.

     "Disclosure Schedule" has the meaning set forth in ss.3 below.

     "Financial Statements" has the meaning set forth in ss.3(e) below.

     "GAAP" means United States generally accepted  accounting  principles as in
effect from time to time.

     "Knowledge" means actual knowledge after reasonable investigation.

     "Law(s)" shall mean any statute,  regulation,  rule,  judgment,  ordinance,
order,  decree,  stipulation,  injunction,  charge, or other restrictions of any
federal, state or local government, governmental agency or court.

     "Liability" means any liability (whether known or unknown, whether absolute
or contingent,  whether liquidated or unliquidated, and whether due or to become
due), including any liability for taxes.

     "Material  Adverse Effect" means an adverse effect of $100,000 or more upon
the  business,  operations,   properties,  assets  or  condition  (financial  or
otherwise)  of  Century  except  as  otherwise  specifically  provided  in  this
Agreement.  In  determining  whether  any  individual  event  would  result in a
Material Adverse Effect, notwithstanding that such event does not of itself have
such effect,  a Material  Adverse Effect shall be deemed to have occurred in the
cumulative  effect of such event and all other then existing events would result
in an  adverse  effect  of  $250,000  or more  upon  the  business,  operations,
properties,  assets or condition (financial or otherwise), of Century, except as
otherwise specifically provided in this Agreement.


                                  - 2 -
<PAGE>

     "Most Recent  Balance Sheet" means the balance sheet  contained  within the
Most Recent Financial Statements, as identified in paragraph 3(e) below.

     "Most Recent Fiscal Year End" has the meaning set forth in ss.3(e) below.

     "Most  Recent Form 10-K" means the Form 10-K filed by Century  with the SEC
for the fiscal year ending on December 31, 1995.

     "Ordinary  Course of  Business"  means  the  ordinary  course  of  business
consistent with past custom and practice (including with respect to quantity and
frequency).

     "SEC" means the Securities and Exchange Commission.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Securities Exchange Act" means the Securities Exchange Act of 1934.

     "Security  Interest"  means  any  mortgage,   pledge,   security  interest,
encumbrance,  charge or other  lien,  other than (a)  construction,  mechanic's,
materialmen's,  and similar liens,  (b) liens for Taxes not yet due and payable,
(c) liens arising under  worker's  compensation,  unemployment  insurance,social
security,  retirement, and similar legislation,  (d) liens arising in connection
with sales of foreign  receivables,  (e) purchase money liens and liens securing
rental payments under capital lease arrangements, and (f) other liens arising in
the  Ordinary  Course  of  Business  and not  incurred  in  connection  with the
borrowing of money.

     "Subsidiary"  means any corporation with respect to which another specified
corporation has the power to vote or direct the voting of sufficient  securities
to elect a majority of the directors.

     "Tax" means any federal,  state,  local or foreign income,  gross receipts,
capital stock, franchise, profits, withholding,  social security,  unemployment,
disability, Real Property,personal  property, stamp, excise, occupation,  sales,
use,  transfer,  value  added,  alternative  minimum,  estimated,  or other tax,
including any interest, penalty, or additional thereof, whether disputed or not.

     "Unit" means (a) one  restricted  share of Century  Common Stock and (b)one
Warrant which shall  entitle the holder to purchase one share of Century  Common
Stock at $2.00  per  share on or  before  December  31,  2001.  Each Unit may be
separated into its component parts by the holder immediately upon issuance.

     2. Basic Transaction.

          a.  Purchase  and Sale of Century  Securities.  On and  subject to the
     terms and conditions of this  Agreement,  Affinity  agrees to purchase from
     Century, and Century agrees to

                                      - 3 -

<PAGE>

     sell and deliver to Affinity  Thirty-Seven  Million Five  Hundred  Thousand
     (37,500,000)  restricted  Units of Century Common Stock in exchange for the
     consideration set forth below.

          b.   Consideration   for  the  Units  of  Century  Common  Stock.   In
     consideration  for Century's  transfer of the Units of Century Common Stock
     to Affinity,  Affinity agrees to pay Three Million Dollars  ($3,000,000) as
     follows:

               (i)  Conversion  to  Equity  of  Monies  Previously  Advanced  to
          Century.  Prior to the execution hereof,  Affinity advanced to Century
          the sum of Four Hundred  Thousand  Dollars and 00/100  ($400,000).  In
          exchange for the advancement of such funds to Century,  Century agrees
          to issue to Affinity Five Million (5,000,000) Units.

               (ii) Cash.  In exchange  for the issue to Affinity of Two Million
          Five Hundred Thousand (2,500,000) Units, Affinity agrees to deliver to
          Century,  within one (1) day of the  Closing,  the sum of Two  Hundred
          Thousand  Dollars (US  $200,000),  payable by  certified  or cashiers'
          check.

               (iii)  Promissory  Note. In exchange for the transfer to Affinity
          of Thirty Million  (30,000,000)  Units,  Affinity agrees to deliver to
          Century, at the Closing, a negotiable one-year promissory note (in the
          form attached hereto as Exhibit "A") payable to Century, in the amount
          of Two Million  Four Hundred  Thousand  Dollars  ($2,400,000)  bearing
          interest at the rate of eight percent (8%) per annum (the  "Promissory
          Note") and  secured by two (2)  shares of  validly  issued  restricted
          Affinity Convertible Preferred Stock ("Affinity  Convertible Preferred
          Stock")  to be held in escrow by  Century's  counsel,  Wilson,  Elser,
          Moskowitz,  Edelman & Dicker,  as Escrow Agent,  pursuant to an Escrow
          Agreement in the form attached  hereto as Exhibit "B".  Affinity shall
          deliver the Affinity  Convertible  Preferred Stock to the Escrow Agent
          within ten (10) business days of the Closing. The Affinity Convertible
          Preferred  Stock securing the Promissory  Note shall be represented by
          two (2) certificates,  with each certificate evidencing one restricted
          share of Affinity Convertible  Preferred Stock. Each share of Affinity
          Convertible Preferred Stock may be converted,  at the holder's option,
          into Seven  Hundred  Fifty  Thousand  (750,000)  shares of  restricted
          Affinity  Common  Stock  upon  a  default  of  the  Promissory   Note.
          Notwithstanding  the  foregoing,  Affinity  shall  have  the  right to
          provide, by assignment to the Escrow Agent, such substitute collateral
          as Century and Affinity may mutually agree upon in writing.

     c.  Deliveries  at Closing.  Except as indicated  below,  at the closing of
these transactions:

               (i) Buyer shall deliver the following to Seller:


                    A. Within one (1) day of the Closing, written acknowledgment
               of the conversion to equity of the Four Hundred  Thousand Dollars
               ($400,000) previously advanced to Century by Affinity.

                                      - 4 -
<PAGE>
                    B. Within one (1) day of the Closing, any and all Promissory
               Notes previously  issued by Seller to Buyer,  whether or not such
               Promissory  Notes are delivered they will be deemed  cancelled as
               of the Closing.

                    C. Within one (1) day of the Closing, the sum of Two Hundred
               Thousand  Dollars  (US  $200,000),  payable  to Century by either
               certified or cashiers' check.

                    D. A promissory note payable to Seller, in the amount of Two
               Million Four Hundred Thousand Dollars  ($2,400,000),  in the form
               attached hereto as Exhibit "A";

               (ii) Seller shall  deliver to Buyer within ten (10) business days
          of the Closing  certificates  representing  Thirty-Seven  Million Five
          Hundred Thousand (37,500,000) Units.

     d. The  Closing.  The  closing  of the  transactions  contemplated  by this
Agreement (the "Closing") shall take place at the offices of Century's attorney,
Wilson, Elser, Moskowitz,  Edelman & Dicker, Miami, Florida, commencing at 10:00
a.m. local time on October 31, 1996,  unless  changed,  by written  agreement of
Century and Affinity (the "Closing Date").

     e.  Investigation  Period.  Affinity  shall have until 5:00 p.m.,  EDT,  on
October  29, 1996 (the  "Investigation  Period") to perform at its sole cost and
expense such due diligence  investigation of Century as Affinity deems necessary
or  desirable in its sole  discretion,  so long as such  investigation  does not
interfere with the normal  business  operations of Century.  Century shall allow
Affinity access to all information and sites pertaining to Century business that
Affinity deems necessary to perform its due diligence investigation.  During the
Investigation  Period,  Century  shall  provide  Affinity  with  copies  of  all
documents  in its  possession  or subject to its control  relating to  Century's
business that are requested by Affinity and in the control of Century.  Affinity
shall have access to, and Century shall provide copies of, all books and records
of Century relating to Century's business.  Century shall use its best effort to
make  available to Affinity its managers and personnel  and outside  consultants
who have been employed by Century with respect to the planning,  development and
operation of Century business for consultation upon notice from Affinity.

