<PAGE>
 
                               October 11, 1996


American Artists Film Corp.
1245 Fowler Street, NW
Atlanta, Georgia 30318
Attn.:  Rex Hauck
Tel:  (404) 876-7373
Fax:  (404) 885-9831

     RE:  "TARGET EARTH"/TURNER ORIGINAL PRODUCTIONS

Dear Rex:

The following, together with all schedules and exhibits attached hereto and
incorporated herein (collectively, the "Agreement"), shall set forth the terms
and conditions of the agreement between American Artists Film Corp.
("Producer") and Turner Original Productions, Inc. ("TOP") with respect to the
development, production, financing and distribution of a proposed documentary
program presently entitled "Target Earth" (the "Program").  The Program shall be
approximately one (1) hour in length (i.e., approximately forty-five and 
one-half (45:30) minutes excluding commercials, in accordance with the format
set forth in Exhibit E attached hereto) and presently is intended for initial
exhibition on the TBS Superstation (the "Superstation"). The format(s) of the
Program may be changed by TOP in its sole discretion by providing Producer
written notice thereof any time on or before Producer's delivery of the Rough
Cut of the Program hereunder. In consideration of the mutual covenants contained
herein, and the mutual benefits to be derived therefrom, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Producer and TOP hereby agree as follows:

I.   Development.
     ----------- 

     A.   Development Agreement.
          --------------------- 

          1.  TOP engaged Producer pursuant to a letter agreement dated June 14,
              1996 (the "Development Agreement") to prepare a Treatment (the
              "Treatment"), a budget ("Budget") and a production schedule (the
              "Schedule") for the Program and to engage in other customary and
              usual preproduction activities. Producer acknowledges receipt of a
              fee of Twenty Thousand Dollars ($20,000) (the "Development Fee")
              due under the Development Agreement. The Development Agreement is
              incorporated herein by this reference. To the extent this
              Agreement or its Schedule A conflict with the Development
              Agreement, this Agreement and its Schedule A shall control.
<PAGE>
 
              this Agreement or its Schedule A conflict with the Development
              Agreement, this Agreement and its Schedule A shall control.

          2.  By a letter agreement dated August 19, 1996, TOP provided Producer
              with an advance (the "Advance") of Twenty-Five Thousand Dollars
              ($25,000).

          3.  The Treatment, Budget and Schedule were developed in accordance
              with the Development Agreement and delivered as required therein.

    B.    Budget.
          ------ 

          Producer developed a Budget for the Program which does not exceed
          Three Hundred Fifty Thousand Dollars ($350,000). The Budget sets forth
          the total cost, including any monies paid under the Development
          Agreement, of completing and delivering the Program to TOP in
          accordance with the terms and conditions of this Agreement. The Budget
          does not include any allocation for a completion bond, contingency,
          non-specific overhead or packaging fee, but does include, without
          limitation, the fee to be retained by Producer, if any (the
          "Producing/Overhead Fee"), which includes, without limitation, the
          fees of all individual producers of the Program including, without
          limitation, line producers, associate producers, co-producers and
          executive producers, and overhead expenses including, without
          limitation, office rent and legal fees, that Producer will incur in
          connection with the production and delivery of the Program hereunder.
          Notwithstanding anything to the contrary in this Agreement, in no
          event shall any increase in the Budget (which may only be accomplished
          in accordance with the terms and conditions of this Agreement)
          increase or alter in any way the amount of the Producing/Overhead Fee.

     C.   Turnaround.
          ---------- 

          In the event, for any reason, TOP elects not to proceed with or
          abandons production of the Program, all rights in and to the Treatment
          or any version thereof, and all versions of the Shooting Script and
          the Script (as such terms are defined in Paragraph II A(1) below) and
          the Program shall be assigned to Producer by TOP, subject to the
          provisions of Paragraph I of Schedule A.

II.  Production.
     ---------- 

     The Program shall be produced in accordance with the Budget, the Schedule
     and the Treatment and in accordance with the following:

                                      -2-
<PAGE>
 
     A.   Production Process.
          ------------------ 

          1.  Production of the Program shall occur on a timely basis and shall
              include, among other things, the preparation of a shooting script
              (the "Shooting Script"); the preparation and submission to TOP,
              for its review and approval, of the script for on-camera talent
              sequences, if any, and narrations and off-camera voice-over talent
              sequences for the Program (the "Script"); commencement and
              completion of principal photography; the preparation of a rough
              assembly ("Rough Assembly") of the Program; the preparation of a
              rough cut ("Rough Cut"), accompanied by an updated Script; the
              commencement and completion of photography of on-camera talent
              sequences, if any, after TOP's approval of the Script; the editing
              of the Rough Cut based upon TOP's comments and the inclusion of
              any on-camera talent sequences (such edited Rough Cut to be
              referred to as the "Fine Cut"), accompanied by an updated Script;
              and the preparation of a final version on or before the Delivery
              Date (defined in Paragraph II E below) which shall be submitted
              for TOP's review and approval (the "Final Cut"). Notwithstanding
              anything to the contrary in this Agreement, Producer agrees that
              in no event shall Producer on-line the Program unless and until
              TOP has expressly approved in writing picture lock ("Picture
              Lock") of the Program. Producer agrees to research the subject
              matter of the Program fully, and, in delivering the Shooting
              Script, Script and other materials to TOP, Producer shall
              identify, by footnote or otherwise, the sources, whether written
              or oral, on which all factual assertions contained therein are
              based.

          2.  In the event Producer engages a writer in connection with the
              preparation of any written materials for the Program, the
              selection of such writer and the terms of Producer's agreement
              with such writer shall be subject to the prior written approval of
              TOP. Without limiting the generality of the foregoing, the terms
              of such writer's agreement shall provide, among other things, that
              the results and proceeds of such writer's services shall be
              created as a work-for-hire. In addition, TOP shall have the right
              to cause Producer to hire a writer(s) or, in the event Producer
              hires a writer as described above in this Paragraph II A(2),
              another writer(s) to render writing services in connection with
              the Program, and the selection of, and the terms of Producer's
              agreement with, any such writer(s) or other writer(s) (as
              applicable) shall be subject to TOP's prior written approval.

          3.  The parties understand and agree that Producer shall continue to
              re-work and revise the Shooting Script and Script throughout the
              production of the Program. Without limiting TOP's rights of

                                      -3-
<PAGE>
 
              approval hereunder, Producer agrees to consult in good faith with
              TOP throughout all phases of pre-production, production and post-
              production of the Program. The parties further understand and
              agree that timely delivery of each draft or re-working of the
              Shooting Script and Script and each cut of the Program is of the
              essence of this Agreement.

     B.   Creative Control.
          ---------------- 

          1.  TOP shall have final creative control of the Program. In this
              regard, TOP shall have approval of all key elements and 
              above-the-line personnel including, without limitation, the
              producer(s), director(s), writer(s), all hosts and narrators, the
              composer(s), replacements for any of the foregoing, the music,
              title, Budget, Shooting Script, Script, Rough Assembly, Rough Cut,
              Fine Cut, Picture Lock, Final Cut and the Schedule for the
              Program. In addition, TOP shall have the right to designate the
              title and all subtitles of the Program. In the exercise of its
              approval rights hereunder, TOP shall have the right to request
              changes which TOP, in its sole discretion, deems necessary or
              desirable, and Producer acknowledges and agrees that any costs or
              expenses beyond the Purchase Price incurred in connection with the
              implementation of such changes shall be subject to the terms and
              conditions of Paragraph III.B., below. In addition, TOP shall have
              approval over the post-production facility(ies) selected by
              Producer and shall have approval over the manner in which the
              Program is edited and completed. TOP's rights of approval and
              control shall also include, without limitation, the specific
              rights set forth in Paragraph IV of Schedule A. None of the
              foregoing shall be deemed approved by TOP unless such approval is
              embodied in a writing signed by TOP.

          2.  TOP hereby preapproves Rex Hauck as the executive producer of the
              Program.

          3.  Unless otherwise expressly provided in this Paragraph II, the
              preapproval in this Paragraph II by TOP of any above-the-line
              personnel shall in no event be deemed TOP's approval that the
              services of such personnel may be subject to the provisions of any
              collective bargaining agreement.

     C.   Producer's Rights and Obligations.
          --------------------------------- 

          1.  TOP agrees that Producer shall serve as the production entity for
              the Program. In the event Producer engages any other producer or
              production company to provide services relating to the production,

                                      -4-
<PAGE>
 
              which engagement shall in all instances be subject to TOP's prior
              written consent, Producer shall ensure that each producer or
              production company complies with all of the requirements hereof.
              Notwithstanding the foregoing, Producer's engagement of any such
              producer or production company shall not relieve Producer of any
              of its obligations hereunder. All payments to Producer hereunder
              including, without limitation, all sums payable to Producer
              pursuant to the Budget, shall be subject to Producer's full
              compliance with the terms and provisions hereof and of Schedule A.

          2.  As part of Producer's obligations as the production entity of the
              Program, Producer shall be responsible for entering into all
              employment agreements, for obtaining all rights with respect to
              music, film clips and Other Items (as defined in Paragraph V B(2)
              of Schedule A) necessary for TOP's exploitation of its rights
              hereunder, and for obtaining workers' compensation insurance, all
              as set forth in Paragraphs V A, V B and V C of Schedule A. In this
              regard, Producer shall be required to read and adhere to the
              production manual (including, without limitation, the guidelines
              and release forms contained therein) (the "Production Manual")
              provided to Producer by TOP, and Producer agrees not to modify
              such release forms without the prior written consent of TOP.

          3.  Producer shall be responsible for delivering the Program in
              accordance with the provisions of Paragraph II E below, Paragraph
              V D of Schedule A and the delivery schedule attached hereto as
              Schedule C (the "Delivery Schedule"). Notwithstanding the
              foregoing, Producer understands and agrees that except as may be
              required by applicable federal law, in no event shall the services
              rendered by any above-the-line personnel in connection with the
              Program be subject to the provisions of any applicable collective
              bargaining agreement including, without limitation, the collective
              bargaining agreements of the Writers Guild of America ("WGA"),
              Directors Guild of America ("DGA"), Screen Actors Guild ("SAG"),
              American Federation of Radio and Television Artists ("AFTRA") and
              American Federation of Musicians ("AFM"), unless otherwise
              specifically pre-approved in writing by TOP.

     D.   Production Credits.
          ------------------ 

          1.  Producer shall cause all prints and copies of the Program to
              include a production credit for Producer in the end titles of the
              Program, the exact wording, placement, manner, size and style of
              which credit shall be subject to TOP's prior written approval.

                                      -5-
<PAGE>
 
          2.  If TOP so elects, Producer shall cause all prints and copies of
              the Program to include a credit and logo for TOP in the end titles
              of the Program. TOP shall also be entitled to designate individual
              credits including, without limitation, up to two (2) individuals
              as executive producers of the Program, one (1) individual as
              supervising producer, one (1) individual as senior producer and
              one (1) individual as production manager ("TOP's Designated
              Individuals"). The exact wording, manner, style, size and
              placement of such credits and logo shall be designated by TOP in
              its sole and absolute discretion.

          3.  It is understood and agreed that Producer's right to receive said
              production credits hereunder shall be subject to Producer's full
              and faithful performance of its material obligations under this
              Agreement. All other credits to be included in the Program shall
              be subject to TOP's prior written approval.

          4.  Subject to prior written approval from TOP in each and every
              instance and subject to compliance with applicable FCC regulations
              and other applicable legal requirements (collectively "Legal
              Requirements"), Producer shall be entitled to secure in-kind
              benefits (e.g., reduced rate hotel rooms or airline tickets) in
              exchange for on-screen credits in order to reduce costs set forth
              in the Budget. In such event, fifty percent (50%) of the savings
              from such in-kind benefits shall serve as a reduction of the
              Purchase Price and fifty percent (50%) of the savings shall be
              reinvested in the production of the Program, provided Producer
              gives TOP a detailed accounting of the value of such benefits and
              a detailed description of the manner in which such monies will be
              reinvested. Moreover, in such event, Producer may include a single
              shared card in the end titles of the Program containing all
              credits for approved in-kind sponsors. The exact wording,
              placement, manner, size and style of such credits shall be subject
              to TOP's prior written approval and any applicable Legal
              Requirements.

