<PAGE>
 
<TABLE> 
<S>                                       <C>                                           <C> 
---------------------------------------------------------------------------------------------------------------------
AMERICAN ARTISTS FILM CORPORATION         FIRST BANK OF CHILDERSBURG                 ACCOUNT #: 5550
1245 FOWLER STREET, NW                    120 8TH AVE SW - P O BOX 329               Loan Number 10137734
ATLANTA, GA 30318                         CHILDERSBURG, AL 35044                     Date July 17, 1997
                                                                                     Maturity Date July 17, 1998
                                                                                     Loan Amount $226,500.00
                                                                                     Renewal of 10137734
BORROWER'S NAME AND ADDRESS               LENDER'S NAME AND ADDRESS                  SS#: 43 1717111                 
"I" includes each borrower above,         "You" means the lender, its successors        
jointly and severally.                     and assigns.                                     
---------------------------------------------------------------------------------------------------------------------
For value received, I promise to pay to you, or your order, at your address 
listed above the PRINCIPAL sum of TWO HUNDRED TWENTY SIX THOUSAND FIVE HUNDRED 
                                  --------------------------------------------
AND NO/100 * * * * * Dollars $226,500.00
--------------------          ----------

[ ] Single Advance: I will receive all of this principal sum on               .
                                                                --------------
    No additional advances are contemplated under this note.
[X] Multiple Advance: The principal sum shown above is the maximum amount of
    principal I can borrow under this note. On JULY 17, 1997 I will receive the
                                               -------------
    amount of $200,888.01 and future principal advances are contemplated.
              -----------
    Conditions: The conditions for future advances are  PER CUSTOMER'S REQUEST
                                                       ------------------------
    ---------------------------------------------------------------------------
    ---------------------------------------------------------------------------
    [X] Open End Credit: You and I agree that I may borrow up to the maximum
        amount of principal more than one time. This feature is subject to all
        other conditions and expires on JULY 17, 1998.
                                        -------------
    [ ] Closed End Credit: You and I agree that I may borrow up to the maximum 
        only one time (and subject to all other conditions).

INTEREST: I agree to pay interest on the outstanding principal balance from
          JULY 17, 1997 at the rate of 9.500% per year until FIRST CHANGE DATE.
          -------------                -----                 -----------------
[X] Variable Rate: This rate may then change as stated below.
    [X] Index Rate: The future rate will be 1.000% OVER the following index 
                                            -----------
        rate: PRIME RATE AS PRINTED IN THE WALL STREET JOURNAL
              ------------------------------------------------

    [ ] No Index: The future rate will not be subject to any internal or 
        external index. It will be entirely in your control.

    [X] Frequency and Timing: The rate on this note may change as often as
        DAILY.
        -----

        A change in the interest rate will take effect ON THE SAME DAY.
                                                       ---------------

    [X] Limitations: During the term of this loan, the applicable annual
        interest rate will not be more than 18.000% or less than 6.000%. The
                                            ------               -----
        rate may not change more than     % each                .
                                      ----       ---------------

    Effect of Variable Rate: A change in the interest rate will have the 
    following effect on the payments:

    [X] The amount of each scheduled payment will change.

    [X] The amount of the final payment will change.

    [ ]                                                                       .
        ----------------------------------------------------------------------

ACCRUAL METHOD: Interest will be calculated on a ACTUAL/365 basis.
                                                 ----------

POST MATURITY RATE: I agree to pay interest on the unpaid balance of this note 
owing after maturity, and until paid in full, as stated below:

    [X] on the same fixed or variable rate basis in effect before maturity (as 
        indicated above).