     All information  provided by Century to Affinity  during the  Investigation
Period shall be held in strict confidence by Affinity.  Affinity shall treat the
information  with respect as to Century as  proprietary  and shall  protect such
information in the same manner as it protects its own  proprietary  information.
Furthermore,  Affinity shall limit access to such information concerning Century
to its management personnel;  its consultants;  and its legal counsel.  Affinity
shall not, any time or in any manner,  either  directly or indirectly,  divulge,
disclose or communicate to any third person any information received pursuant to
this Agreement  concerning any matters  affecting or relating to the business of
Century, including,  without limitation, the generality of the foregoing, any of
its customers or any other information  concerning the business of Century,  its
manners of  operation,  its plans,  its  processes,  or its other data,  without
regard to  whether  any or all of the  foregoing  shall be deemed  confidential,
material  or  important.  Affinity  agrees  that  any and  all of the  foregoing
information  is important,  material and  confidential  and

                                     - 6 -
<PAGE>

gravely affects the effective and successful conduct of the business of Century.
If this  Agreement is terminated  for whatever  reason,  the  provisions of this
paragraph  shall survive the  termination  of this  Agreement and shall continue
forever.  Affinity shall, upon such termination,  return or cause to be returned
all copies of documents and other  information  provided to it, its consultants,
or its legal counsel pursuant to this Agreement and shall destroy any additional
photocopies of such documents or information that any of them may have made.

     Affinity,  in its sole and  absolute  discretion,  shall  have the right to
cancel  this  Agreement  upon  written  notice to Century at any time during the
Investigation  Period  because  of  information  that  it  obtained  during  the
Investigation Period. If Affinity terminates this Agreement in such manner, this
Agreement shall be of no further force and effect and all rights and obligations
of the parties hereto shall terminate  without liability to any party. The terms
of this ss.2(f)  pertaining to information  provided to Affinity pursuant to the
terms of this  Agreement  shall not terminate and shall remain in full force and
effect.

     3. Representations and Warranties of Seller.

     Century  represents and warrants to Affinity that the statements  contained
in this ss.3 are correct and  complete  as of the date of this  Agreement,  will
remain  correct and complete from the date of this  Agreement  until the Closing
Date and will be correct and  complete  as of the  Closing  Date (as though made
then and as  though  the  Closing  Date  were  substituted  for the date of this
Agreement  throughout this ss.3),  except as specifically set forth herein or in
the disclosure schedule accompanying this Agreement and initialed by Century and
Affinity (the "Disclosure  Schedule").  This portion of the Disclosure  Schedule
will be  arranged in  paragraphs  corresponding  to the  lettered  and  numbered
paragraphs contained in this ss.3 and will be delivered at the time of execution
and  delivery of this  Agreement.  Any item  disclosed  in one  paragraph of the
Disclosure  Schedule  shall  be  deemed  to be  disclosed  for  purposes  of all
applicable paragraphs contained in this ss.3.

          a.  Organization of Seller.  Century is a corporation  duly organized,
     validly  existing and in good standing under the Laws of Colorado and is in
     good  standing  and  qualified  to do  business  under  the  laws  of  each
     jurisdiction  in which  the  nature of its  business  or the  ownership  or
     leasing of its  properties  requires such  qualification.  Century has full
     power and  authority to carry on the business in which it is engaged and to
     own and use the properties owned, leased and used by it. True, complete and
     correct  copies of  Century's  Articles  of  Incorporation  and  Bylaws are
     attached as ss.3(a) of the Disclosure Schedule.

          b. Capitalization.  The authorized capitalization of Century is as set
     forth in Century's Most Recent Form 10-K. All outstanding  shares have been
     duly  authorized,  validly issued,  and are fully paid and  non-assessable.
     Except  as set forth in  Century's  Most  Recent  Form  10-K,  there are no
     outstanding  or  presently  authorized  securities,   warrants,  preemptive
     rights, subscription rights, options, stock appreciation rights, or related
     commitments  or  agreements  of  any  nature  to  issue  any  of  Century's
     securities. The holders of the outstanding shares will have no appraisal or
     dissenters' rights in connection with the transactions contemplated by this
     Agreement.

                                     - 6 -
<PAGE>

          c. Authorization of Transaction.  Century has full corporate power and
     authority  to  execute  and  deliver  this  Agreement  and to  perform  its
     obligations  hereunder.  Without  limiting the generality of the foregoing,
     the Board of  Directors  of Century  has fully  authorized  the  execution,
     delivery  and  performance  of this  Agreement by Century.  This  Agreement
     constitutes   the  valid  and  legally   binding   obligation  of  Century,
     enforceable  in accordance  with its terms and  conditions,  subject to the
     effect of (i) bankruptcy, insolvency,  reorganization,  moratorium or other
     similar laws  affecting the rights and remedies of creditors  generally and
     (ii) general principles of equity.

          d.  Noncontravention.  Neither the  execution and the delivery of this
     Agreement,  nor the  consummation of the transactions  contemplated  hereby
     will (i) violate any Law to which  Century is subject to, any  provision of
     the Articles of Incorporation or Bylaws of Century;  or (ii) conflict with,
     result  in  a  breach  of,  constitute  a  default  under,  result  in  the
     acceleration  of, create in any party the right to  accelerate,  terminate,
     modify, or cancel, or require any notice of any contract,  lease, sublease,
     license, sublicense,  franchise,  permit, indenture,  agreement or mortgage
     for borrowed money,instrument or indebtedness,  Security Interest, or other
     arrangement  to which  Century  is a party  to,  by which it is bound or to
     which any of its  assets is  subject,  or result in the  imposition  of any
     Security Interest upon any of its assets.  Century need not give any notice
     to, make any filing with, or obtain any authorization,  consent or approval
     of any government or  governmental  agency to consummate  the  transactions
     contemplated by this Agreement.

          e. Financial Statements. Century has previously provided Affinity with
     the   following   financial   statements   (collectively   the   "Financial
     Statements"):  (i) audited  consolidated  balance  sheets and statements of
     income,  changes in stockholders'  equity, and cash flows as of and for the
     fiscal year ended  December 31, 1995 (the "Most Recent Fiscal Year End") of
     Century;  and (ii) unaudited  consolidated balance sheets and statements of
     income,  changes in  stockholders'  equity and cash flows as of and for the
     six (6) months  ended June 30, 1996.  The  Financial  Statements  have been
     prepared in accordance with GAAP applied on a consistent  basis  throughout
     the periods covered thereby,  are correct and complete,  and are consistent
     with the books and records of Century  (which books and records are correct
     and complete).

          f. Events Subsequent. Since the Most Recent Form 10-K was filed, there
     has not been any change in the  assets,  Liabilities,  business,  financial
     condition,  operations,  results  of  operations,  or future  prospects  of
     Century taken as a whole that,  either  individually or together with other
     changes, has caused a Material Adverse Effect.

          g. Undisclosed Liabilities.  Century has no Liability (and there is no
     Basis for any present or future Adverse  Consequence against Century giving
     rise to any Liability)  that would  constitute a Material  Adverse  Effect,
     except for (i) Liabilities set forth on the face of the Most Recent Balance
     Sheet,  (ii) Liabilities  which have arisen after the Most Recent Form 10-K
     was filed in the Ordinary  Course of Business (none of which relates to any
     breach of contract, breach of warranty, tort, infringement, or violation of
     law  or  arose  out of  any  Adverse  Consequence)  and  (iii)  Liabilities
     disclosed in the footnotes to Century's audited financial  statements as of
     the Most Recent Fiscal Year End and for the period then ended.


