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                                                                   EXHIBIT 10.94

                 [American Artists Film corporation Letterhead]


                                  July 29, 1998

VIA FEDERAL EXPRESS
Ms. Jeanette Ebaugh
P.O. Box 79531
Atlanta, GA 30357

         RE:      "MIRACLES"

Dear Jeanette:

         This agreement ("Agreement"), is made and entered into this 29th day of
July 1998 by and between American Artists Film Corporation ("AAFC"), a Missouri
corporation and Jeanette Ebaugh ("Ebaugh"), an individual residing in the State
of Georgia.

                                    RECITALS

1.       Ebaugh is the originator and developer of the project Miracles
("Project");

2.       AAFC is a development and production company in the business of
developing and producing feature length film and television productions for
worldwide distribution;

3.       AAFC and Ebaugh wish to enter into an agreement whereby AAFC and Ebaugh
would co-produce the Project.

                                     AGREED

In consideration of the mutual promises 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, AAFC and Ebaugh hereby agree
as follows:

1.       In the event the Project is sold and/or funded, Ebaugh's screen credits
shall include Executive Producer and Created By credits;

2.       The fee for services performed by Ebaugh shall be negotiated at the
time of the sale and/or funding of the Project and shall be contingent on the
production budget. Any and all "story monies," as that term is used in the film
industry, payable by the buyer and/or funding source shall be paid to Ebaugh;

3.       Ebaugh shall receive a "backend" profit participation ("Participation")
in the Project contingent on the availability, if any, of such Participation and
shall be negotiated in good faith with AAFC at the time of sale and/or funding
of the Project.


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4.       Ebaugh represents and warrants that she legally has the right to enter
into this Agreement and to perform fully all of its obligations hereunder and
further represents and warrants that there are no claims or liens against the
Project that would render this Agreement invalid and that Ebaugh has not
violated any rights of privacy or publicity, or defamed or infringed any
copyright, trademark or other literary dramatic or musical right of any person,
firm, or corporation;

5.       AAFC represents and warrants that it legally has the right to enter
into this Agreement and to perform fully all of its obligations hereunder.

6.       This Agreement shall in all respects be interpreted, enforced, and
governed under the laws of the State of Georgia.

7.       This Agreement constitutes the full and complete understanding between
the parties, supersedes all prior oral or written agreements between them and
shall not be modified except by written instrument signed by each of the
parties. The parties contemplate that a more formal agreement incorporating the
foregoing provisions, as well as provisions customary in agreements of this
nature, shall be negotiated by the parties in the near future. However, unless a
more formal agreement is signed, this Agreement shall constitute the Agreement
between the parties.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.


                                        AMERICAN ARTISTS FILM CORPORATION



                                        By:  /s/  J. Eric Van Atta
                                           -------------------------------------
                                             J. Eric Van Atta
                                        Its: Vice President


         JEANETTE  EBAUGH


/s/  Jeanette Ebaugh
-----------------------------------




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