<PAGE>
 
                                 AGREEMENT AND
                       CERTIFIED COPY OF RESOLUTION OF 
                              BOARD OF DIRECTORS

                                      OF

                       AMERICAN ARTISTS FILM CORPORATION
                       ---------------------------------
                           _________________________

                                   RESOLVED:

     I.     That Continental Stock Transfer & Trust Company of _________________
____________________________ be and hereby is appointed Transfer Agent of the 
Class A Common Stock and Class B Common Stock of this Corporation.

     II.    That the Transfer Agent be and hereby is authorized to issue and
countersign certificates of said stock of this Corporation in such name and for
such numbers of shares up to the full amount of such stock which is authorized
but unissued and to deliver such certificates as may be directed by resolution
of the Board of Directors or by written order of the President or a Vice-
President and Secretary or Assistant Secretary or Treasurer and an opinion of
counsel in form and substance satisfactory to it and such other documentation as
it may require.

     III.   That the Transfer Agent be and hereby is authorized to accept for 
transfer any outstanding certificates of said stock of this Corporation properly
endorsed and stamped as required by law, and to issue and countersign new 
certificates for a like number of shares of the same class of stock in place 
thereof and to deliver such new certificates.

     IV.    That the said Transfer Agent may use its own judgment in matters 
affecting its duties hereunder and shall be liable only for its own gross 
negligence, and that this Corporation indemnifies and holds harmless the said 
Transfer Agent for each act done by it in good faith in reliance upon any 
instrument or stock certificate believed by it to be genuine and to be signed, 
countersigned or executed by any person or persons authorized to sign, 
countersign or execute the same.

     V.     That any certificates of the said stock issued and countersigned by 
the Transfer Agent shall bear the actual or facsimile signature of the present 
or any future Chief Executive Officer and Secretary and the actual or facsimile 
seal of this Corporation. Should any officer die, resign or be removed from 
office prior to the issuance of any certificates of stock which bear his 
signature, the Transfer Agent may continue, until written notice to the contrary
is received, to issue and register such certificates as and for the stock 
certificates of this Corporation notwithstanding such death, resignation or 
removal, and such certificates when issued shall continue to be and to 
constitute valid certificates of stock of this Corporation.

     VI.    That the Transfer Agent shall issue a new certificate or
certificates of said stock in lieu of lost, destroyed or stolen certificate or
certificates of such stock upon the order of the Corporation, evidenced by a
certified copy of a resolution of the Board of Directors, or written direction
of the President or a Vice-President or Secretary or Treasurer, and upon the
giving of a bond satisfactory to the Transfer Agent and Registrar, protecting it
from any loss.

     VII.   That the Transfer Agent is authorized and directed to open and 
maintain such ledgers and other books and to keep such records as may be 
required or deemed advisable in the performance of its agency.

     VIII.  That this appointment and the authorizations in these resolutions 
contained shall cover and include any additional shares of said class of stock 
which may hereafter be authorized by this Corporation.

     IX.    That when certificates of this Corporation's stock shall be 
presented to it for transfer, the Transfer Agent is hereby authorized to refuse 
to transfer the same until it is satisfied that the requested transfer is 
legally in order; and that this Corporation shall indemnify and hold harmless 
the Transfer Agent, and the Transfer Agent shall incur no liability for the 
refusal, in good faith, to make transfers which it, in its judgment, deems 
improper or unauthorized. The Transfer Agent may rely upon the Uniform 
Commercial Code and generally accepted industry practice in effecting transfers,
or delaying or refusing to effect transfers.

                                       1

<PAGE>
 
     X.     That when the said Transfer Agent deems it expedient it may apply to
this Corporation, or the counsel for this Corporation, or to its own counsel for
instructions and advice; that this Corporation will promptly furnish or will
cause its counsel to furnish such instructions and advice, and, for any action
taken in accordance with such instructions or advice, or in case such
instructions and advice shall not be promptly furnished as required by this
resolution, this Corporation will indemnify and hold harmless said Transfer
Agent from any and all liability, including attorneys fees and court costs. The
Transfers Agent may, at its discretion, but shall have no duty to prosecute or
defend any action or suit arising out of authorizations hereby granted unless
this Corporation shall, when requested, furnish it with funds or the equivalent
to defray the costs of such prosecution or defense.

     XI.    That the said Transfer Agent may deliver from time to time at its 
discretion, to this Corporation, for safe-keeping or disposition by this 
Corporation in accordance with law, such records accumulated in the performance 
of its duties as it may deem expedient, and this Corporation assumes all 
responsibility for any failure thereafter to produce any paper, record or 
document so returned if, and when, required.

     XII.   That this Corporation shall indemnify and hold harmless said 
Transfer Agent from any and all liability, including attorneys fees and court 
costs, for any action taken by the Transfer Agent in connection with its 
appointment and conduct as Transfer Agent, except for said agent's own wilful 
misconduct or gross negligence, and shall, at the request of said Transfer 
Agent, defend any action brought against the agent hereunder.