                                     - 7 -

<PAGE>

          h. Tax Matters. Although Century has not prepared or filed Tax reports
     for the calendar tax years 1994 and 1995, Century has no federal,  state or
     local Tax Liability.

          i. Title to Assets.  Century has good and  marketable  title to all of
     its assets, free and clear of any Security Interest.

          j. Notes and Accounts Receivable. All notes and accounts receivable of
     Century  and its  Subsidiaries  are  reflected  properly on their books and
     records  in all  material  respects,  are valid  receivables  subject to no
     material set-offs or  counterclaims,  are presently current and collectible
     in all material  respects,  and will be collected in accordance  with their
     terms and their recorded amounts, subject only to the reserve for bad debts
     set forth on the face of the Most Recent  Balance Sheet (rather than in any
     notes  thereto),  as adjusted  for the passage of time  through the Closing
     Date in accordance with the past custom and practice of Century.

          k.  Litigation.  ss.3(k) of the  Disclosure  Schedule  sets forth each
     instance in which Century or any of its  Subsidiaries (i) is subject to any
     Adverse  Consequences  that would constitute a Material Adverse Effect,  or
     (ii) is a party or, to the Knowledge of any of the directors and officer of
     Century,  is threatened to be made a party to any Adverse  Consequence that
     would  constitute a Material  Adverse  Effect.  None of the  directors  and
     officers of Century believes that any other Adverse  Consequence that would
     constitute a Material  Adverse Effect may be brought or threatened  against
     Century.

          l.  Employees.  To the  Knowledge of any of the directors and officers
     and employees with responsibility for employment matters of Century, no key
     employee or group of employees has any plans to terminate  employment  with
     Century.  Century is not a party to or bound by any  collective  bargaining
     agreement, nor has it experienced any strikes, grievances, claims of unfair
     labor practices,  or other collective bargaining disputes.  Century has not
     committed any unfair labor practice.  None of the directors and officer and
     employees with  responsibility  for  employment  matters of Century has any
     Knowledge of any  organizational  effort presently being made or threatened
     by or on behalf of any labor union with respect to employees of Century.

          m.  Guaranties.  Century is not a guarantor or otherwise is liable for
     any Liability or obligation  (including  indebtedness)  of any other person
     that would constitute a Material Adverse Effect.

          n. Legal Compliance.

               (i) Except as set forth in  paragraph  3(o)  below,  Century  has
          complied  in all  material  respects  with  all  Laws  and no  Adverse
          Consequence has been filed or commenced  against Century  alleging any
          failure to comply  with such Law that  would  have a Material  Adverse
          Effect.

               (ii) Century has not:


                                - 8 -

<PAGE>


               (a) made or agreed to make any contribution,  payment, or gift of
          funds or property to any  governmental  official,  employee,  or agent
          where either the contribution, payment, or gift or the purpose thereof
          was illegal under the Law;

               (b)  established or maintained  any unrecorded  fund or asset for
          any purpose, or made any false entries on any books or records for any
          reason; or

               (c) made or agreed to make any  contribution,  or reimbursed  any
          political  gift or  contribution  made  by any  other  person,  to any
          candidate for federal, state, local, or foreign public office.

          o. Securities Exchange Act Compliance.  Except as set forth in ss.3(o)
     of the Disclosure Schedule,  Century has filed all documents required to be
     filed by it with the SEC  pursuant to the  Securities  Exchange Act through
     December  31,  1995.  Century  is not,  as of the  date of this  Agreement,
     current in its required  filings with the SEC.  Century  shall use its best
     efforts to become  current in its  periodic  filings  with the SEC within a
     reasonable  period of time.  None of such  documents  contained  any untrue
     statement of a material  fact or omitted to state a material  fact required
     to be stated therein or necessary to make the statements  made therein,  in
     light of the circumstances under which they made, not misleading,  provided
     that  information as of a later date shall be deemed to modify  information
     as of an earlier date.

          p.  Brokers'  or  Contingency  Fees.   Century  has  no  Liability  or
     obligation to pay any fees or commissions to any broker,  finder,  or agent
     with respect to the transactions contemplated by this Agreement.

          q. Disclosure.  The representations  and warranties  contained in this
     ss.3 do not contain  any untrue  statements  of a material  fact or omit to
     state any  material  fact  necessary  in order to make the  statements  and
     information contained in this ss.3 not misleading.

          r. Registration. Seller agrees that, at Buyer's sole cost and expense,
     it  will  file  with  the  SEC  a  registration   statement  including  the
     Thirty-Seven Million Five Hundred Thousand  (37,500,000) Units being issued
     to Affinity pursuant to this Agreement, or a lesser number of such Units to
     be determined by Affinity, within One Hundred Twenty (120) days of the date
     of this  Agreement.  Seller further agrees to use its best efforts in order
     to cause such registration  statement to become  effective.  Seller further
     agrees that  Seller's  counsel  shall  perform the required  Blue Sky legal
     services at Buyer's sole cost and  expense.  In this  connection,  Blue Sky
     applications  shall be made in such  states and  jurisdictions  as shall be
     requested by the Buyer and Seller shall use its best efforts to register or
     qualify, or secure an exemption from registration or qualification,  in all
     such states.

     4. Representations and Warranties of Buyer.

     Affinity  represents and warrants to Century that the statements  contained
in this ss.4 are correct and  complete  as of the date of this  Agreement,  will
remain  correct and complete from the date of this  Agreement  until the Closing
Date and will be correct and  complete  as of the  Closing 

                                     - 9 -

<PAGE>


Date (as though made then) and as though the Closing Date were  substituted  for
the date of this Agreement throughout ss.4.

          a.  Organization  of Buyer.  Affinity is corporation  duly  organized,
     validly  existing,  and in good  standing  under  the Laws of the  State of
     Delaware.

          b. Authorization of Transaction. Affinity has full corporate power and
     authority  to  execute  and  deliver  this  Agreement  and to  perform  its
     obligations  hereunder.  Without  limiting the generality of the foregoing,
     the Board of  Directors  of Affinity has fully  authorized  the  execution,
     delivery and  performance  of this  Agreement by Affinity.  This  Agreement
     constitutes  the  valid  and  legally   binding   obligation  of  Affinity,
     enforceable  in accordance  with its terms and  conditions,  subject to the
     effect of (i) bankruptcy, insolvency,  reorganization,  moratorium or other
     similar laws  affecting the rights and remedies of creditors  generally and
     (ii) general principles of equity.

          c.  Noncontravention.  Neither the  execution and the delivery of this
     Agreement,  nor the  consummation of the transactions  contemplated  hereby
     will (i) violate any Law to which  Affinity is subject to any  provision of
     its  Bylaws or  charter;  or (ii)  conflict  with,  result in a breach  of,
     constitute a default under,  result in the  acceleration  of, create in any
     party the right to accelerate, terminate, modify, or cancel, or require any
     notice of any contract, lease, sublease,  license,  sublicense,  franchise,
     permit,  indenture,  agreement or mortgage for borrowed money,instrument or
     indebtedness,  Security Interest, or other arrangement to which Affinity is
     a party of by which it is bound or to which any of its  assets is  subject,
     or  result  in the  imposition  of any  Security  Interest  upon any of its
     assets.  Affinity  need not give any notice to,  make any filing  with,  or
     obtain  any  authorization,  consent  or  approval  of  any  government  or
     governmental  agency to consummate the  transactions  contemplated  by this
     Agreement.

          d. Exemption from Registration.  Affinity acknowledges that the Units,
     Warrants  and shares of Century  Common  Stock being  purchased by Affinity
     pursuant to this Agreement  will be issued in accordance  with an exemption
     from the registration  requirements  under the Securities Act and that such
     shares cannot be sold,  assigned,  transferred,  hypothecated  or otherwise
     disposed of,  unless they are included in a  registration  statement  filed
     with, and declared  effective by, the SEC, or if in the opinion of counsel,
     satisfactory to Century, an exemption from the registration requirements is
     available. Affinity further acknowledges that, for the Century Common Stock
     to  be  publicly  sold  by  Affinity,  absent  inclusion  in  an  effective
     registration  statement,  Affinity  would  have to  comply  with  Rule 144,
     promulgated  under the Securities  Act, which Rule, as currently in effect,
     requires among other things, the satisfaction of a two-year holding period.

          e. Brokers'  Fees.  Affinity has no Liability or obligation to pay any
     fees or  commissions  to any broker,  finder,  or agent with respect to the
     transactions contemplated by this Agreement.

                                     - 10 -
<PAGE>


          f. Legal Compliance.

               (i) Affinity has complied in all material  respects with all Laws
          and no  Adverse  Consequence  has  been  filed  or  commenced  against
          Affinity  alleging any failure to comply with such Law that would have
          a Material  Adverse  Effect,  except as  disclosed in  Affinity's  SEC
          filings or otherwise disclosed in writing to Century.

