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                                   AGREEMENT

This agreement is entered into on this _______ day of September, 1997 by and
between Marion Woodman (Woodman), an individual residing in Canada, and the
American Artists Film Corporation (AAF), a company doing business in state of
Georgia.

                                   Recitals

1.  Woodman is a published author, lecturer and Jungian expert.

2. - AAF is a development and production company in the business of producing
films and television programs for world wide distribution.

3. -  The principals wish to enter into an agreement whereby the original
research, writings and ideas proprietary to Woodman are utilized as the basis to
produce either television programming or a home video series or other media
application, tentatively entitled "Man, Woman and Spirit" and hereafter referred
to as the Program.  It is understood that any program produced will attempt to
be exploited in any and all media world wide.


Therefore, it is agreed as follows:

1 - In exchange for the sum of $5000.00, Woodman grants to AAF the exclusive
right to film or video tape a series of conversations to be held at SereneBe
Farms in Atlanta, Georgia on or about October 12th to the 16th.

2 - AAF agrees to use its best efforts to negotiate a licensing arrangement for
a one hour special or series of specials with a broadcast distributor based on
this filming.

3 - Should AAF succeed in securing a broadcast licensing arrangement, Woodman 
would then be due a profit participation share of  5% of all profits (to be 
defined on the same basis for all parties involved) returned to
AAF from the exploitation of the programming from all media in all markets,
including but not limited to television, home video, syndication, publishing
and multimedia, worldwide in perpetuity.

3A - If the transcripts from these conversations are accepted for publication
through the electronic or standard press then Woodman would receive 25% of any
profits returned to AAF from such publishing. AAF recognizes and agrees that 
Lucinda Vardy will act in consult with AAF to determine the appropriate means 
for such publication of the material on the video tapes. Lucinda Vardy will act 
in any such endeavor on behalf of Woodman.
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4 -  Upon the completion of any filming AAF will, in consult with the Episcopal
Media Center, have the sole right to edit, conform or otherwise manipulate the
material in order to effectively seek distribution outlets provided that no
material is taken out of context or in any way misrepresented.


4a - AAF agrees to provide Woodman copies of the paper cut for her review and 
comment. AAF will also provide Woodman with a rough cut of the initial program 
upon its completion.

4b - No material will be sold or used out of context without Woodman's or her 
surrogate's written approval.

5 -  AAF shall have the sole right to license any programming or content derived
from the filming into all media worldwide in perpetuity including but not
limited to television, cable, syndication, home video, the Internet, other
electronic media applications, CD-ROM, publishing for print and serialization.
These rights may be assigned to others by AAF to secure distribution at AAF's
discretion so long as any obligations due Woodman on behalf of AAF are honored
as part of these assignations.

6 - The copyright on any programming produced shall be jointly owned by AAF and
the Episcopal Television and Radio Network.

7 - Both parties acknowledge there are no other liens on material and both are
free to enter into this agreement.

8 - Any disagreement shall be arbitrated in the state of Georgia.

9 - Both parties acknowledge that this agreement may be commemorated in a longer
form contract at some date in the future.


If the preceding signifies your understanding of the agreement indicate so by
signing below.


/s/ Rex Hauck                              October 17, 1997
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American Artists


/s/ Marion Woodman                         October 17, 1997
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Marion Woodman