     E.   Delivery.
          -------- 

          1.  On or before a date to be set forth in the Schedule, which shall
              in no event be later than February 16, 1997 (the "Delivery Date"),
              Producer shall, at its expense, deliver the Program and all
              materials set forth in Schedule C (collectively, the "Delivery
              Materials") to TOP in accordance with the terms and conditions of
              Paragraph V D of Schedule A and the Delivery Schedule and Schedule
              for the Program, it being understood that, without limiting the
              provisions of Paragraphs IV A and V D of Schedule A, the Program
              as delivered hereunder by Producer 

                                      -6-

<PAGE>
 
              shall be suitable and ready for exhibition by means of television
              and shall in all respects conform to the broadcast requirements
              established by TOP. In addition, concurrently with the execution
              of this Agreement, Producer shall provide TOP with a letter in the
              form attached hereto as Schedule D granting TOP access to all
              masters and elements, executed by a laboratory(ies) or other
              facility(ies) pre-approved by TOP in writing, which shall
              guarantee TOP and its Related Entities (defined in Paragraph VII A
              of Schedule A) unrestricted access to all of the sound, tape and
              other elements listed on the laboratory access letter.

          2.  Producer shall provide TOP with materials suitable for use in
              public relations and promotional materials (the "PR Materials") as
              reasonably requested by TOP on an ongoing basis, but no later than
              January 4, 1997, at no additional charge. The PR Materials shall
              include, without limitation, a three (3) to five (5) minute
              trailer (the "Trailer"), dubs of taped footage, stills and other
              items suitable and appropriate for use in this regard.
              Notwithstanding anything to the contrary in the foregoing,
              Producer shall deliver the Trailer to TOP within a reasonable
              period of time prior to the appropriate programming marketing
              event, as determined by TOP in its sole and absolute discretion
              including, without limitation, MIP, MIPCOM and the Critics Tour.

III.  Purchase Price.
      -------------- 

      A.  Payment.
          ------- 

          In consideration of the rights granted to TOP under this Agreement,
          and subject to the terms and conditions hereof and Producer's full and
          faithful performance of its obligations hereunder, TOP shall pay
          Producer a total sum equal to one hundred percent (100%) of the
          approved Budget (the "Purchase Price"), less any sums included in the
          Budget and paid by TOP pursuant to agreements identified in Paragraph
          I A above and any other Budget items paid directly by TOP. It is
          understood and agreed that in no event shall TOP be obligated to pay
          Producer the final installment of the Purchase Price pursuant to
          Paragraph III A(6) below prior to Producer's delivery and TOP's
          approval and acceptance of all of the Delivery Materials including,
          without limitation, any and all agreements, consents, releases and
          licenses, as required by, and in accordance with, the terms hereof
          including, without limitation, the provisions of Paragraphs V A(2), V
          B and V D of Schedule A. The Purchase Price, less any payments made
          pursuant to the Development Agreement and the letter agreements
          described in Paragraph I.A. (which amounts shall be deducted from the
          amount payable to Producer under subparagraph 1, below, and, if
          necessary, the ensuing subparagraphs) shall be payable to Producer as
          follows (provided, however, that in each instance below TOP shall have
          no less than fifteen (15) days

                                      -7-
<PAGE>
 
          from its receipt of an invoice from Producer to make the applicable
          payment):

          1.  Twenty percent (20%) of the Purchase Price upon the later of
              execution of this Agreement or TOP's approval of the Treatment,
              Budget and Schedule and its election to proceed with production;

          2.  Fifteen percent (15%) of the Purchase Price upon TOP's approval of
              the Shooting Script and commencement of principal photography of
              the Program;

          3.  Fifteen percent (15%) of the Purchase Price upon commencement of
              post-production of the Program;

          4.  Fifteen percent (15%) of the Purchase Price following TOP's
              approval of the Rough Cut, such approval not to be unreasonably
              delayed;

          5.  Twenty percent (20%) of the Purchase Price following TOP's
              approval of the Fine Cut, such approval not to be unreasonably
              delayed;

          6.  Fifteen percent (15%) of the Purchase Price following Producer's
              full delivery in conformity with Paragraph II E(1) and Schedule C
              and TOP's approval and acceptance of the Program in accordance
              with the terms and conditions hereof.

    B.    Deficit.
          ------- 

          It is specifically understood and agreed that TOP shall not be
          responsible for the procurement or payment of any actual costs of
          production or delivery of the Program beyond the Purchase Price (such
          additional sums to be referred to as the "Deficit"), that any such
          Deficit shall be solely the responsibility of Producer and that
          neither TOP's approval of the Budget nor any other act or omission by
          TOP contemplated herein shall be construed as constituting TOP's
          agreement to pay any such Deficit. In the event Producer fails to pay
          the Deficit, in addition to any other remedies which TOP may have,
          either at law, in equity or otherwise hereunder, TOP shall, at its
          election, have the right to proceed in accordance with the terms and
          conditions of Paragraphs II and III of Schedule A.

    C.    Underages.
          --------- 

          In the event the actual costs of production and delivery of the
          Program are less than the Purchase Price (such difference to be
          referred to as "Underages"), Producer and TOP shall split any such
          Underages equally.

                                      -8-
<PAGE>
 
IV.  Ownership, Copyright and Distribution.
     ------------------------------------- 

     A.   Ownership and Copyright.
          ----------------------- 

          TOP shall have and retain throughout the universe, in perpetuity, the
          exclusive ownership of all rights in and to the Program and Materials
          (as defined in Paragraph I of Schedule A) including, without
          limitation, all rights of copyright and copyright renewal therein and
          including all rights set forth in Paragraph VI of Schedule A. In this
          regard, it is specifically understood and agreed that the results and
          proceeds of Producer's efforts in connection with the creation,
          development, production and any other aspect of the Program and
          Materials are hereby, and shall automatically upon rendition become,
          the sole and exclusive property of TOP and/or its designee(s) as a
          "work-for-hire" (as defined in Section 101 and established in Section
          201(b) of the Copyright Act of 1976, as amended) created for TOP. To
          the extent the work-for-hire doctrine is not recognized in a territory
          or territories, Producer hereby irrevocably assigns and transfers to
          TOP all of Producer's rights in and to any and all elements of the
          Program and Materials and all rights and benefits acquired by Producer
          by any means whatsoever in connection therewith. Producer agrees to
          execute any and all further instruments which TOP deems necessary to
          carry out the terms of this Paragraph IV A.

     B.   Distribution Rights.
          ------------------- 

          1.  Generally.
              --------- 

              TOP's rights in and to the Program shall include, without
              limitation, all Distribution Rights (defined in Paragraph VII A of
              Schedule A) in the Program and Materials and any portions thereof,
              and the right to authorize others to exercise such Distribution
              Rights, throughout the universe, in any and all languages, in
              perpetuity and in any and all media, whether now known or
              hereafter devised, including, without limitation, the Television
              Media, Video Media, Non-Theatrical Media, Theatrical Media and
              Interactive/Electronic Publishing (all terms as defined in
              Paragraph VII A of Schedule A). Without limiting the generality of
              the foregoing, it is specifically understood and agreed that TOP
              shall own and control all Incidental Rights (defined in Paragraph
              VII A of Schedule A) in the Program and Materials and any portions
              thereof and shall have the right, but not the obligation, to
              exercise any and all of its Incidental Rights to the full extent
              of its Distribution Rights hereunder. Producer shall be required
              to obtain and deliver to TOP all rights necessary to enable TOP to
              exercise the foregoing rights.

                                      -9-
<PAGE>
 
          2.  No Continuing Obligations.
              ------------------------- 

              Except as otherwise provided in Paragraph IV.B.3., below, TOP's
              exclusive ownership and control of the Program throughout the
              universe shall be absolute and without any further obligation,
              except as required hereunder, whatsoever to Producer or to any
              third party.

          3.  Producer's Participations.
              ------------------------- 

              Subject to Producer's full and faithful compliance with its
              obligations under this Agreement, Producer shall be entitled to
              thirty percent (30%) of one hundred percent (100%) of
              International Net Profits (defined in Paragraph VII A of Schedule
              A), if any, forty percent (40%) of one hundred percent (100%) of
              Internet Net Profits (defined in Exhibit I hereto), and forty
              percent (40%) of one hundred percent (100%) of Publishing Net
              Profits (defined in Exhibit I hereto), all to be computed, paid
              and accounted for as provided in Paragraph VII C of Schedule A
              (collectively, "Producer's Participations").

     C.   Remakes/Prequels/Sequels/Series.
          ------------------------------- 

          In the event the Program is produced in accordance with this
          Agreement, TOP shall have the sole and exclusive right to develop,
          produce, distribute or otherwise exploit any remake, prequel, sequel
          or series related to the Program (collectively, "Subsequent
          Production(s)"). Without limiting the generality of the foregoing, if
          TOP thereafter desires to develop, produce, distribute or otherwise
          exploit any Subsequent Production, TOP agrees that it shall so notify
          Producer in writing and shall negotiate in good faith with Producer
          for a period not less than thirty (30) days from Producer's receipt of
          such notice to arrive at an agreement pertaining to the development,
          production, distribution and other exploitation of any such Subsequent
          Production. In the event TOP and Producer are unable to reach an
          agreement within said thirty (30) day period, and TOP thereafter
          receives and desires to accept any bona fide offer from any third
          party pertaining to the development, production, distribution and/or
          other exploitation of any such Subsequent Production which is equal to
          or less favorable to TOP then Producer's final offer, TOP shall within
          ten (10) business days of its receipt of each such offer give Producer
          written notice of the specific terms and conditions thereof and the
          name of such third party, and TOP shall offer to enter into an
          agreement with Producer on the same terms and conditions as each such
          offer. Producer shall then have a period of ten (10) business days
          from its receipt of such notice in which to notify TOP of its desire
          to accept any such offer. If Producer does not accept any such offer,
          Producer's rights under this Paragraph IV C shall terminate. Except as
          specifically

                                      -10-
<PAGE>
 
          provided in this Paragraph IV C, TOP shall have no further obligation
          whatsoever to Producer in connection with any such Subsequent
          Production.

     D.   Similar Subject Matter.
          ---------------------- 

          In no event shall Producer or any of Producer's principal
          representatives alone, or in conjunction with any other party(ies),
          produce or exploit a documentary television program similar to or
          based on the same or similar subject matter as the Program until the
          expiration of one (1) year immediately following the initial
          exhibition of the Program on the Superstation.

     E.   Rental and Lending Rights.
          ------------------------- 

          Without limiting the foregoing, Producer hereby irrevocably assigns,
          licenses and grants to TOP throughout the universe, in perpetuity, any
          and all rights which Producer has and/or hereafter may have to
          authorize, prohibit and/or control the renting, lending, fixation,
          reproduction and/or other exploitation of the Program by any media and
          means now known or hereafter devised as may be conferred upon Producer
          under applicable laws, regulations or directives in any jurisdiction
          throughout the world, including, without limitation, any so-called
          "rental and lending rights" pursuant to any European Economic
          Community directives and/or enabling or implementing legislation, laws
          or regulations enacted by the member nations of the European Economic
          Community (collectively, "Rental and Lending Rights").