               (ii) Affinity has not:

                    (a) made or agreed  to make any  contribution,  payment,  or
          gift of funds or property to any governmental  official,  employee, or
          agent where either the contribution,  payment,  or gift or the purpose
          thereof was illegal under the Law;

                    (b)  established or maintained any unrecorded  fund or asset
          for any purpose, or made any false entries on any books or records for
          any reason; or

                    (c) made or agreed to make any  contribution,  or reimbursed
          any political gift or  contribution  made by any other person,  to any
          candidate for federal, state, local, or foreign public office.

          g.  Securities  Exchange  Act  Compliance.   Affinity  has  filed  all
     documents  required  to be  filed  by it  with  the  SEC  pursuant  to  the
     Securities  Exchange  Act through  June 30,  1996.  None of such  documents
     contained  any untrue  statement  of a material  fact or omitted to state a
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements  made therein,  in light of the  circumstances  under which they
     made, not misleading, provided that information as of a later date shall be
     deemed to modify information as of an earlier date.

          h.  Payment  of  Registration  Costs.   Affinity  agrees  to  pay  all
     reasonable and customary costs and expenses  incurred by Seller to register
     up to 37,500,000 Units being issued to Affinity pursuant to this Agreement.

          i. Disclosure.  The representations  and warranties  contained in this
     ss.4 do not contain  any untrue  statements  of a material  fact or omit to
     state any  material  fact  necessary  in order to make the  statements  and
     information contained in this ss.4 not misleading.

     5. Pre-Closing Covenants.

     Century and Affinity  agree as follows  with respect to the period  between
the execution of this Agreement and the Closing:

          a.  General.  Century and  Affinity  will each use its best efforts to
     take all action and to do all things  necessary,  proper,  or  advisable to
     consummate  and  make  effective  the  transactions  contemplated  by  this
     Agreement  (including  satisfying the closing  conditions set forth in ss.6
     below).

                                     - 11 -
<PAGE>

          b. Full  Access.  Century will permit  representatives  of Affinity to
     have full  access  at all  reasonable  times,  and in a manner so as not to
     interfere  with normal  business  operations  of Century,  to all premises,
     properties,  books,  records,  contracts,  tax  records,  and  documents of
     Century  pertaining to Century or any of its Subsidiaries.  Any information
     obtained  by Affinity  from such  access  shall be subject to the terms and
     conditions of ss.2(f) of this Agreement.

          c. Notice of Developments.  Century will give prompt written notice to
     Affinity of any material  developments  affecting the assets,  Liabilities,
     business, financial condition,  operations, results of operations or future
     prospects of Century.  Century and Affinity  will each give prompt  written
     notice to the other of any material  development  affecting  the ability of
     Century or Affinity to consummate  the  transactions  contemplated  by this
     Agreement.  No disclosure by either of Century or Affinity pursuant to this
     ss.5(c),  however,  shall be deemed to amend or supplement  the  Disclosure
     Schedule or to prevent or cure any  misrepresentation,  breach of warranty,
     or breach of covenant.

     6. Conditions to Obligation to Close.

          a.   Conditions to Obligation of Purchaser. The obligation of Affinity
               to  consummate  the   transactions  to  be  performed  by  it  in
               connection  with the  Closing is subject to  satisfaction  of the
               following conditions:

               (i) The  representations  and  warranties set forth in ss.3 above
          shall be true and  correct in all  material  respects at and as of the
          Closing Date;

               (ii) Century  shall have  performed  and complied with all of its
          covenants hereunder in all material respects through the Closing;

               (iii) No Adverse  Consequences  shall be  pending or  threatened,
          other than pending  legal  proceedings  disclosed in Century's  Annual
          Report on Form 10-K for the fiscal year ended  December 31,  1995,  or
          separately  listed  in ss.3 of the  Disclosure  Schedule,  wherein  an
          unfavorable determination would (a) prevent consummation of any of the
          transactions  contemplated by this Agreement,  or (b) cause any of the
          transactions  contemplated by this Agreement to be rescinded following
          consummation;

               (iv) The Board of  Directors of Century  shall have  approved the
          transactions contemplated by this Agreement;

               (v)  Century  shall have  delivered  to  Affinity  a  certificate
          (without qualification as to knowledge or materiality or otherwise) to
          the  effect   that  each  of  the   conditions   specified   above  in
          ss.6(a)(i)-(iv) is satisfied in all respects;

               (vi)  Affinity  shall have  received  from  counsel to Century an
          opinion  substantially  in the form of Exhibit "C" attached hereto and
          made a part hereof (the "Seller's Counsel Opinion Letter"),  addressed
          to Affinity and dated as of the Closing Date;

                                     - 12 -
<PAGE>

               (vii) all  actions  to be taken by  Century  in  connection  with
          consummation  of  the   transactions   contemplated   hereby  and  all
          certifications, opinions, instruments, and other documents required to
          effect  the  transactions   contemplated  hereby  will  be  reasonably
          satisfactory in form and substance to Affinity.

     Affinity may waive any condition specified in this ss.6(a) if it executes a
writing so stating at or prior to the Closing.

          b.  Conditions to Obligations of Seller.  The obligation of Century to
     consummate the  transactions  to be performed by it in connection  with the
     Closing is subject to satisfaction of the following conditions:

               (i) The  representations  and  warranties set forth in ss.4 above
          shall be true and  correct in all  material  respects at and as of the
          Closing Date;

               (ii) Affinity  shall have  performed and complied with all of its
          covenants hereunder in all material respects through the Closing;

               (iii) No Adverse  Consequences  shall be  pending or  threatened,
          wherein an unfavorable determination would (a) prevent consummation of
          any of the transactions  contemplated by this Agreement;  or (b) cause
          any of the transactions contemplated by this Agreement to be rescinded
          following consummation;

               (iv) The Board of Directors of Affinity  shall have  approved the
          transactions contemplated by this Agreement;

               (v)  Affinity  shall  have  delivered  to  Century a  certificate
          (without qualification as to knowledge or materiality or otherwise) to
          the  effect   that  each  of  the   conditions   specified   above  in
          ss.6(b)(i)-(iv) is satisfied in all respects;

               (vi)  Century  shall have  received  from  counsel to Affinity an
          opinion  substantially  in the form of Exhibit "D" attached hereto and
          made a part hereof (the "Buyer's Counsel Opinion  Letter"),  addressed
          to Century and dated as of the Closing Date;

               (vii) all  actions to be taken by  Affinity  in  connection  with
          consummation  of  the   transactions   contemplated   hereby  and  all
          certifications, opinions, instruments, and other documents required to
          effect  the  transactions   contemplated  hereby  will  be  reasonably
          satisfactory in form and substance to Century.

     Century may waive any condition  specified in this ss.6(b) if it executes a
writing so stating at or prior to the Closing.

                                     - 13 -


<PAGE>


     7. Termination.

          a.  Termination  of  Agreement.  This  Agreement  may be terminated as
     provided below:

               (i) Century and Affinity may terminate  this  Agreement by mutual
          written consent at any time prior to the Closing;

               (ii)  Affinity may  terminate  this  Agreement by giving  written
          notice to Century  at any time  prior to the  Closing if Century is in
          breach of any material representation, warranty, or covenant contained
          in this  Agreement in any material  respect and Century may  terminate
          this  Agreement by giving written notice to Affinity at any time prior
          to  the   Closing   if   Affinity   is  in  breach  of  any   material
          representation, warranty, or covenant contained in this Agreement;

               (iii)  Affinity may terminate  this  Agreement by giving  written
          notice to Century  before  5:00 p.m.,  EDT, on October  29,  1996,  in
          accordance  with ss.2(f) if Affinity is not satisfied with the results
          of its due diligence investigation regarding Century;

               (iv)  Affinity may  terminate  this  Agreement by giving  written
          notice to  Century at any time  prior to the  Closing  if the  Closing
          shall not have  occurred on or before the 30th day  following the date
          of this Agreement by reason of the failure of any condition  precedent
          under  ss.6(a)  hereof  (unless the  failure  results  primarily  from
          Affinity itself breaching any  representation,  warranty,  or covenant
          contained in this Agreement); or

               (v) Century may terminate this Agreement by giving written notice
          to Affinity at any time prior to the Closing if the Closing  shall not
          have  occurred  on or before the 30th day  following  the date of this
          Agreement by reason of the failure of any  condition  precedent  under
          ss.6(b)  hereof  (unless the failure  results  primarily  from Century
          itself breaching any representation,  warranty,  or covenant contained
          in this Agreement).

          b. Effect of Termination.  If this Agreement is terminated pursuant to
     ss.7(a)  above,  all  obligations  hereunder  of the parties  hereto  shall
     terminate without any Liability of any party to any other party (except for
     any  Liability of any party then in breach),  and except that the provision
     of ss.2(f)  pertaining to information  provided to Affinity pursuant to the
     terms of this Agreement  shall not terminate and shall remain in full force
     and effect.