    [ ] at a rate equal to                                                     .
                           ----------------------------------------------------

[X] LATE CHARGE: If a payment is made more than 10 days after it is due, I agree
                                                --
    to pay a late charge of 5.000% OF THE LATE PAYMENT WITH A MINIMUM OF $0.50
                            --------------------------------------------------
    AND A MAXIMUM OF $100.00.
    ------------------------

[X] ADDITIONAL CHARGES: In addition to interest, I agree to pay the following 
    charges which [X] are [ ] are not included in the principal amount above:
    $1,500.00 PROCESSING FEE.
    ------------------------

PAYMENTS: I agree to pay this note as follows:

[X] Interest: I agree to pay accrued interest ON THE 17TH DAY OF EACH THIRD 
                                              -----------------------------
    MONTH BEGINNING OCTOBER 17, 1997
    --------------------------------

[X] Principal: I agree to pay the principal JULY 17, 1998
                                            -------------

[ ] Installments: I agree to pay this note in     payments. The first payment 
                                              ---
    will be in the amount of $                 and will be due                .
                              ----------------                ----------------
    A payment of $           will be due                            thereafter.
                  ----------             --------------------------
    The final payment of the entire unpaid balance of principal and interest
    will be due                                                               .
                --------------------------------------------------------------

ADDITIONAL TERMS:




-----------------------------------
[ ] SECURITY: This note is             PURPOSE: The purpose of this loan is
separately secured by (describe        BUSINESS: WORKING CAPITAL LINE OF CREDIT
separate document by type and date):   ---------------------------------------- 
                                                      
                                       SIGNATURES: I AGREE TO THE TERMS OF THIS
(This section is for your internal     NOTE (INCLUDING THOSE ON PAGE 2). I have 
use. Failure to list a separate        received a copy on today's date.         
security document does not mean the
agreement will not secure this note.
-----------------------------------                                             
                                       CAUTION: IT IS IMPORTANT THAT YOU        
-----------------------------------    THOROUGHLY READ THIS CONTRACT BEFORE     
DISPOSITION OF FUNDS                   YOU SIGN IT.                             
                                           ----                                 
                                                                                
----------------------   ----------    AMERICAN ARTISTS FILM CORPORATION
Deposited to Account     Check         ----------------------------------------
Number                   Number
-----------------------------------    By: /s/ J. ERIC VAN ATTA
                                           ------------------------------------
Signature for Lender                       J. ERIC VAN ATTA, VICE PRESIDENT


X /s/ Dan W. Cleckler                  ----------------------------------------
-----------------------------------
  DAN W. CLECKLER
                                       ----------------------------------------

-----------------------------------

                                 (Page 1 of 1)