V.   Representations and Warranties.
     ------------------------------ 

     A.   Producer hereby acknowledges and affirms the representations and
          warranties set forth in Paragraph VIII of Schedule A and further
          represents and warrants as follows:

          1.  Rex Hauck's Services:
              ---------------------

              Producer has entered into a binding agreement with Rex Hauck
              pursuant to which Producer has agreed to provide the services of
              Rex Hauck as the executive producer of the Program. It is
              specifically understood and agreed that Rex Hauck's services as
              the executive producer of the Program are of the essence of this
              Agreement and that if, for any reason, Rex Hauck does not render
              such services, in addition to any other remedies which might be
              available to TOP, either at law, in equity or otherwise hereunder,
              TOP may elect, in its sole discretion, to rescind this Agreement
              in its entirety and to receive full restitution of all amounts
              theretofore paid in connection with the Program, together with

                                      -11-
<PAGE>
 
              interest thereon calculated from the time such sums were
              originally paid to the time of repayment at TOP's Interest Rate
              (as defined in Paragraph I of Schedule A).

          2.  Without limiting the provisions of Paragraph II C above, and
              expressly subject to the terms and conditions of Paragraph II C,
              above in the event Producer hires any above-the-line personnel
              whose services in connection with the Program are subject to the
              provisions of any applicable collective bargaining agreement, (a)
              Producer shall be solely responsible for the payment of residuals
              and the payment of any and all other costs, expenses, charges or
              fees resulting from Producer's retention of such personnel, if
              any, and any and all other payments resulting from Producer's
              breach of Paragraph II C above, and (b) in the event subsection
              (a) does not protect TOP from liability to a third party and
              enable TOP to enjoy all of its rights hereunder, Producer shall,
              at its expense, if TOP deems it necessary, become and remain
              throughout the production of the Program a signator to the
              collective bargaining agreements of all guilds, unions or labor
              organizations representing such persons and Producer represents
              and warrants that it will comply fully with all of the terms and
              conditions of such agreement(s).

          3.  Producer is a corporation duly organized and existing under the
              laws of the State of Georgia, is in good standing and is
              authorized to do business wherever any pre-production, production
              and post-production of the Program shall take place.
              
          4.  Producer has the financial capacity to perform its obligations
              hereunder and shall maintain such capacity during the term of this
              Agreement.
 
VI.  Entire Agreement.
     ---------------- 

     This Agreement, including the terms and conditions attached hereto,
     constitutes the entire agreement and understanding of the parties hereto
     with respect to the subject matter hereof and supersedes all prior or
     contemporaneous written or oral agreements and representations between the
     parties with respect thereto. This Agreement shall be binding upon and
     inure to the benefit of the parties hereto and their respective successors,
     representatives, assignees and licensees as permitted hereunder. This
     Agreement may be executed in counterparts. This Agreement may not be
     amended or modified except by a written instrument executed by authorized
     representatives of all parties hereto.

                                        Sincerely,

                                        TURNER ORIGINAL PRODUCTIONS, INC.
 

                                      -12-
<PAGE>
 
                                        _______________________________________
                                        Pat Mitchell
                                        President
                                        Turner Original Productions, Inc.
AGREED TO AND ACCEPTED BY:

AMERICAN ARTISTS FILM CORP.


By: /s/ J. Eric Vanatta
    -------------------------------

Title: Vice President/Secretary
       ----------------------------

Date: Oct 24, 1996
      -----------------------------


TURNER ORIGINAL PRODUCTIONS, INC.


By: /s/ Pat Mitchell
    -------------------------------

Title: President
       ----------------------------

Date: 11/4/96
      -----------------------------

                                      -13-
<PAGE>
 
                                  SCHEDULE A

                        (STANDARD TERMS AND CONDITIONS)


The following Standard Terms and Conditions are hereby incorporated within the
agreement dated as of October 11, 1996 (the "Letter Agreement") between American
Artists Film Corp. ("Producer") and Turner Original Productions, Inc. ("TOP"),
as though fully set forth therein.  The Letter Agreement, this Schedule A and
all schedules and exhibits attached hereto and incorporated herein by this
reference are hereinafter collectively referred to as the "Agreement".  In the
event of any conflict between the terms of the Letter Agreement and this
Schedule A, the terms of the Letter Agreement shall control.

     I.    Turnaround:
           ---------- 

           In the event TOP does not elect to produce or otherwise abandons
           production of the Program under this Agreement, TOP shall assign to
           Producer its rights in all materials written, developed or created in
           connection with the production and/or development of the Program
           hereunder including, without limitation, all treatments, scripts,
           shooting scripts, outlines, out-takes, stock footage, trims, still
           photographs, Other Items and other similar and dissimilar items
           (collectively, "Materials"), except to the extent any such Materials
           were owned by TOP or a Related Entity prior to the commencement of
           production of the Program, and TOP shall have a lien ("Lien") on the
           Materials in an amount (the "Secured Amount") equal to all monies
           paid or reimbursed to Producer by TOP hereunder, together with simple
           interest thereon calculated from the time said sums were paid or
           reimbursed by TOP to the time of recoupment at a rate equal to two
           and one-half percent (2-1/2%) above the prime lending rate charged by
           the First Union National Bank of Georgia from time to time during
           such period ("TOP's Interest Rate"). Producer agrees to provide all
           documentation which TOP deems necessary or desirable in order to
           perfect its Lien, including, without limitation, all appropriate UCC
           statements. If TOP does not elect to produce the Program and Producer
           at any time thereafter makes any disposition of the Materials (or any
           substantial element thereof) or produces and/or in any way
           facilitates the development and/or production of a program based, in
           whole or in part, upon the same underlying rights or any treatment
           (including, without limitation, the Treatment) for the Program (the
           "Other Program"), Producer agrees that upon Producer's receipt of
           first monies paid in connection with such disposition of such Other
           Program (excluding monies paid in connection with the further
           development of such Other Program), Producer shall pay, or cause to
           be paid, to TOP all of such monies up to, and until TOP has been
           reimbursed for, the Secured Amount; provided, however, that Producer
           shall not be permitted to make any such disposition of the Materials
           (or any substantial element thereof) or produce or facilitate the
           production of any such Other Program for eighteen (18) months from
           the date on which TOP elects not to produce the Program. Producer
           shall cause TOP to be added to all insurance policies obtained in
           connection with such Other Program as a named insured and shall
           further indemnify, defend and hold harmless

                                      A-1
<PAGE>
 
           TOP, in accordance herewith, for any claims related to such Other
           Program or the disposition of the Materials produced hereunder.

     II.   Deficit Financing:
           ----------------- 

           In the event Producer fails to pay the Deficit as described in
           Paragraph III B of the Letter Agreement, in addition to any other
           remedies which TOP may have, either at law, in equity or otherwise
           hereunder, TOP shall have the right to terminate this Agreement.
           Thereafter, all Materials written, created or developed in connection
           with the Program, including, without limitation, the Shooting Script
           and Script, if any, which are not exclusively owned by TOP under
           Paragraph IV A of the Letter Agreement shall become and/or remain the
           sole and exclusive property of TOP, and TOP may, in addition to any
           other rights it may have, at law, in equity or otherwise hereunder,
           exercise its rights under Paragraph III of this Schedule A and TOP
           shall have no further obligation whatsoever to Producer. In the
           alternative, TOP shall have the option, but not the obligation, to
           pay the Deficit, or any portion thereof, and to direct Producer to
           complete production of the Program in accordance herewith, in which
           event that portion of the Deficit paid by TOP, along with interest
           thereon at TOP's Interest Rate, shall be recoupable by TOP out of the
           first monies, if any, otherwise payable to Producer in connection
           with the exhibition, distribution and other exploitation of the
           Program hereunder (including, without limitation, Producer's
           Participations, if any) or recoverable from any additional monies
           payable to Producer in connection with the Program by TOP or any
           third party.

     III.  Takeover Rights:
           --------------- 

           Notwithstanding anything to the contrary herein, and in addition to
           any and all other remedies available to TOP hereunder, at law or in
           equity, if Producer fails to fund the Deficit, as set forth in
           Paragraph III B of the Letter Agreement, or if Producer is ten
           percent (10%) or more over the Budget as a whole at any time, or if
           Producer is ten percent (10%) or more over the projected cash flow,
           as reflected by the Budget, at any stage of production, or if
           Producer is ten (10) days or more behind the Schedule for the
           Program, or if Producer delivers a Rough Cut, Fine Cut or Final Cut
           which substantially deviates from the Treatment, as reworked from
           time to time, or which substantially fails to incorporate comments
           given by TOP to Producer, TOP shall have the right to demand of
           Producer proof reasonably satisfactory to TOP that Producer has the
           capacity to complete and deliver the Program as required hereunder.
           If Producer fails to make such satisfactory showing, Producer shall
           be deemed in breach of this Agreement and TOP shall, at its option,
           be deemed to have been appointed the manager and agent of Producer
           for the purpose of completing the Program and Producer shall, at
           TOP's request, place at TOP's disposal and under TOP's control, the
           production account and any and all other assets, persons and
           equipment employed and used by Producer in connection with production
           of the Program, so as to allow TOP or its designee(s) to take over
           production of the Program and complete such production in any manner
           which TOP deems feasible or desirable in its sole discretion,
           provided that TOP may use equipment owned by Producer and used in
           connection with production of the Program, if any, only for

                                      A-2
<PAGE>
 
           purposes of continuing production of the Program. In such event, the
           copyright and all rights of copyright and copyright renewal in the
           Program, if any, not previously assigned or granted to TOP hereunder
           and all other rights shall automatically become solely and
           exclusively owned and controlled by TOP, and TOP shall not have any
           further obligation whatsoever to Producer hereunder. In the event TOP
           exercises its rights under this Paragraph III, TOP shall have no
           obligation to provide any of the credits set forth in Paragraph II D
           of the letter Agreement, nor shall TOP have any further obligation to
           pay Producer hereunder. In this regard TOP shall not be obligated to
           pay Producer's Participations or any monies which constitute the
           Producing/Overhead Fee (as defined in Paragraph I B of the letter
           Agreement) including, without limitation, the salaries of any line
           producers, co-producers, associate producers and executive producers,
           except as the parties may otherwise negotiate in good faith, and such
           Producing/Overhead Fee shall not vest in Producer.

     IV.   Quality and Creative Control; Accounting Reports:
           ------------------------------------------------ 

           A.  Quality and Creative Control:
               ---------------------------- 

               The Program shall be of high quality, meeting at least the same
               production and content standards as similar programming currently
               being produced for initial exhibition on commercial over-the-air
               network television in the United States, shall be shot on beta-sp
               and mastered on tape (Digital Beta), in color with a stereo
               soundtrack in the English language, and shall not materially
               deviate from the Shooting Script and Script approved hereunder by
               TOP. As part of TOP's right of creative control, TOP shall have
               the following specific rights:

               1.  The right to view and approve screenings of dailies and/or
                   the Rough Cut, Fine Cut and Final Cut of the Program, and all
                   versions thereof, at TOP's expense;

               2.  The right to send, at TOP's expense, its designee(s) to the
                   shooting set and to all editing sessions, meetings and
                   locations to observe the progress of production and/or post
                   production; and

               3.  The right to examine Producer's books and records, at
                   reasonable times and intervals, to determine whether the
                   production is proceeding on schedule and on budget.

           B.  Accounting Reports:
               ------------------ 

               Producer shall, within fifteen (15) days following the end of
               each calendar month during production of the Program, submit to
               TOP accounting reports prepared on an accrual basis which shall
               be itemized in the same manner as the Budget and prepared
               according to the format shown in the Production Manual, and
               Producer shall, at TOP's written request, provide TOP with
               supporting documentation relating to such accounting reports,
               including, without

                                      A-3
<PAGE>
 
               limitation, invoices, receipts and canceled checks. TOP shall
               make such request only if it reasonably determines that it has a
               need for such supporting documentation.