     8. Indemnification.

          a.  Century  hereby   indemnifies  and  holds  harmless  Affinity  and
     Affinity's  officers,  directors,  shareholders,  employees,  and agents in
     respect  to any  and  all  Adverse  Consequences  incurred  by  Century  in
     connection with each and all of the following:

               (i) Any  misrepresentation  or  breach of any  representation  or
          warranty made by Century in this Agreement or in any Schedule or other
          document  attached  hereto or 

                                     - 14 -

<PAGE>

          delivered  to  Affinity  by  Century  or any  officer  of  Century  in
          connection with the transactions contemplated hereby;

               (ii) The  breach of any  covenant,  agreement  or  obligation  of
          Century  contained in this  Agreement  or any  Schedule  hereto or any
          other instrument specifically contemplated by this Agreement;

               (iii) Any misrepresentation contained in any statement in writing
          or  certificate  furnished  by an officer of Century  pursuant to this
          Agreement or in connection with the transactions  contemplated by this
          Agreement;

               (iv)  Any   misrepresentation  in  or  omission  from  any  list,
          Schedule,  certificate or other instrument required to be furnished or
          specifically  contemplated  to have been  furnished  pursuant  to this
          Agreement to Affinity or its authorized representatives;

               (v) Any litigation  involving Century or its subsidiaries because
          of the execution and delivery of this Agreement or the consummation of
          the transactions contemplated hereby.

          b.  Affinity  hereby   indemnifies  and  holds  harmless  Century  and
     Century's directors,  officers, employees, and agents in respect of any and
     all Adverse  Consequences  incurred by Affinity in connection with each and
     all of the following:

               (i) Any  misrepresentation  or  breach of any  representation  or
          warranty  made by Affinity in this  Agreement or in any  Schedule,  or
          other document  attached hereto or delivered to Century by Affinity or
          any  representative  in connection with the transactions  contemplated
          hereby;

               (ii) The breach of any  covenant,  agreement,  or  obligation  of
          Affinity  contained in this  Agreement  or any Schedule  hereto or any
          other instrument specifically contemplated by this Agreement;

               (iii) Any misrepresentation contained in any statement in writing
          furnished by a representative  of Affinity  pursuant to this Agreement
          or in connection with the transactions contemplated by this Agreement.

               (iv)  Any   misrepresentation  in  or  omission  from  any  list,
          Schedule,  certificate or other instrument required to be furnished or
          specifically  contemplated  to have been  furnished  pursuant  to this
          Agreement to Century or its authorized representatives;

               (v) Any litigation involving Affinity or its subsidiaries because
          of the execution and delivery of this Agreement or the consummation of
          the transactions contemplated hereby.

                                     - 15 -
      
<PAGE>

          c. Whenever any claims shall arise for indemnification  hereunder, the
     party seeking  indemnification  ("Indemnitee")  shall  promptly  notify the
     other  party  ("Indemnitor")  of the  claim  and,  when  known,  the  facts
     constituting  the basis for such  claim.  If any claim for  indemnification
     hereunder  results  from or is in  connection  with any  claim  or  Adverse
     Consequence by a person who is not a party to this Agreement  ("Third-Party
     Claim"),  such  notice  shall  also  specify,  if known,  the  amount or an
     estimate of the amount of the liability arising  therefrom.  The Indemnitee
     shall  give  the  other  party  prompt  notice  of any such  claim  and the
     Indemnitor  shall undertake the defense thereof by  representatives  of its
     own choosing,  reasonably satisfactory to the Indemnitee, at the expense of
     the Indemnitor.  The Indemnitee  shall have the right to participate in any
     such  defense  of a  Third-Party  Claim  with  advisory  counsel of its own
     choosing, at its own expense. If Indemnitor,  within a reasonable period of
     time after  notice of any such  Third-Party  Claim,  fails to  defend,  the
     Indemnitee or any subsidiary or affiliate of the Indemnitee  shall have the
     right  to  undertake   the  defense,   compromise  or  settlement  of  such
     Third-Party Claim on behalf of, and for the account of, Indemnitor,  at the
     expense  and  risk  of  Indemnitor.   Indemnitor  shall  not,  without  the
     Indemnitee's  written  consent,  settle or compromise any such  Third-Party
     Claim or  consent to entry of any  judgment  that does not  include,  as an
     unconditional terms thereof, the giving by the claimant or the plaintiff to
     Indemnitee  of an  unconditional  release from all  liability in respect to
     such  Third-Party  Claim.  Notwithstanding  any  provision  herein  to  the
     contrary, failure of Indemnitee to give any notice required by this section
     shall not constitute a waiver of Indemnitee's right to indemnification or a
     defense to any claim by Indemnitee hereunder, except to the extent that the
     Indemnitor has been prejudiced thereby.

          d. All  indemnification  hereunder  shall be  effected  upon demand by
     payment  of cash or  delivery  of a  cashier's  check in the  amount of the
     indemnification liability.

          e. The  indemnities  contained  herein shall survive the Closing for a
     period of six  months and any  investigation  made in  connection  with the
     transactions contemplated by this Agreement.

     9. Survival of Representations and Warranties.

     All  of the  representations  and  warranties  of  the  respective  parties
contained  in this  Agreement  shall  survive  the  Closing  for a period of six
months.

     10. Miscellaneous.

          a. Notices. All notices or other communications  required or permitted
     hereunder  shall be in writing  and shall be deemed to have been duly given
     if delivered in person or sent by overnight delivery, confirmed telecopy or
     prepaid first class registered or certified mail, return receipt requested,
     to the  following  addresses,  or such other  addresses as are given to the
     other parties to this Agreement in the manner set forth herein:

                                     - 16 -
<PAGE>

         (i)      If to Seller, to:

                  Century Technologies, Inc.
                  201 North Robertson Boulevard
                  Suite F
                  Beverly Hills, California 90211
                  ATTN:            Peter Newgard
                                   President

                  With courtesy copies to:

                  James M. Kaplan, Esq.
                  WILSON, ELSER, MOSKOWITZ,
                  EDELMAN & DICKER
                  100 Southeast Second Street
                  3800 International Place
                  Miami, Florida 33131
                  Telephone:  (305) 374-4400
                  Facsimile:  (305) 579-0261


         (ii)     If to Buyer, to:

                  William J. Bosso, President
                  Affinity Entertainment, Inc.
                  15436 North Florida Avenue
                  Suite 103
                  Tampa, Florida 33613
                  Telephone:  (813) 264-1778
                  Facsimile:  (813) 264-6626

                  With courtesy copies to:
                  John Stoppelman, Esq.
                  The Stoppelman Law Firm
                  1749 Old Meadow Road, Suite 610
                  McLean, Virginia 22102
                  Telephone:  (703) 827-7450
                  Facsimile:  (703) 827-7455

Any  such  notices  shall be  effective  when  delivered  in  person  or sent by
telecopy,  one  business  day after  being sent by  overnight  delivery or three
business days after being by registered or certified  mail. Any of the foregoing
addresses  may be  changed  by  giving  notice of such  change in the  foregoing
manner,  except that notices for changes of address shall be effective only upon
receipt.