</TABLE> 
<PAGE>
 
DEFINITIONS: As used on page 1, -[X]- means the terms that apply to this loan 
"I," "me" or "my" means each Borrower who signs this note and each other person 
or legal entity (including guarantors, endorsers, and sureties.) who agrees to 
pay this note (together referred to as "us"). "You" or "your" means the Lender 
and its successors and assigns.
APPLICABLE LAW: The law of state of Alabama will govern this note. Any term of 
this note which is contrary to applicable law will not be effective, unless the 
law permits you and me to agree to such a variation. If any provision of this 
agreement cannot be enforced according to its terms, this fact will not affect
the enforceability of the remainder of this agreement. No modification of this
note or any agreement securing this note is affective unless the modification is
in writing and signed by you and me. Time is of the essence in this agreement.
PAYMENTS: Each payment I make on this note will first reduce the amount I owe
you for charges which are neither interest nor principal. The remainder of each
payment will then reduce accrued unpaid interest, and then unpaid principal. If
you and I agree to a different application of payments, we will describe our
agreement on this note. I may prepay a part of, or the entire balance of this
loan without penalty, unless we specify to the contrary on this note. Any
partial prepayment will not excuse or reduce any later scheduled payment until
this note is paid in full (unless, when I make the prepayment, you and I agree
in writing to the contrary).
INTEREST: Interest accrues on the principal remaining unpaid from time to time, 
until paid in full. If I receive the principal in more than one advance, each 
advance will start to earn interest only when I receive the advance. The 
interest rate in effect on this note at any given time will apply to the entire 
principal advanced at that time. You and I may provide in this agreement for 
accrued interest not paid when due to be added to principal. Notwithstanding 
anything to the contrary, I do not agree to pay and you do not intend to charge
any rate of interest that is higher than the maximum rate of interest you could 
charge under applicable law for the extension of credit that is agreed to here 
(either before or after maturity). If any notice of interest accrual is sent and
is in error, we mutually agree to correct it, and if you actually collect more 
interest than allowed by law and this agreement, you agree to refund it to me. 
INDEX RATE: The index will serve only as a device for setting the rate on this 
note. You do not guarantee by selecting this index, or the margin, that the rate
on this note will be the same rate you charge on any other loans or class of 
loans to me or other borrowers.
ACCRUAL METHOD: The amount of interest that I will pay on this loan will be 
calculated using the interest rate and accrual method stated on page 1 of this 
note. For the purpose of interest calculation, the accrual method will determine
the number of days in a "year." If no accrual method is stated, then you may use
any reasonable accrual method for calculating interest.
POST MATURITY RATE: For purposes of deciding when the "Post Maturity Rate" 
(shown on page 1) applies, the term "maturity" means the date of the last 
scheduled payment indicated on page 1 of this note or the date you accelerate 
payment on the note, whichever is earlier. 
SINGLE ADVANCE LOANS: If this is a single advance loan, you and I expect that 
you will make only one advance of principal. However, you may add other amounts 
to the principal if you make any payments described in the "PAYMENTS BY LENDER" 
paragraph below, or if we two have agreed that accrued interest not paid when 
due may be added to principal.
MULTIPLE ADVANCE LOANS: If this is a multiple advance loan, you and I expect 
that you will make more than one advance of principal. If this is closed end 
credit, repaying a part of the principal will not entitle me to additional 
credit.
PAYMENTS BY LENDER: If you are authorized to pay, on my behalf, charges I am 
obligated to pay (such as property insurance premiums), then you may treat those
payments made by you as advances and add them to the unpaid principal under this
note, or you may demand immediate payment of the charges.
SET-OFF: I agree that you may set off any amount due and payable under this note
against any right I have to receive money from you.
        "Right to receive money from you" means:
        (1) any deposit account balance I have with you;
        (2) any money owned to me on an item presented to you or in your 
            possession for collection or exchange; and
        (3) any repurchase agreement or other nondeposit obligation.
        "Any amount due and payable under this note" means the total amount of 
which you are entitled to demand payment under the terms of this note at the
time you set off. This total includes any balance the due date for which you
properly accelerate under this note.
        If my right to receive money from you is also owned by someone who has 
not agreed to pay this note, your right of set-off will apply to my interest in 
the obligation and to any other agreement I could withdraw on my sole request or
endorsement. Your right of set-off does not apply to an account or other 
obligation where my rights are only as a representative. It also does not apply 
to any Individual Retirement Account or other tax-deferred retirement account.
        You will not be liable for the dishonor of any check when the dishonor 
occurs because you set off this debt against any of my accounts. I agree to hold
you harmless from any such claim arising as a result of your exercise of your 
right of set-off.



