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            [LETTERHEAD OF DESMOND TOWEY & ASSOCIATES APPEARS HERE]

                              LETTER OF AGREEMENT

                       AMERICAN ARTISTS FILM CORPORATION
                          DESMOND TOWEY & ASSOCIATES

This document will outline the contractual relationship between American Artists
Film Corporation (AAF) and Desmond Towey & Associates (aka Cameron Towey
Neilson, Inc.) commencing June 18, 1997 through June 17, 1998.  During that time
period, Desmond Towey & Associates will provide shareholder relations services
to American Artists Film Corporation in accordance with the attached Preliminary
Investor Relations Program Outline.  The fee for this service is $2,500 per
month in cash plus options to acquire 100,000 shares of American Artists Film
Corporation stock at $6.50 per share and exercisable per the option agreement.
The cash portion of the fee is billed monthly in advance on the first day of the
month and is payable within ten (10) business days. A specific stock option
document will be provided within the next thirty days.

Expenses are billed on the fifteenth of the month and are immediately 
reimbursable.  They include such items as: travel, networking, telephone. 
photocopying, and mailing.  Special projects which might pertain to acquisition 
programs, defense in hostile situations or other special corporate programs, 
e.g., annual report, slide presentations will be billed separately as approved 
by American Artists Film Corporation.  All expenses over $500.00 will 
specifically be approved by American Artists Film Corporation.

American Artists Film Corporation agrees to indemnify and hold harmless Desmond 
Towey & Associates from and against all losses, claims, damages, expenses, 
including reasonable attorneys' fees, or liabilities which it may incur as a 
result of the reasonable use of (1) information publicly disclosed by American 
Artists Film Corporation, (2) information orally given to Desmond Towey & 
Associates by American Artists Film Corporation with intention or 
understanding, which may be implied from the context, that the information 
will be reproduced or otherwise disseminated by Desmond Towey & Associates or 
(3) written information, reports, or data furnished to Desmond Towey & 
Associates by American Artists Film Corporation in order for Desmond Towey & 
Associates to carry out the services required of it hereunder.

Desmond Towey & Associates agrees to indemnify and hold harmless American 
Artists Film Corporation from and against all losses, claims, damages, expenses,
including reasonable attorneys' fees, or liabilities which American Artists Film
Corporation may incur as a result of illegal use of information, reports or data
furnished to it by American Artists Film Corporation.

AGREED AND ACCEPTED FOR:
AMERICAN ARTISTS FILM CORPORATION               DESMOND TOWEY & ASSOCIATES

/s/ Steven Brown                                 /s/ J. Desmond Towey
---------------------------------               -------------------------------
    Steven Brown                                     J. Desmond Towey
    Chairman & CEO                                   President

    6/18/97                                          6/18/97
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    Date                                             Date