                                     - 17 -

<PAGE>

          b. Further Assurances.  At any time, and from time to time, each party
     will execute  such  additional  instruments  and take such action as may be
     reasonably  requested by the other party to confirm or perfect title to any
     property  transferred  hereunder  or  otherwise to carry out the intent and
     purposes of this Agreement.

          c. Costs and  Expenses.  Each party hereto agrees to pay its own costs
     and expenses,  including legal, accounting,  consultant,  and adviser fees,
     incurred in negotiation  this Agreement and  consummating  the transactions
     described herein.

          d. Time. Time is of the essence.

          e. Entire Agreement.  This Agreement  constitutes the entire agreement
     between the parties hereto with respect to the subject  matter  hereof.  It
     supersedes all prior negotiations,  letters and understandings  relating to
     the subject matter hereof.

          f.  Amendment.  This  Agreement  may not be amended,  supplemented  or
     modified in whole or in part except by an instrument  in writing  signed by
     the  party or  parties  against  whom  enforcement  of any such  amendment,
     supplement or modification is sought.

          g. Assignment.  This Agreement may not be assigned by any party hereto
     without the prior written consent of the other party.

          h. Choice of Law. This  Agreement will be  interpreted,  construed and
     enforced  in  accordance  with the  internal  laws of the State of Florida,
     without regard to conflicts of law principles.

          i. Headings. The section and subsection headings in this Agreement are
     inserted for  convenience  only and shall not affect in any way the meaning
     or interpretation of this Agreement.

          j. Pronouns.  All pronouns and any variations  thereof shall be deemed
     to refer to the  masculine,  feminine,  neuter,  singular  or plural as the
     context may require.

          k. Number and Gender. Words used in this Agreement,  regardless of the
     number and gender  specifically  used,  shall be deemed  and  construed  to
     include  any other  number,  singular  or  plural,  and any  other  gender,
     masculine, feminine or neuter, as the context indicates is appropriate.

          l. Construction. The parties hereto and their respective legal counsel
     participated  in  the  preparation  of  this  Agreement;   therefore,  this
     Agreement  shall be  construed  neither  against nor in favor of any of the
     parties hereto, but rather in accordance with the fair meaning thereof.

          m. Effect of Waiver.  The failure of any party at any time or times to
     require  performance  of any provision of this  Agreement will in no manner
     affect the right to enforce the 

                                     - 18 -
<PAGE>


     same.  The  waiver by any  party of any  breach  of any  provision  of this
     Agreement  will not be  construed  to be a waiver by any such  party of any
     succeeding breach of that provision or a waiver by such party of any breach
     of any other provision.

          n. Severability. The invalidity,  illegality or unenforcability of any
     provision  of this  Agreement,  which will remain in full force and effect,
     nor will the invalidity,  illegality or unenforcability of a portion of any
     provision of this Agreement  affect the balance of such  provision.  In the
     event that any one or more of the provisions contained in this Agreement or
     any portion thereof shall for any reason be held to be invalid,  illegal or
     unenforceable in any respect,  this Agreement shall be reformed,  construed
     and enforced as if such  invalid,  illegal or  unenforceable  provision had
     never been contained herein.

          o. Enforcement.  Should it become necessary for any party to institute
     legal action to enforce the terms and  conditions  of this  Agreement,  the
     successful  party will be awarded  reasonable  attorneys' fees at all trial
     and appellate  levels,  expenses and costs. Any suit,  action or proceeding
     with  respect  to this  Agreement  shall be  brought  in the courts of Dade
     County  in the  State of  Florida  or in the U.S.  District  Court  for the
     Southern  District  of  Florida.  The  parties  hereto  hereby  accept  the
     exclusive  jurisdiction  of those  courts for the purpose of any such suit,
     action or proceeding.

          Venue for any such action, in addition to any other venue permitted by
     statute,   will  be  Dade  County,   Florida.  The  parties  hereto  hereby
     irrevocably  waive,  to the fullest extent  permitted by law, any objection
     that any of them may now or  hereafter  have to the  laying of venue of any
     suit, action or proceeding  arising out of or relating to this Agreement or
     any  judgment  entered  by any court in  respect  thereof  brought  in Dade
     County,  Florida,  and hereby further  irrevocably waive any claim that any
     suit,  action or  proceeding  brought  in Dade  County,  Florida,  has been
     brought in an inconvenient forum.

          p. Binding Nature.  This Agreement will be binding upon and will enure
     to the benefit of any successor or successors of the parties hereto.

          q. No Third-Party Beneficiaries.  No person shall be deemed to possess
     any third-party  beneficiary  right pursuant to this  Agreement.  It is the
     intent of the parties  hereto that no direct  benefit to any third party is
     intended or implied by the execution of this Agreement.

          r.  Counterparts.  This  Agreement  may be  executed  in  one or  more
     counterparts,  each of which  will be deemed an  original  and all of which
     together will constitute one and the same instrument.

          s. Execution by Facsimile. This Agreement may be executed by signature
     transmitted to the other party thereby by facsimile  transmission.  If this
     Agreement  is so  executed,  the parties  agree to provide  each other with
     original  signature  pages within  three (3) business  days of the Closing.
     Failure of either party to provide an original  executed  Agreement  within
     three (3) business  days of the Closing will not affect the binding  nature
     of this Agreement.

                                     - 19 -

<PAGE>


     IN WITNESS WHEREOF, Century and Affinity have executed this Agreement as of
the date first above written.

                                        Affinity Entertainment, Inc., a Delaware
                                        corporation



                                    By: /s/  William J. Bosso
                                       ----------------------------------



                                       Century Technologies, Inc., a
                                       Colorado corporation



                                   By: /s/   Peter B. Newgard
                                      ------------------------------------















                                     - 20 -









                                ESCROW AGREEMENT

         THIS  AGREEMENT  made  this  31st day of  October,  1996,  by and among
Century  Technologies,  Inc.,  a  Colorado  corporation  located  at  201  North
Robertson  Boulevard,  Suite F, Beverly  Hills,  California  90211  (hereinafter
"Century"), and Affinity Entertainment,  Inc., a Delaware corporation located at
15436  North  Florida  Avenue,  Suite 103,  Tampa,  Florida  33613  (hereinafter
"Affinity"),  and Wilson, Elser,  Moskowitz,  Edelman & Dicker,  located at 3800
International  Place, 100 S.E. Second Street,  Miami, Florida 33131 (hereinafter
"Escrow Agent").

                                R E C I T A L S:

         WHEREAS,  at the time of the execution of this  agreement,  Affinity is
indebted to Century in the sum of Two Million Four Hundred  Thousand Dollars and
00/100 (US $2,400,000),  as evidenced by the promissory note of Affinity,  dated
October 31, 1996, for such amount (the "Promissory Note");

         WHEREAS, to induce Century to issue Thirty Million  (30,000,000) shares
of Century's  common stock to Affinity,  Affinity  executed a Stock  Acquisition
Agreement, dated October 31, 1996 (the "Stock Acquisition Agreement"),  in which
it agreed,  inter alia, to deliver to Century the  Promissory  Note and to place
Two (2)  shares of  restricted  Convertible  Preferred  Stock of  Affinity  (the
"Convertible  Preferred Shares"), or permissible  substituted  collateral as set
forth in the Stock Acquisition Agreement, in escrow with the Escrow Agent on the
terms hereof as security for the timely honor of the Promissory Note;

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
contained herein, the parties hereby agree as follows:

         1.  Affinity  shall  forthwith  deliver or cause to be delivered to the
Escrow Agent the Convertible Preferred Shares,  represented by certificates Nos.
________________ and  ____________________,  issued to Wilson, Elser, Moskowitz,
Edelman & Dicker, as Escrow Agent, or permissible  substituted collateral as set
forth in the Stock  Acquisition  Agreement,  which  shall be held by the  Escrow
Agent in escrow subject to the terms and conditions of this Agreement.

         2. The Escrow Agent shall hold the  Convertible  Preferred  Shares,  or
permissible  substituted  collateral,  in  escrow  and  undelivered,  and  shall
forthwith deliver the Convertible  Preferred Shares, or permissible  substituted
collateral,  to, or to the order of,  Affinity  upon  receipt  from  Century  of
written instructions to deliver the Convertible Preferred Shares, or permissible
substituted  collateral,  to or to the  order of  Affinity,  which  instructions
Century shall give to the Escrow Agent (and Affinity)  forthwith upon receipt by
Century of the full principal and interest amount due under the Promissory Note.