     V.    Producer's Rights and Obligations:
           --------------------------------- 

           Producer shall be responsible for entering into all employment
           agreements, obtaining all rights with respect to music, film clips
           and Other Items, obtaining workers' compensation insurance and
           delivering the Program as follows:

           A.  Employment Agreements:
               --------------------- 

               1.  All contracts for personnel, studio hire, purchase of goods
                   and services, laboratory work and all other licenses,
                   contracts and obligations in connection with the production
                   of the Program by Producer shall be made and entered into by
                   Producer in its own name, and all such contracts or
                   undertakings shall be consistent with the provisions of this
                   Agreement and the customary practices of the entertainment
                   industry with respect to projects similar to the Program.
                   Such contracts and undertakings shall not be terminated,
                   canceled, modified or rescinded in any manner which would or
                   might prejudice the rights of TOP. All such contracts shall
                   be assignable to TOP, or their designee(s), without
                   restriction. In the event any such contract is assigned to
                   TOP hereunder, TOP shall assume all of Producer's prospective
                   obligations thereunder in writing. Producer's agreements with
                   all third parties providing work in connection with the
                   Program shall provide that such works are works made for
                   hire.

               2.  Producer shall obtain all agreements, licenses and releases
                   with or from third parties necessary for TOP to exploit its
                   rights acquired hereunder, and all such agreements, licenses
                   and releases shall be subject to the terms hereof and to the
                   prior written approval of TOP, it being understood that in no
                   event shall TOP's approval of any agreement, license or
                   release pursuant to this Agreement constitute a waiver of any
                   of TOP's rights or Producer's obligations hereunder. Producer
                   shall deliver all such agreements, licenses and releases to
                   TOP along with delivery of the Rough Cut pursuant to
                   Paragraph II A(1) of the Letter Agreement; provided, however,
                   in the event any additional agreements, licenses and releases
                   are required in connection with the Fine Cut and/or Final
                   Cut, Producer shall deliver all such additional agreements,
                   licenses and releases to TOP along with delivery of the Fine
                   Cut and/or Final Cut (as applicable) pursuant to Paragraphs
                   II A(1) of the Letter Agreement. Producer shall be
                   responsible for the payment of all compensation to all below
                   and above-the-line personnel who render services in
                   connection with the Program, and no payments shall become due
                   and owing any such personnel in connection with the
                   exploitation of the Program in any and all media, whether now
                   known or hereafter devised, throughout the universe in
                   perpetuity. Without limiting Producer's obligations under
                   this Paragraph V A(2), TOP

                                      A-4
<PAGE>
 
                   shall have the right, but not the obligation, in its sole and
                   absolute discretion, to make any payments that may become due
                   and owing any vendors, suppliers, employees, film processing
                   laboratories or any other third parties who render services
                   or provide materials to Producer in connection with the
                   Program, and all such payments made by TOP shall be deducted
                   from any and all sums due and owing Producer hereunder
                   (including, without limitation, the Purchase Price).

               3.  Producer shall use reasonable good faith efforts to have all
                   members of the cast available on the set for appearances in
                   promotional announcements and still photographs, for no
                   additional compensation, which TOP may desire in connection
                   with the advertising and/or promotion of the Program or of
                   TOP generally.

               4.  Producer shall have all responsibilities of an employer,
                   including, without limitation, those arising under any
                   present or future legal requirements relating to worker's
                   compensation, insurance, social security, tax withholding,
                   pension, health and welfare plans under any legal
                   requirements or any applicable guild agreement.

               5.  Producer hereby agrees that all agreements that Producer
                   enters into with all third parties in connection with the
                   Program and/or the Treatment and Script shall provide that
                   all such third parties shall waive any right of droit moral
                                                                   ----- -----
                   or any similar right with respect to the Program and/or the
                   Treatment and Script and agree not to institute, support,
                   maintain or permit any action or lawsuit on the ground that
                   any motion picture or television production produced
                   thereunder (including, without limitation, the Program) or
                   any other exercise of the rights conveyed, granted and
                   assigned by such third parties to Producer thereunder,
                   constitutes an infringement of any right of droit moral or
                                                               ----- -----
                   any similar right, or is in any way a defamation or
                   mutilation of the Program and/or the Treatment and Script, or
                   any part thereof, or of the reputation of such third parties,
                   or contains unauthorized variations, alterations,
                   modifications, changes or translations thereof.

           B.  Music, Film Clips and Other Items:
               --------------------------------- 

               1.  Music:
                   ----- 

                   (a)   Producer agrees that it shall engage the composer(s) of
                         any and all original music which may be incorporated in
                         the Program to compose, arrange and orchestrate such
                         original music under one or more binding agreement(s)
                         and Producer agrees that it shall ensure that such
                         agreement(s) shall indicate that the results and
                         proceeds of such composer's efforts shall be considered
                         works made for hire or, in the event the doctrine of
                         work-for-hire is not recognized in the applicable
                         jurisdiction, Producer shall require such composer(s)
                         to

                                      A-5
<PAGE>
 
                         assign to TOP or its designee(s) the whole of each such
                         composer's rights, title and interest in and to such
                         music throughout the universe in perpetuity (including,
                         without limitation, the copyright in and to such music
                         for the duration of such rights). In any event, the
                         terms and conditions of any such agreement(s) with any
                         such composer(s) shall be subject to TOP's written
                         approval.

                   (b)   With regard to other musical compositions which are
                         incorporated in the Program, Producer agrees to obtain
                         and fully pay for, without any further obligation of
                         royalties or other deferred payments, any and all
                         necessary agreements, consents, releases and licenses,
                         including, without limitation, synchronization licenses
                         and master use licenses, which shall authorize Producer
                         and its assignees, licensees and designees to record,
                         cablecast, telecast, broadcast, transmit, perform,
                         exhibit and otherwise exploit the Program incorporating
                         such musical compositions in all media whatsoever,
                         whether now known or hereafter devised, throughout the
                         universe in perpetuity. In any event, Producer agrees
                         that it shall consult with TOP regarding all music
                         licenses and that the terms and conditions thereof
                         shall be subject to TOP's written approval. Producer
                         shall assign to TOP, or its designee(s), on demand, all
                         rights concerning such other musical compositions which
                         Producer shall acquire in accordance herewith. Producer
                         shall deliver all such music licenses to TOP along with
                         delivery of the Rough Cut pursuant to Paragraph II A(1)
                         of the Letter Agreement; provided, however, in the
                         event any additional music licenses are required in
                         connection with the Fine Cut and/or Final Cut, Producer
                         shall deliver all such additional music licenses to TOP
                         along with delivery of the Fine Cut and/or Final Cut
                         (as applicable) pursuant to Paragraph II A(1) of the
                         Letter Agreement.

               2.  Film Clips and Other Items:
                   -------------------------- 

                   Producer shall use due care in the selection, purchase, lease
                   and licensing of any items, including, without limitation,
                   film clips, still photographs, voice recordings and other
                   items of a similar or different nature (collectively, "Other
                   Items") to be used in connection with the production of the
                   Program, and Producer agrees to obtain and fully pay for any
                   and all necessary agreements, consents, releases and
                   licenses, which shall authorize TOP and its assignees,
                   licensees and designees to reproduce, cablecast, broadcast,
                   telecast, transmit, perform, exhibit and otherwise exploit in
                   all media whatsoever, whether now known or hereafter devised,
                   throughout the universe in perpetuity the likeness (and/or
                   sound, if applicable) of such Other Items as they are
                   incorporated in the Program and in any advertising and
                   promotion related to the Program. In any event, it is
                   specifically understood and agreed that TOP shall have
                   approval of all such agreements, consents, releases and
                   licenses, and Producer shall deliver all 

                                      A-6
<PAGE>
 
                   such agreements, consents, releases and licenses to TOP along
                   with delivery of the Rough Cut pursuant to Paragraph II A(1)
                   of the Letter Agreement; provided, however, in the event any
                   additional agreements, consents, releases and licenses are
                   required in connection with the Fine Cut and/or Final Cut,
                   Producer shall deliver all such additional agreements,
                   consents, releases and licenses to TOP along with delivery of
                   the Fine Cut and/or Final Cut (as applicable) pursuant to
                   Paragraph II A(1) of the Letter Agreement. Producer shall
                   assign to TOP, or its designee(s), on demand all rights
                   concerning the use of such Other Items which Producer shall
                   obtain in accordance herewith.

      C.  Insurance:
          --------- 

          TOP shall seek to obtain, on Producer's behalf, insurance for the
          Program. The cost of such insurance shall be charged against the
          Budget and such policies shall include Producer as a named insured.
          Such insurance shall contain such coverage, limits and deductibles as
          are standard and customary for documentary programs which are similar
          to the Program and which are produced for initial exhibition on
          television in the United States. Such insurance typically includes
          general liability insurance, cast insurance, if applicable, and errors
          and omissions insurance. It is understood and agreed that Producer
          shall be responsible for any and all deductibles under such insurance
          coverage and shall be responsible for any deductibles under such
          insurance coverage and obtaining workers' compensation insurance.
          Producer shall require all independent contractors with which Producer
          contracts in connection with the Program to carry workers'
          compensation insurance for their employees, the cost of which shall
          not be borne by TOP. Producer shall provide TOP with certificates of
          insurance evidencing that Producer has obtained workers' compensation
          insurance. Without limiting the generality of Paragraph XI G of this
          Schedule A, Producer shall be deemed the applicant for any insurance
          obtained by TOP on Producer's behalf and shall prepare all forms and
          execute all documents related thereto and shall also perform any other
          acts necessary to obtain and maintain such insurance. Producer shall
          be required to furnish to TOP completed applications for all forms of
          insurance required by TOP immediately following execution of this
          Agreement; provided, however, that Producer shall have until the date
          on which the Rough Cut must be delivered to TOP to furnish TOP with a
          completed application for errors and omissions insurance. Nothing in
          this paragraph shall serve to limit or alter Producer's obligations
          under Paragraph IX of this Schedule A. TOP shall provide copies of
          relevant policies to Producer upon Producer's request.

      D.  Delivery:
          -------- 

          1.  On or before the Delivery Date, Producer shall, at its expense,
              cause all of the Delivery Materials to be delivered to TOP at 1050
              Techwood Drive, NW, Atlanta, Georgia, 30318, Attention: George
              Puckhaber, or to such other location(s) as TOP may designate in
              writing.

                                      A-7
<PAGE>
 
          2.   Producer specifically acknowledges and agrees that timely
               delivery of the Delivery Materials set forth above is of the
               essence of this Agreement. In the event any or all of the
               Delivery Materials delivered to TOP by Producer hereunder are
               not, in TOP's sole reasonable judgment, of acceptable technical
               quality, in addition to any other remedies which TOP may have, at
               law, in equity or otherwise hereunder, TOP shall have the right
               to require Producer, at its expense, to deliver forthwith
               replacements for such unacceptable Delivery Materials, which
               replacements shall meet the specifications and standards of
               quality set forth herein.

 VI.  Copyright:
      --------- 

      1.  It is specifically understood and agreed that as part of TOP's rights
          as the sole and exclusive owner of the copyright and all rights of
          copyright and copyright renewal in and to the Program throughout the
          universe, TOP shall have the exclusive right and interest in and to
          any royalty payments deriving from the Program to which it may be
          entitled pursuant to Sections 111(d) and 119 of the Copyright Act of
          1976, as now existing or hereafter amended (the "Copyright Act"), or
          similar legislation that may hereafter be enacted, or from any other
          entity collecting and distributing retransmission royalties anywhere
          throughout the universe. TOP, or its designee(s), may, for its own
          interests and the interests of Producer, make whatever application is
          necessary to petition for such royalty payments. Producer agrees to do
          all such acts and execute all such documents as TOP may, in its sole
          discretion and at its expense, desire or require in order to comply
          with the requirements of the Copyright Act, such similar legislation
          or such other entity.