 
REAL ESTATE OR RESOURCE SECURITY: If this note is secured by real estate or a
residence that is personal property, the existence of a default and your
remedies for such a default will be determined by applicable law, by the terms
of our separate instrument creating the security interest and, to the extent
that prohibited by law and not contrary to the terms of the separate security
instrument, by the "Default" and "Remedies" paragraphs herein.
DEFAULT: I will be in default if any one or more of the following occur: (1) I 
fail to make a payment on time or in the amount due; (2) I fail to keep the 
property insured, if required; (3) I fail to pay, or keep any promise, on any 
debt or agreement I have with you; (4) any other creditor of mine attempts to 
collect any debt I owe him through court proceedings; (5) I die, am declared 
incompetent, make an assignment for the benefit of creditors, or become 
insolvent (either because my liabilities exceed my assets or I am unable to pay
my debts as they become due); (6) I make any written statement or provide any
financial information that is untrue or inaccurate at the time it was provided;
(7) I do or fail to do something which causes you to believe that you will have
difficulty collecting the amount I owe you; (8) any collateral securing this
note is used in a manner or for a purpose which threatens confiscation by a
legal authority; (9) I change my name or assume an additional name without first
notifying you before making such a change; (10) I fail to plant, cultivate and
harvest crops in due season; (11) any loan proceeds are used for a purpose that
will contribute to excessive erosion of highly erodible land or to the
conversion of wetlands to produce an agricultural commodity, as further 
explained in 7 C.F.E. Part 1940, Subpart G, Exhibit M.
REMEDIES: If I am in default on this note you have, but are not limited to, the 
following remedies:
  (1) You may demand immediate payment of all I owe you under this note 
      (principal, accrued unpaid interest and other accrued charges).
  (2) You may set off this debt against any right I have to the payment of money
      from you, subject to the terms of the "Set-off" paragraph herein.
  (3) You may demand security, additional security, or additional parties to be 
      obligated to pay this note on a condition for not using any other remedy.
  (4) You may refuse to make advances to me or allow purchases on credit by me.
  (5) You may use any remedy you have under state or federal law.
By selecting any one or more of these remedies you do not give up your right to
later use any other remedy. By waiving your right to declare an event to be a
default, you do not waive your right to later consider the event as a default if
it continues or happens again.
COLLECTION COSTS AND ATTORNEY'S FEES: I agree to pay all costs of collection, 
herein or any other or similar type of cost if I am in default. In addition, if 
you hire an attorney to collect this note, I also agree to pay any fee you incur
with such attorney plus court costs (except where prohibited by law). To the 
extent permitted by the United States Bankruptcy Code, I also agree to pay the 
reasonable attorney's fees and costs you incur to collect this debt as awarded 
by any court exercising jurisdiction under the Bankruptcy Code.
WAIVER: I give up my rights to require you to do certain things. I will not 
require you to:
  (1) demand payment of amounts due (presentment);
  (2) obtain official certification of nonpayment (protest); or
  (3) give notice that amounts due have not been paid (notice of dishonor).
I waive any defenses I have based on suretyship or impairment of collateral. To 
the extent permitted by law. I also waive all personal property exemptions in 
the property securing this loan.
OBLIGATIONS INDEPENDENT: I understand that I must pay this note even if someone
else has also agreed to pay it (or, for example, signing this form or a separate
guarantee of settlement). You may sue me alone, or anyone else who is obligated
on this note, or any number of us together, to collect this note. You may do so
without any notice that it has not been paid (notice of dishonor. You may
without notice release any party to this agreement without releasing any other
party. If you give up any of your rights, with or without notice, it will not
effect my duty to pay this note. Any extension of new credit to any of us, or
renewal of this note by all or less than all of us will not release me from my
duty to pay it. (Of course, you are entitled to only one payment in full.) I
agree that you may at your option extend this note or the debt represented by
this note, or any portion of the note or debt from time to time without limit or
notice and for any term without affecting my liability for payment of the note.
I will not assign my obligation under this agreement without your prior written
approval.
CREDIT INFORMATION: I agree and authorize you to obtain credit information about
me from time to time (for example, by requesting a credit report) and to report 
to others your credit experience with me (such as a credit reporting agency). I 
agree to provide you, upon request, any financial statement or information you
may deem necessary. I warrant that the financial statements and information I 
provide to you are or will be accurate, correct and complete.
NOTICE: Unless otherwise required by law, any notice to me shall be given by 
delivering it or by mailing it by first class mail addressed to me at my last 
known address. My current address is on page 1. I agree to inform you in writing
of any change in my address. I will give any notice to you by mailing it first 
class to your address stated on page 1 of this agreement, or to any other 
address that you have designated.


 
<TABLE> 
<CAPTION> 
--------------------------------------------------------------------------------------------------------------------------------
                                    BORROWER'S                                                                        INTEREST
  DATE OF          PRINCIPAL         INITIALS         PRINCIPAL            PRINCIPAL   INTEREST         INTEREST        PAID   
TRANSACTION         ADVANCE       (NOT REQUIRED)      PAYMENTS              BALANCE      RATE           PAYMENTS      THROUGH
--------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                <C>            <C>                   <C>           <C>           <C>                 <C> 
   /   /        $                                 $                  $                       %    $                     /   / 
--------------------------------------------------------------------------------------------------------------------------------
   /   /        $                                 $                  $                       %    $                     /   / 
--------------------------------------------------------------------------------------------------------------------------------
   /   /        $                                 $                  $                       %    $                     /   / 
--------------------------------------------------------------------------------------------------------------------------------
   /   /        $                                 $                  $                       %    $                     /   / 
--------------------------------------------------------------------------------------------------------------------------------
   /   /        $                                 $                  $                       %    $                     /   / 
--------------------------------------------------------------------------------------------------------------------------------
   /   /        $                                 $                  $                       %    $                     /   / 
--------------------------------------------------------------------------------------------------------------------------------
   /   /        $                                 $                  $                       %    $                     /   / 
--------------------------------------------------------------------------------------------------------------------------------
   /   /        $                                 $                  $                       %    $                     /   / 
--------------------------------------------------------------------------------------------------------------------------------
   /   /        $                                 $                  $                       %    $                     /   / 
--------------------------------------------------------------------------------------------------------------------------------
   /   /        $                                 $                  $                       %    $                     /   / 
--------------------------------------------------------------------------------------------------------------------------------
   /   /        $                                 $                  $                       %    $                     /   / 
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   (page 2 of 2)
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                                         <C>                                 <C>  
-----------------------------------------------------------------------------------------------------------------
AMERICAN ARTISTS FILM CORPORATION         FIRST BANK OF CHILDERSBURG                 
1245 FOWLER STREET, NW                    120 8TH AVE SW - P O BOX 329               
ATLANTA, GA 30318                         CHILDERSBURG, AL 35044                     
                                                                              