<PAGE>



         3. The Escrow Agent shall deliver the Convertible  Preferred Shares, or
permissible substituted collateral,  held in trust by it to, or to the order of,
Century at the time of receipt from Century of written  instructions  to deliver
the same to Century.  Century  may give such  notice to the Escrow  Agent in the
event the full principal  amount due under the Promissory  Note is not paid when
due. In the event that Century gives written instructions to the Escrow Agent to
deliver the Convertible Preferred Shares, or permissible substituted collateral,
held in  trust  to  Century,  Century  shall  deliver  a copy  of  such  written
instructions  to  Affinity  at the same time and in the same  manner as they are
delivered  to the  Escrow  Agent.  If the full  principal  amount  due under the
Promissory  Note is not  paid  when  due,  Century,  or its  assignee,  shall be
entitled to sell the Convertible Preferred Shares (provided that such shares are
registered or there is an available exemption from registration), or permissible
substituted  collateral,  posted  pursuant to this  agreement  (or that  portion
thereof) to fully satisfy  Affinity's  payment  obligation  under the Promissory
Note as well as any costs  associated with the  liquidation of such  Convertible
Preferred Shares, or permissible substituted collateral,  and any unpaid accrued
interest.  Any  remaining  balance  of  the  Convertible  Preferred  Shares,  or
permissible substituted collateral, or any remaining proceeds of the sale of the
Convertible Preferred Shares, or permissible substituted collateral,  after full
payment under the Promissory Note is made, shall be returned to Affinity. In the
event Affinity,  at any time, makes a partial prepayment of the Promissory Note,
the Escrow  Agent  shall  return to  Affinity  that  portion of the  Convertible
Preferred  Shares,  or permissible  substituted  collateral,  held by the Escrow
Agent, equivalent to the percentage the principal balance of the Promissory Note
is reduced by such  prepayment.  Once the full principal and interest amount due
the holder of the Promissory Note is paid in full,  including the payment of any
costs associated with the liquidation of the Convertible  Preferred  Shares,  or
permissible  substituted  collateral,  the Promissory Note shall be deemed to be
satisfied and thereafter null and void.

         4. In the event  that,  during  the term of this  agreement,  any share
dividend, reclassification, readjustment, or other change is declared or made in
the capital structure of Affinity,  all new,  substituted and additional shares,
or other  securities,  issued by reason of any such change  shall be held by the
Escrow Agent under the terms of this  agreement in the same manner as the shares
originally placed in escrow hereunder.

         5. All  notices  shall be in  writing  to have been  given on the dates
indicated  below and at the  address or telefax  numbers set out below as may be
amended by the addressees by notice from time to time:

          (a) Overnight  Courier:  Business day following deposit of such notice
     with such courier;

          (b) Telefax:  Business day of  transmission  if sent before 2:00 p.m.,
     recipient's time, with receipt to confirm;

          (c) Personal Delivery: Business day of delivery; and

                                      - 2 -

<PAGE>




          (d) Addressed as follows:

             To:      Century  Technologies, Inc.
                      201 North Robertson Boulevard
                      Suite F
                      Beverly Hills, California
                      Attn: Peter Newgard
                      Telephone: (310) 275-9063
                      Facsimile: (310) 275-9163

                      With courtesy copies to:
                      James M. Kaplan, Esq.
                      Wilson, Elser, Moskowitz,
                      Edelman & Dicker
                      3800 International Place
                      100 S.E. Second Street
                      Miami, Florida 33131
                      Telephone:  (305) 374-4400
                      Facsimile:  (305) 579-0261

             To:      Affinity Entertainment, Inc.
                      15436 North Florida Avenue
                      Suite 103
                      Tampa, Florida 33613
                      Attn: William J. Bosso, President
                      Telephone:  (813) 264-1778
                      Facsimile:  (813) 264-6626

                      With courtesy copies to:
                      John Stoppelman, Esq.
                      The Stoppelman Law Firm
                      1749 Old Meadow Road, Suite 610
                      McLean, Virginia 22102
                      Telephone:  (703) 827-7450
                      Facsimile:  (703) 827-7455

         6.  Affinity  shall  pay  from  time to time  the  reasonable  fees and
expenses,  if any, of the Escrow Agent in connection with the performance of its
duties hereunder.  Affinity and Century shall, jointly and severally,  indemnify
and hold harmless the Escrow Agent of and from all other claims, suits, actions,
demands,  damages,  costs,  liabilities,  expenses  and loss  arising out of its
performance of its duties hereunder.

         7. The Escrow Agent shall have no responsibility in respect to the loss
of the Convertible  Preferred  Shares,  or permissible  substituted  collateral,
except the duty to

                                      - 3 -

<PAGE>



exercise  reasonable care in the safekeeping  thereof.  The Escrow Agent may act
herein on the  advice of  counsel  but shall not be  responsible  for  acting or
failing to act on the advice of counsel.

         8.  Century and  Affinity  agree that the Escrow  Agent may at any time
upon written  notice of one week sent to Century and Affinity,  resign as escrow
agent in favor of any person, firm or corporation named and agreed to by Century
and Affinity or,  failing  agreement  of Century and  Affinity,  in favor of any
corporate trustee the Escrow Agent may name in the notice that is licensed to do
business in the State of Florida.

         9. This  Agreement  shall inure to the  benefit of and be binding  upon
Affinity and Century and the Escrow Agent and their respective heirs, executors,
administrators, successors and assigns.

         10. This agreement  shall be executed in triplicate and may be executed
by  fax  or  facsimile  transmission  and in  one  or  more  counterparts,  each
counterpart of which together will  constitute one and the same  instrument.  If
this  agreement  is  executed  in  counterparts,  each party  shall  deliver one
original  of this  agreement  signed by such party to each of the other  parties
hereto within three (3) business days of the execution of the agreement. If this
agreement  is not  executed  in  counterparts,  the last person  executing  this
agreement shall deliver one original of the fully executed  agreement to each of
the other parties  hereto within three (3) business days of the execution of the
agreement.

         11. No  failure  on the part of any party  hereto to  exercise,  and no
delay in exercising,  any right,  power or remedy  hereunder  shall operate as a
waiver  thereof,  nor shall any single or partial  exercise  of any such  right,
power or remedy by either  party hereto  preclude any other or further  exercise
thereof  or the  exercise  of any other  right,  power or remedy.  All  remedies
hereunder are cumulative and are not exclusive of any other remedies provided by
law.

         12. If any provision of this  agreement or the  application  thereof to
any  party  hereto  or  circumstances  shall be  invalid  or  unenforceable  the
remainder of this agreement and the  application of such provisions to any other
party  thereto  or  circumstances  shall not be  affected  thereby  and shall be
enforced to the greatest extent permitted by law.

         13. No  provision  of this  agreement  shall be  construed  against  or
interpreted  to the  disadvantage  of any  party  hereto  by any  court or other
governmental  or  judicial  authority  by reason of such  party  having or being
deemed to have structured or dictated such provision.

         14. The parties agree that any legal action or proceeding  with respect
to this  agreement  must be brought  in an  appropriate  federal or state  court
located in the State of Florida. By executing this agreement, the parties hereby
submit to each such  jurisdiction,  hereby expressly waiving whatever rights may
correspond to each party by reason of such parties' present or future domicile.

                                     - 4 -

<PAGE>

         15. This  agreement  shall be governed by and  construed in  accordance
with the internal  laws of the State of Florida  (without  regard to conflict of
laws principles).

         IN WITNESS WHEREOF,  the parties have hereunto  executed this Agreement
the day and year first above written.

                                      Wilson,Elser, Moskowitz,
                                      Edelman & Dicker



                             By:   /s/  James M. Kaplan
                                -----------------------------------------
                                      Title:      Partner
                                              ____________________________


                                      Century Technologies, Inc.



                             By:   /s/  Peter B. Newgard
                                -----------------------------------------
                                      Title:      President and CEO
                                             ____________________________


                                      Affinity Entertainment, Inc.



                             By:  /s/   William J. Bosso
                                -----------------------------------------
                                      Title:      President
                                             ____________________________

                                      - 5 -





                                 PROMISSORY NOTE


U.S.$2,400,000.00                                              October 31, 1996


FOR  VALUE  RECEIVED,  Affinity  Entertainment,  Inc.,  a  Delaware  corporation
("Maker"),  hereby promises to pay to the order of Century  Technologies,  Inc.,
201  North  Robertson  Boulevard,  Suite  F,  Beverly  Hills,  California  90211
("Payee"),  the  principal  sum of Two Million Four Hundred  Thousand and 00/100
Dollars  ($2,400,000.00) in lawful money of the United States of America, on the
terms set forth herein as follows:

         1. This  Promissory Note shall bear interest at an annual rate of eight
percent (8%).

         2. Principal and interest  hereunder  shall be due and payable by Maker
to Payee on October 31, 1997.

         3. This Promissory  Note may be prepaid (in whole or in part),  without
penalty,  at any time during the term hereof,  at the option of Maker.  All sums
received as a prepayment,  after first being applied to any accrued interest due
to Payee  hereunder  shall be  applied  to reduce  the  principal  becoming  due
hereunder.