      2.  Without in any way limiting any provisions of the Letter Agreement,
          TOP, on the one hand, and Producer, on the other hand, acknowledge and
          agree that the following are in full and complete consideration of,
          and constitute equitable remuneration for, the Rental and Lending
          Rights, as defined in the Letter Agreement: (i) Within the
          Producing/Overhead Fee and the Advance, if any, provided for in this
          Agreement, not less than three and eight-tenths percent (3.8%) thereof
          shall be deemed allocated to the Rental and Lending Rights, and, if
          Producer's Participations are payable pursuant to this Agreement, not
          less than three and eight-tenths percent (3.8%) thereof shall be
          deemed allocated to the Rental and Lending Rights; (ii) any sums
          payable to Producer with respect to the Rental and Lending Rights
          under any applicable collective bargaining or other industry-wide
          agreement; and (iii) the residuals payable to Producer under any such
          collective bargaining or other industry-wide agreement with respect to
          home video exploitation which are reasonably attributable to sale of
          home video devices for rental purposes in the territories or
          jurisdictions where Rental and Lending Rights are recognized. If under
          the applicable law of any territory or jurisdiction, any additional or
          different form of compensation is required to satisfy the requirement
          of equitable remuneration, then it is agrees that the grant hereunder
          to TOP of Rental and 

                                      A-8
<PAGE>
 
          Lending Rights shall nevertheless be fully effective, and TOP shall
          pay Producer such compensation or, if necessary, the parties shall in
          good faith negotiate the amount and nature thereof in accordance with
          applicable law; provided, however, that if and to the extent permitted
          by such law, all amounts described in (ii), (ii) and (iii) above shall
          be applied against, and deducted from, any such additional
          compensation.

 VII. Distribution Rights:
      ------------------- 

      A.  Definitions:  As used in this Agreement, the following terms shall
          have the following definitions:

          1. "Distribution Rights": The exclusive right, but not the obligation,
             to distribute, transmit, display, project, exhibit, license,
             simulcast, cablecast, telecast, broadcast and otherwise exploit the
             Program.

          2. "Television Media": Any and all forms of television, whether now
             known or hereafter devised, including, without limitation,
             superstation telecast, free over-the-air television syndication,
             network television, pay cable, basic cable, pay per view, satellite
             television, DBS, STV, SMATV, MDS and MMDS, or any other
             transmission and exhibition of the Program where the originating
             transmission and ultimate viewing do not take place in immediate
             proximity to one another.

          3. "Video Media":  Any and all forms of video devices, whether now
             known or hereafter devised, including, without limitation, video
             discs, video cassettes, and other playback devices causing a visual
             image of the Program on the screen of a television receiver or any
             other viewing device where the video device and viewing device are
             in immediate proximity to one another.

          4. "Non-Theatrical Media":  Any and all forms of non-theatrical
             exhibition, including, without limitation, film festivals,
             previews, premiers, industry screenings, market testing, charitable
             benefits, distribution to educational, institutional or other
             organizations, airlines for in-flight exhibition, trains for in-
             transit exhibition, ships-at-sea, remote corporate locations and
             U.S. military bases.

          5. "Theatrical Media":  Any and all forms of exhibition in theaters or
             similar locations in which a fee or admission charge is paid by the
             viewing audience and specifically not including exhibition in Non-
             Theatrical Media, Video Media and Television Media.

          6. "Interactive/Electronic Publishing":  The right to reproduce,
             publish, adapt, distribute, display and perform the Program, or any
             portion thereof, and also the right to license the foregoing
             rights, for publication, distribution, display and/or performance
             alone or in combination with other works (e.g., 
                                                       -----

                                      A-9
<PAGE>
 
               in complete, condensed, adapted or abridged versions, and in
               compilations) in any manner intended to make the Program, or any
               portion thereof, available in visual form (with or without audio)
               for reading, viewing, manipulating and otherwise accessing
               (whether sequentially or non-sequentially) by any electronic
               means, method, device, process or medium for electronic
               reproduction, publication, distribution or transmission, whether
               now known or hereafter developed, including without limitation,
               digital, optical and magnetic information storage and retrieval
               systems, floppy diskette-based software, CD-ROM, silicon chip,
               interactive software and discs, and on-line
               electronic/telephonic, cable, fiber-optic or satellite-based
               transmission. As used herein, the term "Interactive/Electronic
               Media" specifically does not include Television Media, Video
               Media or Non-Theatrical Media.

          7.   "Incidental Rights": Such rights include, without limitation, the
               following rights:

               (a)  To translate the Program into any and all languages; to
                    change, transpose, revise, rearrange, edit, insert any logo
                    of TOP or its designee(s), add to and subtract from the
                    Program; and to advertise, merchandise, publicize, promote
                    and enter into any commercial ties with respect to the
                    Program, and to use the elements and the title thereof in
                    any manner and through any media whatsoever, whether now
                    known or hereafter devised, and to publish or cause to be
                    published in any and all languages and in serial form or
                    such other form (including, without limitation, publication
                    in newspapers, fan magazines and trade periodicals),
                    synopses, summaries, resumes and stories of the Program and
                    to use excerpts therefrom in any and all forms of
                    advertising and publicity whatsoever.

               (b)  To use all literary material written for the Program, all
                    stills, artwork and designs used in connection with the
                    Program, all film clips, recordings, trailers, sound tracks,
                    and any other tangible and intangible property relating to
                    the Program and all rights in and to the foregoing and all
                    subsidiary, ancillary and related rights, including, without
                    limitation, the right to produce prequels, sequels, remakes,
                    television series and any other additional pictures relating
                    to the Program, subject to any applicable terms and
                    conditions regarding same in the Letter Agreement,
                    merchandising and commercial tie-up rights, and the right to
                    use the names, likenesses and voices of all persons
                    rendering services in connection with the Program.

          8.   "Related Entities":  The parent, subsidiaries and otherwise
               affiliated entities of TOP and Producer.

          9.   "Related Station": Any television station, satellite delivered
               cable program service, direct broadcast satellite system, cable
               system, superstation, 

                                     A-10
<PAGE>
 
               network or other entity or facility for the transmission of audio
               and visual signals of any kind, owned or operated, in whole or in
               part, by TOP or any Related Entity of TOP.

          10.  "Western Hemisphere Territory": All countries comprising North,
               Central and South America and their respective territories,
               possessions, protectorates, commonwealths (including, without
               limitation, Puerto Rico) and, wherever located, their military
               posts, government installations and ships-at-sea flying their
               flags or whose principal ports of call are located therein, and
               all countries, principalities, territories, protectorates,
               colonies and other governmental entities of any kind or nature
               whatsoever throughout the Caribbean (including, but not limited
               to, those which are more specifically set forth in Schedule B,
               attached hereto and incorporated herein by this reference) and
               Bermuda.

          11.  "International Territory":  All territories outside the Western
               Hemisphere Territory.

          12.  "International Gross Receipts": Any and all sums actually paid to
               and received by TOP in connection with TOP's exploitation of the
               Program in the International Territory solely via Television
               Media and Video Media, other than the exploitation of the Program
               by any Related Station, it being understood that no share of any
               advance or guarantee shall be included in International Gross
               Receipts until it is fully earned and non-refundable and that all
               refunds and rebates given by TOP shall be deducted from
               International Gross Receipts.

          13.  "International Distribution Expenses": Any and all actual out-of-
               pocket costs and expenses (plus interest at TOP's Interest Rate)
               paid or incurred by TOP or any of its Related Entities, or on
               behalf of TOP or any of its Related Entities by any third party,
               including, without limitation, any third party distributor or 
               sub-distributor, in connection with the exploitation of TOP's
               Television Media and Video Media rights hereunder in the
               International Territory, including, without limitation, all
               manufacturing, marketing, shipping and handling charges arising
               from TOP's exploitation and distribution of the Program via Video
               Media and all residuals to be paid by TOP hereunder, if any, and
               other usual and customary costs and expenses of distribution
               incurred in accordance with the standard and customary accounting
               practices and procedures of the entertainment industry.

          14.  "International Distribution Fee": A sum equal to thirty-five
               percent (35%) of International Gross Receipts which shall be
               retained by TOP and shall be inclusive of all fees of
               subdistributors which are Related Entities of TOP. In this
               regard, it is specifically understood and agreed that TOP shall
               have the right, in its sole discretion, to use unrelated
               subdistributors; provided, however, that in the event unrelated
               subdistributors are used, TOP shall be 

                                     A-11
<PAGE>
 
               entitled to an administrative fee of ten percent (10%) of
               applicable International Gross Receipts, but the combined fees of
               TOP and such unrelated subdistributors shall not exceed fifty
               percent (50%) of the applicable International Gross Receipts.

          15.  "International Net Profits": The amount of International Gross
               Receipts remaining after deduction of the following amounts in
               the following order: (i) TOP's International Distribution Fee,
               (ii) TOP's International Distribution Expenses (it being
               understood that no International Distribution Expense shall be
               deducted from International Gross Receipts more than once) and
               (iii) fifty percent (50%) of all costs charged to or incurred or
               paid by TOP in connection with the development and/or production
               of the Program, calculated in accordance with the standard and
               customary accounting practices and procedures of the
               entertainment industry, plus interest at TOP's Interest Rate.

      B.  Third Party Payments:
          -------------------- 

          It is specifically understood and agreed that Producer shall be solely
          responsible for the payment of any and all compensation in connection
          with the production, exhibition and distribution of the Program
          payable to any individuals or entities rendering services or providing
          materials used in connection with the production of the Program,
          including, without limitation, any and all residuals, re-use fees,
          royalties, deferments, bonuses or any other similar forms of
          compensation whatsoever. Nothing contained in this Agreement shall
          obligate TOP to pay or account to any third party in connection with
          the production, distribution or other exploitation of the Program
          hereunder.

      C.  Accounting:
          ---------- 

          TOP agrees to maintain accurate books and records regarding
          distribution of the Program as such distribution relates to Producer's
          Participations and TOP agrees to account to Producer in connection
          with Producer's Participations. In this regard, TOP agrees to deliver
          to Producer no later than ninety (90) days after the end of each
          Accounting Period (as defined below in this Paragraph VII C) a written
          statement wazzu setting forth the amount of gross receipts received
          from TOP's exploitation of the Program as such exploitation relates to
          Producer's Participations, if any, during such Accounting Period or
          stating that no such gross receipts were received during such
          Accounting Period; provided, however, all statements shall be deemed
          conclusive unless Producer has made specific objections thereto within
          eighteen (18) months of the date of such statement. Such statement
          shall set forth the amount, if any, of Producer's Participations and
          shall be accompanied by any payment due Producer hereunder. Producer
          shall have the right to examine TOP's books and records regarding
          Producer's Participations once per Accounting Period and only during
          reasonable hours and upon reasonable notice. For the purposes of this

                                     A-12
<PAGE>
 
          Agreement, the "Accounting Period" shall be semi-annual and shall
          commence upon delivery of the Program hereunder. After three (3)
          years, the Accounting Period shall become annual. TOP shall not be
          obligated to provide a written statement to Producer if there have
          been no gross receipts relating to Producer's Participations for any
          two (2) consecutive Accounting Periods and shall not be required to
          resume providing such written statements until the first Accounting
          Period thereafter in which there are such gross receipts.

VIII. Producer's Representations and Warranties:
      ----------------------------------------- 

      Producer represents and warrants to TOP as follows:

      A.  Neither the Program nor any element thereof including without
          limitation the Materials, nor the exploitation by TOP of any rights
          acquired by it hereunder, shall defame, violate the rights of privacy
          or publicity, or violate any copyright, trademark or service mark,
          "droit d'auteur", common law or other right, including, without
          limitation, any literary, dramatic, comedic, musical, distribution,
          exhibition or photoplay right, of any person, firm or entity or
          violate any other applicable law, provided that such representation
          and warranty shall not apply to elements provided by TOP or a Related
          Entity except to the extent that the manner of such use by Producer
          gives rise to any claim.