                                                                                     Line of Credit No. 7111         
BORROWER'S NAME AND ADDRESS               LENDER'S NAME AND ADDRESS                  Date   JULY 17, 1997           
"I" includes each borrower above,         "You" means the lender, its successors     Max. Credit Amt. $225,000.00    
jointly and severally.                     and assigns.                              Loan Ref. No. 10137734
-----------------------------------------------------------------------------------------------------------------  
You have extended to me a line of credit in the 
AMOUNT of TWO HUNDRED TWENTY FIVE THOUSAND AND NO/100 ,                               $ 225,000.00              .
          --------------------------------------------------------------     ------------------------------------
You will make loans to me from time to time until 2:00 P.M. on JULY 17, 1998.  Although the line of credit
expires on that date, I will remain obligated to perform all my duties under this agreement so long as I owe you any money 
advanced according to the terms of this agreement, as evidenced by any note or notes I have signed promising to repay these amounts.
   This line of credit is an agreement between you and me.  It is not intended that any third party receive any benefit from this 
agreement, whether by direct payment, reliance for future payment or in any other manner.  This agreement is not a letter of credit.

1. AMOUNT:   This line of credit is:
    [X] OBLIGATORY: You may not refuse to make a loan to me under this line of credit unless one of the following occurs:
        a.  I have borrowed the maximum amount available to me;
        b.  This line of credit has expired;
        c.  I have defaulted on the note (or notes) which show my indebtedness under this line of credit;
        d.  I have violated any term of this line of credit or any note or other agreement entered into in connection with this line
            of credit;
        e.  
            -----------------------------------------------------------------------------------------------------------------------
 
            -----------------------------------------------------------------------------------------------------------------------
                                                                                                                                 .
            -----------------------------------------------------------------------------------------------------------------------
    [ ] DISCRETIONARY: You may refuse to make a loan to me under this line of credit once the aggregate outstanding advances equal
        or exceed                                                             $                             .
                  ------------------------------------------------------       ------------------------------

Subject to the obligatory or discretionary limitations above, this line of credit is:
   [X] OPEN-END (Business or Agricultural only):  I may borrow up to the maximum amount of principal more than one time.
   [ ] CLOSED-END: I may borrow up to the maximum only one time.
2. PROMISSORY NOTE:  I will repay any advances made according to this line of credit agreement as set out in the promissory note. I 
   signed on JULY 17, 1997, or any note(s) I sign at a later time which represent advances under this agreement. The note(s) set(s)
             -------------
   out the terms relating to maturity, interest rate, repayment and advances. If indicated on the promissory note, the advances will
   be made as follows:
   AS PER CUSTOMER'S REQUEST
   -------------------------------------------------------------------------------------------------------------------------------