         4. If the full principal and interest  amount due under this Promissory
Note is not paid when due, the holder of this  Promissory Note shall be entitled
to sell the collateral posted pursuant to that certain Escrow  Agreement,  dated
October 31, 1996, among Maker,  Payee and Wilson,  Elser,  Moskowitz,  Edelman &
Dicker, as Escrow Agent (or that portion thereof),  to fully satisfy the Maker's
payment  obligation  under this Promissory Note as well as any costs  associated
with the  liquidation of such  collateral and any unpaid  accrued  interest.  As
specified in the Escrow Agreement, dated October 31, 1996, any remaining balance
of the collateral after full payment under this Promissory Note is paid shall be
returned to Maker.  In the event the proceeds of the sale of such collateral are
insufficient  to  fully  satisfy  the  Maker's  payment  obligation  under  this
Promissory  Note, the Payee may declare  immediately  due and payable the entire
unpaid balance of principal and interest and payment thereof may be enforced and
recovered,  at any  time,  by one or  more of the  remedies  provided  to  Payee
pursuant to applicable  law. Once the full principal and interest amount due the
holder of this  Promissory  Note is paid in full,  including  the payment of any
costs associated with the liquidation of such  collateral,  this Promissory Note
shall be deemed to be satisfied and thereafter null and void.

         5. All payments due  hereunder  shall be due and payable at the address
of Payee as set forth above, or at such other place as Payee, from time to time,
may designate in writing.

         6. Payment due  hereunder  may be enforced and recovered in whole or in
part at any  time  by one or more of the  remedies  provided  to  Payee  in this
Promissory  Note  or  otherwise.


<PAGE>


In such case, Payee may also recover all reasonable costs of suit, including its
reasonable attorneys' fees. In addition,  notwithstanding anything herein to the
contrary, if Maker defaults,  the rate of interest hereunder shall automatically
accrue at fifteen percent (15%) (the "Default  Rate"),  which Default Rate shall
commence on the date of the default and  continue  until the earlier of the cure
of such default or payment in full hereunder.

         7. The rights and  remedies  of Payee as provided  herein or  otherwise
shall be cumulative and concurrent,  and may be pursued singly,  successively or
together  at the sole  discretion  of Payee,  and may be  exercised  as often as
occasion  therefor  shall  occur,  and,  to  the  maximum  extent  permitted  by
applicable  law,  the failure to exercise  any such right or remedy  shall in no
event be construed as a waiver or release thereof.

         8. Maker hereby waives,  to the maximum extent  permitted by applicable
law, presentment for payment,  demand, notice of demand, notice of nonpayment or
dishonor,  protest and notice of protest of this Promissory  Note, and all other
notices in connection  with the delivery,  acceptance,  performance,  default or
enforcement  of the payment of this  Promissory  Note, and Maker agrees that its
liability shall be  unconditional,  without regard to the liability of any other
party,  and shall not be affected in any manner by any indulgence,  extension of
time,  renewal,  waiver or modification  granted or consented to by Payee. Maker
hereby  consents  to any  and all  extensions  of  time,  renewals,  waivers  or
modifications  that may be granted by Payee with respect to the payment or other
provisions  of  this  Promissory  Note,  and to the  release  of the  collateral
therefor  or any part  thereof,  with or  without  substitution,  and agree that
additional makers or endorsements may become parties hereto without notice to it
or affecting its liability hereunder.

         9. Payee shall not be deemed, by any act of omission or commission,  to
have  waived any of its rights or  remedies  hereunder  unless such waiver is in
writing and signed by Payee, and then only to the extent  specifically set forth
in the writing.  A waiver of one (1) event shall not be construed as  continuing
or as a bar to or waiver of any right or remedy as to a subsequent event.

         10. Any action or  proceeding  seeking to enforce any  provision of, or
based on,  any right  arising  out of,  this  Promissory  Note  shall be brought
against any of the parties  hereto in the courts of the State of Florida,  or in
the United States District Court for the Southern  District of Florida,  and the
Maker  hereby  irrevocably  and  unconditionally  submits  and  consents  to the
exclusive  jurisdiction of such courts (and of the appropriate appellate courts)
in any such action or proceeding,  waives any objection concerning  jurisdiction
and venue with respect to any such action or  proceeding  in any such courts and
hereby appoints John Stoppleman, Esq. as its lawful agent for service of process
to receive and forward on its behalf  service of all necessary  processes in any
action,  suit or proceeding  arising under this Promissory Note. Such service of
process  or notice  received  thereof  by the agent will have the same force and
effect as if served upon Maker.

         11. This Promissory  Note shall be governed by and construed  according
to the internal laws of the State of Florida (without regard to conflict of laws
principles), all rights and remedies being governed by such laws.

<PAGE>

         12.  Whenever used, the singular  number shall include the plural,  the
plural the  singular,  the use of any gender shall be applicable to all genders,
and the words "Payee" and "Maker" shall be deemed to include the  successors and
assigns of Payee and Maker.

         13. All notices, consents, waivers, and other communications under this
Promissory  Note must be in  writing  and will be deemed to have been duly given
(a) on the date  delivered if delivered by hand (with  written  confirmation  of
receipt),  (b) on the date sent if sent by telecopier (with written confirmation
of receipt),  provided that a copy is mailed by registered mail,  return receipt
requested,  or (c) two (2) days after deposit with a next-day courier service of
national  reputation  if  sent  by a  nationally-recognized  overnight  delivery
service  (receipt  requested),  in each case to the  appropriate  addresses  and
telecopier  numbers set forth below (or to such other  addresses and  telecopier
numbers as a party may designate by notice to the other parties):

                  Maker:            If to Buyer, to:

                                    William J. Bosso, President
                                    Affinity Entertainment, Inc.
                                    15436 North Florida Avenue, Suite 103
                                    Tampa, Florida 33613
                                    Telephone:  (813) 264-1778
                                    Facsimile:  (813) 264-6626

                                    With courtesy copies to:
                                    John Stoppelman, Esq.
                                    The Stoppelman Law Firm
                                    1749 Old Meadow Road, Suite 610
                                    McLean, Virginia 22102
                                    Telephone:  (703) 827-7450
                                    Facsimile:  (703) 827-7455

                  Payee:            If to Seller, to:

                                    Century Technologies, Inc.
                                    201 North Robertson Boulevard
                                    Suite F
                                    Beverly Hills, California 90211
                                    ATTN: Peter Newgard, President
                                    Telephone:  (310) 275-9063
                                    Facsimile:  (310) 275-9163



<PAGE>



                                    With courtesy copies to:
                                    James M. Kaplan, Esq.
                                    WILSON, ELSER, MOSKOWITZ,
                                    EDELMAN & DICKER
                                    100 Southeast Second Street
                                    3800 International Place
                                    Miami, Florida 33131
                                    Telephone:  (305) 374-4400
                                    Facsimile:  (305) 579-0261

         IN WITNESS WHEREOF,  Maker,  intending to be legally bound hereby,  has
caused this Promissory Note to be duly executed and sealed,  and to be dated the
day and year first above written.

                                  AFFINITY ENTERTAINMENT, INC.



                                  By:   /s/  William J. Bosso
                                    -----------------------------------
                                     Name:   Willaim J. Bosso
                                     Title:  President

Attest:
[Corporate Seal]


/s/  William J. Bosso
- - ----------------------
Secretary




<PAGE>


STATE OF FLORIDA                                     )
                                                     )  SS:
COUNTY OF      Hillsborough                          )
             _________________                       )

     I HEREBY CERTIFY that on this day personally appeared before me, an officer
duly authorized to administer oaths and take acknowledgements,  in the State and
County aforesaid, WILLIAM J. BOSSO, a PRESIDENT of Affinity Entertainment,  Inc.
who    is     personally     known     to    me    or    who    has     produced
________________________________ as identification and who did take an oath, and
who executed the foregoing Promissory Note.

     IN WITNESS  WHEREOF,  I have  hereunto  set my hand and affixed by official
seal at TAMPA, HILLSBOROUGH County, Florida on this 31ST day of October, 1996.




                                        /s/  Carolyn Sue McCammon
                                     -------------------------------
                                               Notary Signature


                                        /s/  Carolyn Sue McCammon
                                     -------------------------------
                                     Notary Name Typed
                                     Notary Public, State of Florida
                                     My Commission Expires: April 18, 1999






                                    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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<PAGE>


               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
     --------------------                            ---------------------
         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
      ----------------                                 --------------------
         Barry Kaplan, Esq.                                Donald L. Walker
         October 21, 1996                                  President
                                                           October 21, 1996


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