      B.  Producer has the right to enter into this Agreement, to grant the
          rights herein granted and to perform fully all of its obligations
          hereunder. Producer has researched or will research the subject matter
          of the Program fully. All material contained in the Shooting Script
          and Script (and all drafts and re-workings thereof) shall be either
          (i) wholly original with writer(s) duly employed by Producer and not
          copied, in whole or in part, from any other work, or (ii) duly
          licensed, or (iii) in the public domain. Producer's agreements with
          all third parties providing work in connection with the Program shall
          provide that such works are works made for hire. Producer has or shall
          have acquired all rights necessary to Producer's grant of rights to
          TOP hereunder including, without limitation, any and all rights in the
          Shooting Script and Script (and all drafts and re-workings thereof)
          and any other underlying literary material on which the Program shall
          be based, and Producer is or shall prior to completion of the Program
          become the sole owner of all such rights. Without limiting the
          provisions of Paragraphs V A(2) and V B of this Schedule A and the
          Delivery Schedule, Producer shall, at TOP's request, deliver to TOP
          copies of all documents that evidence Producer's acquisition of such
          rights including, without limitation, all certificates of copyright,
          music synchronization licenses, music performing licenses, music
          master recording licenses, still photo licenses, film or videotape
          footage licenses and other appropriate licenses of all elements of the
          Program.

      C.  With respect to each musical composition contained in the Program, the
          performing rights necessary for exhibition of the Program are or will
          be:

                                     A-13
<PAGE>
 
          1.   controlled by American Society of Composers, Authors and
               Publishers ("ASCAP"), Broadcast Music Inc. ("BMI") or SESAC;

          2.   in the public domain; or

          3.   owned by or licensed to Producer.

      D.  The credits which shall be contained in the Program shall be complete
          and accurate and shall not omit any party or entity entitled to any
          credit for providing services in connection with the Program, nor
          shall any credit provided in the Program be inaccurate, improper or
          insufficient under any applicable law.

      E.  None of the rights herein granted to TOP have been transferred to any
          third party and said rights are free from any liens, claims and
          encumbrances whatsoever in favor of any other party and have not been
          in any way limited, diminished, or impaired. There are no claims,
          litigation or other proceedings pending or threatened which might
          adversely affect TOP's rights hereunder.

      F.  Producer shall conform to the requirements of Section 507 of the
          Federal Communications Act concerning broadcast matter and disclosures
          required thereunder, insofar as said Section 507 applies to persons
          furnishing program material for television broadcasting, and the
          Program shall not include any matter for which any money, service or
          other valuable consideration shall be directly or indirectly paid or
          promised to Producer by any third party, or accepted from or charged
          to any third party by Producer. Producer shall exercise reasonable
          diligence to inform its employees, agents and other persons with whom
          it deals with directly or indirectly in connection with the Program of
          the requirements of said Section 507. As used herein, the term
          "service or other valuable consideration" shall not include any
          service or property furnished without charge or at a nominal charge
          for use in, or in connection with, the Program, unless such service or
          property is furnished in consideration for an identification in a
          broadcast of any person, product, service, trademark or brand name
          beyond an identification which is reasonably related to the use of
          such service or property within the Program.

 IX.  Indemnification:
      --------------- 

      A.  Producer hereby agrees to assume liability for, and shall indemnify,
          defend, protect, save and hold harmless TOP and its Related Entities,
          and their respective agents, officers, directors, employees,
          successors, licensees, assignees and attorneys, from and against, any
          and all claims, counterclaims, actions, suits, costs, liabilities,
          liens, judgments, obligations, losses, penalties, damages or expenses
          of any nature whatsoever, including, without limitation, reasonable
          attorneys' fees (including, without limitation, an applicable share of
          in-house attorneys' costs and expenses) and court costs, whether fixed
          or 

                                     A-14
<PAGE>
 
          contingent, threatened or actual, known or unknown, liquidated or
          unliquidated, of any kind or nature whatsoever (collectively,
          "Claims"), imposed on, incurred by, or asserted against TOP and its
          Related Entities, and their respective agents, officers, directors,
          employees, successors, licensees, assignees and attorneys, by any
          third party, arising out of or related to, or allegedly arising out of
          or related to the Program or any breach or alleged breach of any
          representation, warranty, covenant or obligation of Producer contained
          in or made pursuant to this Agreement except to the extent any Claim
          arises out of or relates to a breach by TOP of any of its
          representations, warranties, covenants or obligations contained herein
          or made pursuant hereto. Notwithstanding anything to the contrary
          contained in this Agreement, Producer's obligation to indemnify,
          defend and hold harmless TOP as provided in this Paragraph IX.A. shall
          remain in full force and effect and shall not be modified or abridged
          in any way in the event TOP exercises its right to accept from
          Producer rights, representations and/or warranties from third parties
          who appear in the Program or who provide services or materials in
          connection with the Program inconsistent with the requirements
          regarding same as provided throughout this Agreement.

      B.  TOP hereby agrees to assume liability for, and shall indemnify,
          defend, protect, save and hold harmless Producer and its Related
          Entities, and their respective agents, officers, directors, employees,
          successors, licensees, assignees and attorneys, from and against, any
          and all Claims (as defined in the preceding subparagraph A) imposed
          on, incurred by, or asserted against Producer and its Related
          Entities, and their respective agents, officers, directors, employees,
          successors, licensees, assignees and attorneys, by any third party,
          arising out of or related to, or allegedly arising out of or related
          to any breach or alleged breach of any representation, warranty,
          covenant or obligation of TOP contained in or made pursuant to this
          Agreement, excluding any Claims arising out of or related to, at least
          in part, a breach by Producer of any of its representations,
          warranties, covenants or obligations contained herein or made pursuant
          hereto.

      C.  For the purposes of this Agreement, the party being indemnified under
          Paragraph IX A or B above shall be referred to as the "Indemnified
          Party" and the party indemnifying the Indemnified Party thereunder
          shall be referred to as the "Indemnifying Party". The Indemnified
          Party shall as promptly as is reasonably practicable give the
          Indemnifying Party written notice of all Claims that are brought or
          asserted against it by any third party. After receiving such notice,
          the Indemnifying Party shall assume and control the defense of such
          Claims, including, without limitation, the disposition of such Claims
          (by compromise, settlement or other resolution) and the employment of
          counsel, at its own expense, reasonably acceptable to the Indemnified
          Party. The Indemnified Party shall cooperate in all reasonable
          respects with the Indemnifying Party in the defense of such Claims
          (including, without limitation, pending actions or proceedings which
          are the subject of the indemnification under this Paragraph IX). The
          Indemnified Party shall have the right to

                                     A-15
<PAGE>
 
          participate in the defense of all such Claims and employ separate
          counsel, at its own expense, in connection therewith. The Indemnifying
          Party shall obtain the written consent of the Indemnified Party with
          respect to any settlement which involves more than a de minimis
                                                               ----------     
          adverse effect on the Indemnified Party or in any way affects any of
          the Indemnified Party's rights under this Agreement.

 X.   Press Releases/Publicity:
      ------------------------ 

      The initial press releases for the Program shall be made by TOP and shall
      include mention of Producer. If Producer desires to issue a press release
      relating to the Program, Producer shall submit the text of any such press
      release to TOP for its approval, which shall not be unreasonably withheld.
      Without limiting Producer's obligations under Paragraph II.E.2 of the
      Letter Agreement, TOP shall handle all publicity and advertising for the
      Program.

 XI.  Miscellaneous:
      ------------- 

      A.  Independent Contractors:
          ----------------------- 

          Producer and TOP are independent contractors with respect to each
          other. Nothing herein shall create any association, partnership, joint
          venture or agency relationship between the parties.

      B.  Attorney In Fact:
          ---------------- 

          In the event Producer fails to take any action or execute any document
          necessary to assign any rights of copyright or any agreements,
          contracts, licenses, clearances, releases or consents as required
          pursuant to the terms hereof, Producer hereby appoints TOP, or TOP's
          designee(s), as Producer's attorney in fact to do all such acts and
          execute all such documents, and it is hereby acknowledged that this
          power is coupled with an interest.

      C.  Reservation of Rights.
          --------------------- 

          Notwithstanding anything to the contrary in this Agreement, TOP hereby
          reserves the right to accept, review and approve any treatments,
          outlines or synopses involving subject matter similar to that of the
          Treatment as may be submitted by third parties, and to produce any
          programs based on any such third party treatments, regardless of
          whether TOP produces the Program based on the Treatment.

      D.  Default and Remedies:
          -------------------- 

          1.   In the event TOP is in breach of any provision of this Agreement,
               Producer specifically acknowledges and agrees that the damage, if
               any, caused thereby will not be irreparable or otherwise
               sufficient to entitle Producer to injunctive or other equitable
               relief. Producer's rights and remedies in any 

                                     A-16
<PAGE>
 
               such event shall be strictly limited to the right, if any, to
               recover damages in an action at law. Producer shall not be
               entitled by reason of any such breach to rescind this Agreement,
               to restrain TOP's exercise of any of the rights granted to TOP
               hereunder, or to enjoin or restrain the distribution or
               exhibition of the Program hereunder in any media whatsoever,
               whether now known or hereafter devised, or any advertising,
               publicity or promotion in connection.

          2.   In the event Producer is in breach of any provision of this
               Agreement, in addition to any and all other remedies, whether at
               law, in equity or otherwise hereunder, which might be available
               to TOP, Producer specifically acknowledges and agrees that the
               services and product which it is providing to TOP hereunder are
               of a unique nature such that the injury and damage resulting from
               any default or breach by Producer shall not be adequately
               compensated by a remedy at law; therefore, in addition to any
               other remedies which TOP might have, TOP shall be entitled to
               injunctive and other equitable relief.

          3.   All remedies, rights, undertakings, obligations and agreements
               contained in this Agreement shall be cumulative and shall not in
               any way limit any other remedy, right, undertaking, obligation or
               agreement of either party.

      E.  Force Majeure:
          ------------- 

          1.   As used herein, "Force Majeure" shall mean and include any act of
               God, inevitable accident, fire, lockout, strike or other labor
               dispute, riot or civil commotion, act of public enemy, failure of
               transportation facilities, enactment, rule, order or act of
               government or governmental instrumentality (whether domestic or
               foreign and whether federal, state or local, or the foreign
               equivalent thereof), failure of technical facilities, or any
               other cause of any nature whatsoever beyond the control of the
               parties hereto which was not avoidable in the exercise of
               reasonable care and foresight.

          2.   In the event production or delivery of the Program as required
               hereunder is delayed as a result of any Force Majeure, the party
               having knowledge of such Force Majeure shall immediately notify
               the other party in writing as soon as practicable, specifying the
               exact nature of the event or circumstances, and the parties shall
               attempt, in good faith, to resolve any problems resulting from
               such delay. In the event such problems cannot be adequately
               resolved to both parties' satisfaction within six (6) months from
               the date such Force Majeure commences, Producer or TOP shall have
               the option of terminating this Agreement, in which event:

               (a)  TOP shall not be obligated to pay any further funds to
                    Producer hereunder;

                                     A-17
<PAGE>
 
               (b)  All funds previously paid to Producer hereunder for which
                    Producer is not obligated to pay third parties for goods,
                    services or rights rendered or granted in connection with
                    the Program as provided hereunder and a prorata share of any
                    producing fee included in the Budget shall be refunded to
                    TOP; and

               (c)  All Materials (including, without limitation, the Shooting
                    Script and Script) shall be exclusively owned by TOP in
                    accordance with the provisions of Paragraph IV A of the
                    Letter Agreement. Without limiting the generality of the
                    foregoing, TOP shall notify Producer in writing in the event
                    TOP intends to continue or recommence production of the
                    Program at any time after termination hereof pursuant to
                    this Paragraph XI E(2). In so doing, if TOP determines in
                    good faith that the unspent portion of the Purchase Price is
                    sufficient to enable Producer to complete and deliver the
                    Program to TOP as required hereunder, Producer shall have
                    the right, exercisable by delivery of written notice to TOP
                    (which must be delivered within ten (10) business days of
                    Producer's receipt of said notice from TOP), to complete
                    production of the Program in accordance with the terms and
                    conditions set forth herein. On the other hand, if TOP
                    determines in good faith that the unspent portion of the
                    Purchase Price is insufficient to enable Producer to
                    complete and deliver the Program to TOP as required
                    hereunder, Producer shall have the right, exercisable in the
                    same manner as above, to enter good faith negotiations with
                    TOP to arrive at an agreement pertaining to Producer's
                    completion and delivery of the Program. If, under either
                    scenario, Producer fails to notify TOP within said ten (10)
                    business day period of Producer's intention to exercise its
                    right to complete production of the Program hereunder, or if
                    the parties fail to reach an agreement under the latter
                    scenario, TOP shall have no further obligation whatsoever to
                    Producer in connection with the Program.