   -------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 .
   -------------------------------------------------------------------------------------------------------------------------------
3. RELATED DOCUMENTS: I have signed the following documents in connection with this line of credit and note(s) entered into in 
   accordance with this line of credit:
   [ ] security agreement dated                                    [ ]
                               -----------------------------------     ---------------------------------------------------
   [ ] mortgage dated                                              [ ]
                     ---------------------------------------------     ---------------------------------------------------
   [ ] guaranty dated                                              [ ]
                     ---------------------------------------------     ---------------------------------------------------
4. REMEDIES:  If I am in default on the note(s) you may:
   a.  take any action as provided in the related documents;
   b.  without notice to me, terminate this line of credit;
       By selecting any of these remedies you do not give up your right to later use any other remedy.  By deciding not to use any 
       remedy should I default, you do not waive your right to later consider the event a default, if it happens again.
5. COST AND FEES:  If you hire an attorney to enforce this agreement I will pay your reasonable attorney's fees, where permitted by 
   law.  I will also pay your court costs and costs of collection, where permitted by law.
6. COVENANTS:  For as long as this line of credit is in effect or I owe you money for advances made in accordance with the line of 
   credit, I will do the following:
   a.  maintain books and records of my operations relating to the need for this line of credit;
   b.  permit you or any of your representatives to inspect and/or copy these records;
   c.  provide to you any documentation requested by you which support the reason for making any advances under this line of credit;
   d.  permit you to make any advance payable to the seller (or seller and me) of any items being purchased with that advance;

   e. 
       -----------------------------------------------------------------------------------------------------------------------

       ------------------------------------------------------------------------------------------------------------------------
                                                                                                                              
       ------------------------------------------------------------------------------------------------------------------------

7. NOTICES:  All notices or other correspondence with me should be sent to my address stated above.  The notice or correspondence
   shall be effective when deposited in the mail, first class, or delivered to me in person.
8. MISCELLANEOUS:  This line of credit may not be changed except by a written agreement signed by you and me.  The law of the
   state in which you are located will govern this agreement. Any term of this agreement which is contrary to applicable law will
   not be effective, unless the law permits you and me to agree to such a variation.

FOR THE LENDER                                            SIGNATURES:  I AGREE TO THE TERMS OF THIS LINE OF CREDIT, I HAVE RECEIVED
DWC                                                       A COPY ON TODAY'S DATE.
-------------------------------------------------         AMERICAN ARTISTS FILM CORPORATION
                                                          -------------------------------------------------
Title CEO                                                 BY:  J. Eric Van Atta
     --------------------------------------------             ---------------------------------------------
                                                               J. ERIC VAN ATTA, VICE PRESIDENT
                                                                