               (d)  Except as expressly set forth in this Paragraph XI E(2),
                    Producer shall have no further rights hereunder whatsoever
                    following the termination of this Agreement as a result of
                    an event of Force Majeure.

      F.  Notices:
          ------- 

          All notices which either party hereto is required or may desire to
          give to the other party hereunder shall be in writing and shall be
          given either by personal delivery (including by means of overnight
          delivery services), telegram, telex (toll prepaid), telecopy or other
          electronic means or by registered or certified mail (postage prepaid),
          air mail if available. Such notices shall be deemed given on the date
          delivered, telegraphed, telexed, telecopied or otherwise delivered by
          electronic means or, if mailed, on the date received. Until further

                                     A-18
<PAGE>
 
          notice, all notices given hereunder shall be addressed to Producer and
          TOP as follows:

               TO TOP:
               ------ 

               Turner Original Productions, Inc.
               1050 Techwood Drive, N.W.        
               Atlanta, Georgia 30318           
               Attn.: Louis Lettes              
               Vice President, Business Affairs 
               Tel # (404) 885-0916             
               Fax # (404) 885-0473              

               cc:  Turner Original Productions, Inc.                   
                    1050 Techwood Drive, N.W.                           
                    Atlanta, Georgia 30318                              
                    Attn.:  Pat Mitchell, President                     
                    Tel # (404) 885-4454                                
                    Fax # (404) 885-4433                                
                                                                        
               cc:  Turner Broadcasting System, Inc.                    
                    One CNN Center                                      
                    P. O. Box 105366                                    
                    Atlanta, Georgia  30348-5366                        
                    Attn.:  Lee Brooks Rivera, Senior Counsel           
                    Tel # (404) 827-4945                                
                    Fax # (404) 827-1995                                 
                                                                       
                                                                       
               TO PRODUCER:                                            
               -----------                                             
                                                                       
               American Artists Film Corp.                             
               1245 Fowler St., NW                                     
               Atlanta, Georgia 30318                                  
               Attn.:  Rex Hauck                                       
               Tel # (404) 876-7373                                    
               Fax # (404) 885-9831                                     

      G.  Severability:
          ------------ 

          Nothing contained in this Agreement shall be construed to require the
          commission of any act contrary to law, statute, ordinance, order or
          regulation, and wherever there is any conflict between any provision
          of this Agreement and any of the foregoing, contrary to which the
          parties hereto have no legal right to contract, such law, statute,
          ordinance, order or regulation shall prevail; provided, however, in
          such event: (a) the provision of this Agreement so affected shall be
          limited only to the extent necessary to permit compliance with 

                                     A-19
<PAGE>
 
          the minimum legal requirement; (b) no other provisions of this
          Agreement shall be affected thereby; and (c) all such other provisions
          shall continue in full force and effect. The parties shall negotiate
          in good faith to replace any invalid, illegal or unenforceable
          provision with a valid provision, the effect of which comes as close
          as possible to that of such invalid, illegal or unenforceable
          provision.

      H.  Further Documents:
          ----------------- 

          Each party hereto shall execute any and all further instruments which
          either party may deem reasonably necessary, desirable or proper to
          carry out the purposes of this Agreement.

      I.  Prior Agreements; Waivers; Paragraph Headings; Modification:
          ----------------------------------------------------------- 

          This Agreement supersedes all prior agreements and understandings
          between the parties hereto, whether oral or written, pertaining to the
          subject matter hereof. No waiver of any term or condition of this
          Agreement shall be construed as a waiver of any other term or
          condition hereof; nor shall any waiver of any default under this
          Agreement be construed as a waiver of any other default hereunder. The
          descriptive headings of the paragraphs of this Agreement are for
          convenience only and do not constitute a part of this Agreement. This
          Agreement may be modified only by a written instrument executed by the
          parties hereto.

      J.  Governing Law; Service of Process:
          --------------------------------- 

          This Agreement shall in all respects be governed by, and construed in
          accordance with, the laws of the state of Georgia applicable to
          contracts entered into and to be fully performed therein, and the
          parties hereto submit to the jurisdiction of the United States
          District Court, Northern District of Georgia, and the Fulton County
          Superior Court, in Atlanta, Georgia. Producer agrees that the service
          of process by mail shall be effective service of same and that such
          service will have the same effect as personal service within the state
          of Georgia and will result in jurisdiction over Producer in the
          appropriate forum in the state of Georgia.

      K.  Assignments:
          ----------- 

          Producer shall not assign any of its rights or obligations hereunder,
          voluntarily or by operation of law, without the prior written consent
          of TOP. Any purported assignment without such prior written consent
          shall be null and void and of no force and effect. This Agreement, or
          any part hereof, and TOP's rights and privileges hereunder, or any
          part thereof (including, without limitation, the Materials), may be
          freely assigned and licensed by TOP; and in the event of any such
          assignment or license, this Agreement shall remain binding upon
          Producer and inure to the benefit of any such assignee or 

                                     A-20
<PAGE>
 
          licensee. TOP shall be relieved of its obligations hereunder if such
          assignment is to: (i) a so-called "major" or "mini-major" (as
          customarily understood in the motion picture industry) motion picture
          producer or distributor or to a U.S. free, basic cable or pay cable
          television network which assumes in writing all of TOP's obligations
          under this Agreement; (ii) a financially responsible party which
          assumes in writing all of TOP's obligations under this Agreement;
          (iii) an entity into which TOP merges or is consolidated; (iv) an
          entity which acquires all or substantially all of TOP's business and
          assets; or (v) any Related Entity; in which event Producer agrees to
          look only to such assignee for the fulfillment of all obligations
          under this Agreement. Upon any assignment by TOP, other than to a
          person or entity referred to in (i), (ii), (iii), (iv) or (v)
          preceding, TOP shall remain secondarily liable for its obligations
          under this Agreement.

      L.  Survival:
          -------- 

          All representations, warranties and indemnities contained herein or
          made by either party in connection herewith shall survive the
          execution, delivery, suspension, expiration and termination of this
          Agreement or any provision hereof.

      M.  Screenings:
          ---------- 

          Producer shall not, without TOP's prior written approval, authorize,
          permit or conduct any screenings of the Program including screenings
          for cast and crew.

                             - End of Schedule A -
<PAGE>
 
                                   EXHIBIT I
                            (Additional Provisions)

The following Additional Provisions are hereby incorporated into the Agreement
dated as of October 11, 1996 between American Artists Film Corp. ("Producer")
and Turner Original Productions, Inc. ("TOP"), as though fully set forth
therein.  The Letter Agreement, Schedule A, this Exhibit I and all schedules and
exhibits attached hereto and incorporated herein by this reference are
hereinafter collectively referred to as the "Agreement".  In the event of any
conflict between the terms of the Letter Agreement, Schedule A and this Exhibit
I, the terms of this Exhibit I shall control.

1.   Internet Rights.
     --------------- 

     (a)       In the event TOP, either through itself, a related entity or
               third party distributes and/or exploits the Program on the
               Internet via the World Wide Web (the "Internet"), Producer shall
               be entitled to receive forty percent (40%) of Internet Net
               Profits (as defined below) received by TOP from such
               exploitation. As used herein, the term "Internet Net Profits"
               shall mean gross receipts received by TOP from licensing,
               distribution, exploitation or other disposition of the Program
               via the Internet ("Internet Gross Profits"), less (as applicable)
               taxes, any third party fees or commissions payable to agents,
               representatives or distributors, marketing costs, distribution
               costs and expenses, bad debt, costs of Internet-related
               production activities, all residuals to be paid by TOP arising
               therefrom, if any, all of the foregoing as mutually agreed upon
               by TOP and Producer, and any and all other costs and expenses as
               may be mutually agreed upon between the parties. Notwithstanding
               anything to the contrary contained in the foregoing, no share of
               any advance or guarantee shall be included in Internet Gross
               Profits until it is fully earned and non-refundable, and all
               refunds given by TOP shall be deducted from Internet Gross
               Profits.

     (b)       In the event TOP and its related entities are not interested in
               exploiting the Program via the Internet, TOP shall provide
               Producer written notice thereof. Thereafter, Producer, either
               through itself, a related entity or third party, shall have the
               right to exploit such rights. In such event, TOP shall be
               entitled to receive forty percent (40%) of Internet Net Profits
               received by Producer from the exploitation of the Program via the
               Internet. For purposes of this Paragraph 1(b), the definition of
               Internet Net Profits as stated above shall be revised as
               appropriate to take into account that Producer, not TOP, is
               distributing the Program via the Internet. In the event Producer
               exploits the Program via the Internet, Producer agrees that it
               shall work with TOP and its related entities to maximize cross-
               promotional opportunities for the Program as distributed via
               various media.
 
2.   Book Publishing Rights.
     ---------------------- 

     (a)       In the event TOP, either through itself, a related entity or
               third party publishes and distributes hard cover and/or paperback
               book(s) based upon the Program ("Publishing Rights"), Producer
               shall be entitled to receive forty percent (40%) of Publishing
               Net Profits (as defined below) received by TOP from the
               exploitation of the Publishing Rights. As used herein, the term
               "Publishing Net Profits" shall mean gross receipts received by
               TOP from licensing, distribution, exploitation or other
               disposition of the Publishing Rights in the retail trade
               worldwide ("Publishing Gross Profits"), less (as applicable)
               taxes, shipping and handling, any third-party fees or commissions
               payable to agents, representatives or distributors, marketing
               costs, distribution costs and expenses, bad debt, all of the
               foregoing as mutually agreed upon by TOP and Producer, and any
               and all other costs and expenses as mutually agreed upon between
               the parties. Notwithstanding anything to the contrary in the
               foregoing, no share of any advance or guarantee shall be included
               in Publishing Gross Profits until it is fully earned and non-
               refundable, and all refunds given by TOP shall be deducted from
               Publishing Gross Profits.

     (b)       In the event TOP and its related entities are not interested in
               exploiting the Publishing Rights, Producer, TOP shall provide
               Producer written notice thereof. Thereafter, Producer, either

                              Exhibit 1 - Page 1


<PAGE>
 
               through itself, a related entity or a third party, shall have the
               right to exploit the Publishing Rights. In such event, TOP shall
               be entitled to receive forty percent (40%) of Publishing Net
               Profits received by Producer from the exploitation of the
               Publishing Rights. For purposes of this Paragraph 2(b), the
               definition of Publishing Net Profits stated above shall be
               revised as appropriate to take into account that Producer, not
               TOP, is exploiting the Publishing Rights. In the event Producer
               exploits the Publishing Rights, Producer agrees that it shall
               work with TOP and its related entities to maximize cross-
               promotional opportunities for the Program as distributed via
               various media.

                              Exhibit 1 - Page 2
 
<PAGE>
 
                                  SCHEDULE B

                        (LIST OF CARIBBEAN TERRITORIES)


Anegada
Antigua
Bahamas
Barbados
Barbuda
British Virgin Islands
Cayman Islands
Cuba
Dominica
Dominican Republic
Grenada
Guadeloupe
Haiti
Jamaica
Martinique
Montserrat
Netherlands Antilles
     Aruba
     Bonaire
     Curacao
     Saba
St. Eustatius
St. Barthelemy
St. Christopher-Nevis-Anguilla
St. Croix
St. John
St. Kitts
St. Lucia
St. Maarten
St. Thomas
St. Vincent and the Grenadines
Surinam
Trinidad and Tobago
Turks and Caicos Islands
Windward Islands

                                      B-1
<PAGE>
 
                                  SCHEDULE C

                              (DELIVERY SCHEDULE)

This schedule is to be used for the program "Target Earth".  Shot on beta-sp and
mastered on tape (Digital Beta).

1.   One (1) Digital Beta Broadcast Master (NTSC 525 line English language) of
the Program, which contains main and end titles, credits and inserts (whichever
is applicable).  Audio shall be in stereo in the following configuration:
 
          Channel One    =  Full Mix-left
          Channel Two    =  Full Mix- right
          Channel Three  =  Music & Effects left
          Channel Four   =  Music & Effects right
 
2.   One (1) Digital Beta International Master (NTSC 525 line English language)
of the Program with time code referenced to the digital beta master as listed in
item #1, which contains main and end titles, bumpers, credits and inserts
(whichever is applicable).

          Channel One    =  Full Mix- Mono
          Channel Two    =  Narration, Host On-camera, and VO
          Channel Three  =  Music and Effects Only, filled, constant at mix 
                            level
          Channel Four   =  Production Sound & Dialogue (talking heads)

3.   One (1) Digital Beta NTSC (525 line English language) textless
International Master of the Program with time code referenced to the digital
beta master as listed in item #1. Audio requirements must be in the same
configuration as item #2, specifically

          Channel One    =  Full Mix- Mono   
          Channel Two    =  Narration, Host On-Camera, and VO      
          Channel Three  =  Music and Effects Only, filled, constant at mix 
                            level
          Channel Four   =  Production Sound and Dialogue    

4.   One (1) 3/4" and three (3) VHS NTSC (525 line English language) copies of
each Program in the series manufactured from the digital beta master as listed
in item #1.  The 3/4" cassettes must have Visible Time Code, matching the D2
master listed in item #1.

5.   One (1) 150mb Bernoulli disc, InFINit! compatible, containing all main and
end titles and credits and, if they exist, all text insert titles in the
program. Include a hard copy of what is on the disc.

6.   All film and tape elements filmed, taped or licensed by Producer or on
behalf of Producer in connection with the Program (including all such materials
used in the Program and all outtakes) including, but not limited to, all graphic
elements, clip reels, sub masters, time code burn-ins, reference tapes, field
masters, camera rolls, original negatives, and camera and footage logs.

7.   All pre-dubbing units and/ or pre-lay materials that were used to mix down
to the final dub master, and fully notated track assignment sheets for all
units.  All units must be in perfect synchronization with the cut master (same
time code).

8.   All original source music (on DAT audio or 1/4" high quality audio tape).

9.   A fully executed composers agreement for all original music composed for
the Program.

10.  A log of total running time and segment lengths for the Program conforming
in all respects to TOP's format.

                                      C-1
<PAGE>
 
11.  One (1) copy of the music cue sheet in standard form to be filed by TOP
showing the particulars of all music synchronized with the Program as follows:
title, composer(s) (for words and music), composer(s)' social security
number(s), publisher, composer(s) affiliations (ASCAP, BMI, or SESAC), how used
(visual of background, instrumental, and/or vocal), and timings.  If pre-
existing master recordings are used in the soundtrack, include the name(s) of
performer(s), if applicable and name(s) of record album(s) and cut(s) used.  If
music is in the public- domain, copies of applicable copyright reports
evidencing public domain status.

12.  Duplicate originals of (i) all synchronization and performance licenses
issued in connection with non-original music embodied in the Program; (ii) all
masters use licenses issued in connection with pre-existing master recordings;
and (iii) all licenses bearing upon and pertaining to clip and other stock
footage clearances.

13.  A copy of a final action and dialogue continuity script of the Program as
exists in the broadcast master in item # 1.  This continuity must include all
narration, as well as all dialogue in the clips.

14.  A statement of the proposed credits for the Program.

15.  Copies of any and all other agreements and releases with third parties in
connection with the Program affecting, bearing upon or pertaining to any rights
acquired hereunder by TOP in the Program.

16.  A log of all film clips, stock footage and still photographs contained in
the Program identifying each clip and indicating the source, length, placement
within the Program, rights obtained and license fee with respect to each clip or
photograph.

The above delivery items are to be shipped at the Producers expense to:

Turner Original Productions, Inc.
1050 Techwood Drive
Atlanta, Georgia 30318
Attention:  George Puckhaber


* PLEASE NOTE:  TOP shall be solely responsible for conducting all trademark and
                other clearances of the title of the Program, and Producer shall
                have no obligation with respect thereto.

                                      C-2
<PAGE>
 
                                  SCHEDULE D

                          (LABORATORY ACCESS LETTER)

                                     Date:


Turner Original Productions, Inc.
1050 Techwood Drive, NW
Atlanta, Georgia  30318
Attn.:  George Puckhaber

  Re:  "Target Earth"

Gentlemen:

     We have been informed that you have acquired from American Artists Film
Corp. ("Licensor") certain exclusive rights to distribution and exhibition of
the documentary program entitled "Target Earth" ("Program").

     At the request of Licensor, and in consideration of Licensor entering into
our agreement with Licensor, we are executing this Agreement relating to the
Program for the benefit of you and Licensor.

     We represent to you that we now have, or may in the future have, in our
possession and under our control at our laboratory located at the following
material and properties relating to the Program including, but not limited to,
those designated and set forth below:

(LIST ALL ELEMENTS HELD BY LAB)

     We agree that you and your duly authorized licensees, designees and
assignees shall at all times have complete and unencumbered access to all of the
foregoing materials and properties of the Program as well as all other materials
and properties of the Program now or hereafter in our possession or under our
control.

     Except upon your written request or pursuant to your written direction, we
shall not allow any of such materials or properties to be removed from our
laboratory, nor shall we edit or alter any of the materials or properties
without your prior written consent.  We agree to fill all your orders and those
of your duly authorized licensees and designees for duplicate tapes or any
picture or sound materials of any kind as well as for any other laboratory work
pertaining to the Program at prices not higher than our then prevailing prices.

     We represent and agree that we do not and shall not assert against you or
any of your licensees and designees any claim or lien, statutory or otherwise,
against the Program or any of the materials or properties thereof which now or
hereafter may be held by us by reason of any work, labor, service or material
which we have performed or may perform or have furnished or may furnish to any
party other than yourselves.

     We agree that the instructions, authorizations, directions, agreements and
representations herein contained in favor of you and your licensees and
designees are coupled with an interest on your part and may not be revoked,
rescinded or modified without your written consent.

     We represent that the quality of the materials in our possession is
suitable for broadcast quality color prints and videotapes.

                                   Very truly yours,


                                        (Laboratory)

                                   By: 

     We hereby consent to and approve of the execution of the foregoing
Agreement which is being executed at our request.

                                   American Artists Film Corp.

                                   By: 

                                   Its:

                                     D-1 
<PAGE>
 
                               CREDIT GUIDELINES

 .    MAIN/OPENING CREDITS -- With the exceptions of the show and talent credits 
     TOP does not allow credits at the open of a program.

 .    PRODUCTION COMPANY SERVICES -- There may not be more than one screen credit
     afforded to outside vendors hired by the Producer. In the case of a
     production consultant employed by a consulting firm, TOP would prefer that
     the consultant rather than the firm be credited, but not both.

 .    PRODUCTION COMPANY LOGOS -- The Production Company is entitled one screen
     credit or logo. The Production Company credit or logo must be the last
     element in the closing credit unit.

 .    AUDIO OVER END CREDITS -- The audio provided over closing credits must lend
     itself to voice-over announcements which may be added live at the time of
     broadcast. This means the closing credits must be free of any voice-over
     and/or clashing musical lyrics which could not be faded down for network
     voice-over announcements.

 .    "ACKNOWLEDGMENT" OR "SPECIAL THANKS" -- These credits should be minimized
     and used only in the case of a significant contribution to the program. No
     such credits should be promised without the prior written approval of TOP.

 .    PROOFREADING -- Careful proofreading of the credits is vital-- misspellings
     and omissions are expensive, frustrating, annoying to correct, and may
     result in legal liability.

 .    CREDIT DISK -- One 150mb Bernoulli disc (InFINit! compatible). Include a
     hard copy of all main, insert (lower thirds), end titles and credits that
     are on the disc. This should be delivered with the master.

 .    COPYRIGHT  --  All copyright notices appear at the end of the program and
     shall read:

                   (C) 199X TURNER ORIGINAL PRODUCTIONS INC.
                             "ALL RIGHTS RESERVED"

 .    TOP CREDITS -- TOP may designate up to two individuals as executive
     producers, a senior producer, a supervising producer, and a production
     manager for Turner Original Productions.

 .    TIME LIMITATIONS-

     .    Credits placed at the end of a program SIXTY (60) MINUTES IN LENGTH OR
          LESS.

               1.   Exclusive of TOP and cast, credits placed at the end of the
                    program may not exceed a maximum of forty five seconds
                    (:45). Included in this category are credits required by
                    collective bargaining agreements, discretionary credits and
                    such consideration credits as prizes, transportation,
                    wardrobe, etc.

               2.   The maximum time allowance for all program credits,
                    inclusive of TOP and cast credits, may not exceed sixty
                    seconds (:60).

     .    Credits placed at the end of a program LONGER THAN SIXTY (60) MINUTES
          BUT NOT MORE THAN TWO (2) HOURS IN LENGTH.

               1.   Exclusive of TOP and cast, credits placed at the end of the
                    program may not exceed a maximum of sixty seconds (:60).
                    Included in this category are credits required by collective
                    bargaining agreements, discretionary credits and such
                    consideration credits as prizes, transportation, wardrobe,
                    etc.

               2.   The maximum time allowance for all program credits,
                    inclusive of TOP and cast credits, may not exceed one minute
                    and fifteen seconds (1:15).

 .    APPROVAL  --  All Program credits must be submitted to the TOP at least one
     week prior to incorporation into the program for written approval.

                                      D-2
<PAGE>
 
                                  SCHEDULE F
 
 
TOP SAMPLE ONE-HOUR FORMAT for: "Target Earth"
 
Bars and Tone                                                               1:00

Black                                                                        :10

Countdown to First Video/Audio                                               :10

SEGMENT                          CONTENT LENGTH                    BLACKS LENGTH
 
Segment One                        NOT LESS THAN 8:00 min.
 
--------------------------------------------------------------------------------
BREAK 1                                                                      :15
--------------------------------------------------------------------------------
 
Segment Two                        BETWEEN 6:00 - 8:00 min.

--------------------------------------------------------------------------------
BREAK 2                                                                      :15
--------------------------------------------------------------------------------
 
Segment Three                      BETWEEN 6:00 - 8:00 min.
 
--------------------------------------------------------------------------------
BREAK 3                                                                      :15
--------------------------------------------------------------------------------
 
Segment Four                       BETWEEN 6:00 - 8:00 min.

--------------------------------------------------------------------------------
BREAK 4                                                                      :15
--------------------------------------------------------------------------------
 
Segment Five                       BETWEEN 6:00 - 8:00 min.
 
--------------------------------------------------------------------------------
BREAK 5                                                                      :15
--------------------------------------------------------------------------------
 
SEGMENT SIX & CREDITS              NOT LESS THAN 2:30 min.
 
--------------------------------------------------------------------------------
TERMINAL BREAK                                                               :15
--------------------------------------------------------------------------------

ACTUAL RUN TIME
Required Run Time                  0:45:41**
Variance
                                   
 .  15 Second blacks for breaks

                                      F-1