                                                        (Page 1 of 1)
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                                         <C>                                 <C>  
-----------------------------------------------------------------------------------------------------------------
AMERICAN ARTISTS FILM CORPORATION         FIRST BANK OF CHILDERSBURG                 ACCOUNT #: 5550
                                          120 8TH AVE SW - P O BOX 329               Loan Number 10137734
1245 FOWLER STREET, NW                    CHILDERSBURG, AL 35044                     Date July 10, 1997
ATLANTA, GA 30318                                                                    Maturity Date July 10, 1998
                                                                                     Loan Amount $75,750.00
                                                                                     Renewal of 
                                                                                               --------------
BORROWER'S NAME AND ADDRESS               LENDER'S NAME AND ADDRESS                  SS#: 43 1717111                 
"I" includes each borrower above,         "You" means the lender, its successors        
jointly and severally.                     and assigns.                                     
-----------------------------------------------------------------------------------------------------------------  
For value received, I promise to pay to You, or your order, at your address listed above the PRINCIPAL sum of
SEVENTY FIVE THOUSAND SEVEN HUNDRED FIFTY AND NO/100************************ Dollars $75,750.00
----------------------------------------------------------------------------         ------------------------
[X] Single Advance: I will receive all of this principal sum on JULY 10, 1997. No additional advances are contemplated under this 
                                                                -------------
note.
[ ] Multiple Advances: The principal sum shown above is the maximum amount of principal I can borrow under this note.  On
                                   I will receive the amount of $                       and future principal advances are 
----------------------------------                                --------------------- 
contemplated.
        Conditions:  The conditions for future advances are
                                                           -------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------
        [ ] Open End Credit:  You and I agree that I may borrow up to the maximum amount of principal more than one time.
            This feature is subject to all other conditions and expires on                                            .
                                                                          --------------------------------------------
        [ ] Closed End Credit:  You and I agree that I may borrow up to the maximum only one time (and subject to all other 
            conditions).
INTEREST:  I agree to pay interest on the outstanding principal balance from JULY 10, 1997 at the rate of 9.500% per year until
                                                                             -------------                ------
        FIRST CHANGE DATE     .
        -----------------------
[X]  Variable Rate:  This rate may then change as stated below.
        [X]  Index Rate:  The future rate will be 1.000% OVER the following index rate: PRIME RATE AS PRINTED IN THE WALL
                                                  -----------                           ----------------------------------
             STREET JOURNAL.
             --------------
        [ ]  No Index:  The future rate will not be subject to any internal or external index.  It will be entirely in your control.
        [X]  Frequency and Timing:  The rate on this note may change as often as DAILY                     .
                                                                                 ---------------------------   
             A change in the interest rate will take effect ON THE SAME DAY        .
                                                            ------------------------   
        [X]  Limitations:  During the term of this loan, the applicable annual interest rate will not be more than 18.000% or less
                                                                                                                   ------- 
             than 6.000%.  The rate may not change more than             % each                       .
                  ------                                     -----------        ----------------------- 
        Effect of Variable Rate:  A change in the interest rate will have the following effect on the payments:
        [X]  The amount of each scheduled payment will change.               [X]  The amount of the final payment will change.
        [ ]                                                                                                              .
             ------------------------------------------------------------------------------------------------------------
ACCRUAL METHOD:  Interest will be calculated on a  ACTUAL/365   basis.
                                                  ------------
POST MATURITY RATE:  I agree to pay interest on the unpaid balance of this note owing after maturity, and until paid in full,
        as stated below:
        [X]  on the same fixed or variable rate basis in effect before maturity (as indicated above).
        [ ]  at a rate equal to                                                                     . 
                               ----------------------------------------------------------------------
[X]  LATE CHARGE:  If a payment is made more than 10 days after it is due, I agree to pay a late charge of 5.000% OF THE
                                                  --                                                       -------------
       LATE PAYMENT WITH A MINIMUM OF $0.50 AND A MAXIMUM OF $100.00.
       --------------------------------------------------------------
[X]  ADDITIONAL CHARGES:  In addition to interest, I agree to pay the following charges which [X] are [ ] are not included
     in the principal amount above:  $750.00 PROCESSING FEE.
                                      ---------------------      
PAYMENTS:  I agree to pay this note as follows:
[X]  Interest:  I agree to pay accrued interest ON THE 10TH DAY OF EACH THIRD MONTH BEGINNING OCTOBER 10, 1997.
                                                --------------------------------------------------------------
     ---------------------------------------------------------------------------------------------------------
[X]  Principal:  I agree to pay the principal JULY 10, 1998.
                                              -------------
     ---------------------------------------------------------------------------------------------------------
[ ]  Installments:  I agree to pay this note in             payments.  The first payment to be in the amount of $
                                               -------------                                                      ---------
and will be due                           . A payment of $                 will be due             
               ----------------------------               ----------------            -----------------------------
                                                      thereafter.  The final payment of the entire unpaid balance of 
-----------------------------------------------------
principal and interest will be due                                                          .
                                  -----------------------------------------------------------
ADDITIONAL TERMS:

  Paid by renewal Date 7/17/97

[ ] SECURITY: This note is separately secured by          PURPOSE: The purpose of this loan is BUSINESS: WORKING CAPITAL
(describe separate document by type and date):                                                 -----------------------------
                                                          SIGNATURES:  I AGREE TO THE TERMS OF THIS NOTE (INCLUDING THOSE ON      
                                                          PAGE 2). I have received a copy on today's date.
(This section is for your internal use. Failure
to list a seperate security document does not mean        
the agreement will not secure this rate.                  
                                                          CAUTION . . IT IS IMPORTANT THAT YOU THOROUGHLY READ THIS
DISPOSITION OF FUNDS                                      CONTRACT BEFORE YOU SIGN IT.
                                                                              ----
---------------------------------   -------------                                                              
Deposited to Account Number         Check Number          AMERICAN ARTISTS FILM CORPORATION                    
                                                          -------------------------------------------------    
Signature for Lender                                                                                           
X   /s/ Louise Henry                                      BY:  /s/ J. Eric Van Atta                            
-------------------------------------------------             ---------------------------------------------    
LOUIE HENRY                                                    J. ERIC VAN ATTA, VICE PRESIDENT                

</TABLE>