     XIII.  That the Transfer Agent authorized to forward certificates of Stock,
Scrip and Warrants of this Corporation issued on transfer or otherwise by first
class mail under a blanket bond of indemnity covering the non-receipt of such
Stock, Scrip and Warrants by any of the stockholders of this Corporation, in
which bond this Corporation and the Transfer Agent are directly or indirectly
named as obligees;

     That in the event of non-receipt by any stockholder of this Corporation of 
certificates of Stock, Scrip and Warrants so mailed, the said Transfer Agent is 
authorized to issue new certificates of said Stock, Scrip and Warrants for a 
like amount in place thereof, upon receipt from the stockholders of an affidavit
and proof of loss provided for under said blanket bond and the issuance by the 
Surety Company of an assumption of the loss under said blanket bond, all without
further action or approval of the Board of Directors or the officers of this 
Corporation

     XIV.   That the proper officers of this Corporation be and they hereby are 
authorized and directed to deliver to the Transfer Agent a sufficient supply of 
blank stock certificates and to renew such supply from time to time upon request
of the Transfer Agent and to pay the Transfer Agent prevailing fees and 
reimburse it for disbursements incurred by it when and as the same are billed to
this Corporation which, to the extent such fees and disbursements remain unpaid,
hereby grants to the Transfer Agent a lien on the books, records and other 
property of this Corporation in the custody or possession of the Transfer Agent.

     XV.    That the Transfer Agent is hereby authorized without any further 
action on the part of this Corporation to appoint as successor Transfer Agent 
any corporation or company which may succeed to the business of the Transfer 
Agent by merger, consolidation or otherwise (such corporation or company being 
hereinafter called the "Successor"); the Successor to have the same authority 
and appointment contained in this resolution as if this Corporation itself had 
appointed it Transfer Agent. The Successor shall, when appointed, be the Agent 
of this Corporation and not an Agent of Continental Stock Transfer & Trust 
Company.

     XVI.   That the Secretary or Assistant Secretary be and hereby are 
instructed to certify a copy of these resolutions under the seal of this 
Corporation and to lodge the same with Continental Stock Transfer & Trust 
Company, together with such certified documents, opinions of counsel, 
certificates, specimen signatures of officers and information as Continental 
Stock Transfer & Trust Company may require in connection with its duties as 
Transfer Agent and immediately upon any change therein which might affect 
Continental Stock Transfer & Trust Company in its duties to give the Transfer 
Agent written notice thereof and to furnish such additional certified documents,
certificates, specimen signatures of officers and information as Continental 
Stock Transfer & Trust Company may require, it being understood and agreed that 
Continental Stock Transfer & Trust Company shall be fully protected and held 
harmless for the failure of this Corporation to give proper and sufficient 
notice of any such change.

     XVII.  That this document, when executed by the Corporation, shall 
constitute the full agreement between it and Continental Stock Transfer & Trust 
Company and shall not be amended or modified except in writing signed by both 
parties.

     XVIII. This agreement shall be interpreted under the laws of the State of 
New York.

                                       2

<PAGE>
 
                           Certificate of Secretary


     I, J. Eric Van Atta       , Secretary of American Artists Film Corporation
        -----------------------               ---------------------------------
a corporation duly organized and existing under the laws of the State of
Missouri           DO HEREBY CERTIFY:
-----------------


     A. That the foregoing is a true copy of a certain Resolution duly adopted,
in accordance with the By-Laws, by the Board of Directors of the said
Corporation, at, and recorded in the minutes of a meeting of the said Board duly
held on November 6, 1996, XXXXXX and of the whole of the said Resolution, and
        ---------------- 
that the said Resolution has not been rescinded or modified.

     B. That, accompanying this Certificate are:

        (1) A copy of the Charter or Certificate of Incorporation of the said
Corporation, with all amendments to date, duly certified under official seal by
the state officer having custody of the original thereof;

        (2) A true and complete copy of the By-Laws of the said Corporation, as 
at present in force;

        (3) A signature card bearing the names and specimen signatures of all 
the officers of the said Corporation;

        (4) Specimens of certificates of each denomination and class of stock of
the said Corporation in the form adopted by the said Corporation; and

        (5) An opinion by counsel for the Corporation covering validity of the 
outstanding shares referred to in the above-mentioned Resolution and their 
registration or exemption from registration under the Securities Act of 1933 as 
amended.

     C. That the total authorized stock of the said Corporation is: 50,000,000 
                                                                    ----------  
Shares, divided into 20,000,000  Shares of Class A Common  Stock of $0.001 Par  
                     ----------            --------------           ------ 
Value each; 20,000,000 Shares of Class B Common Stock of $0.001 Par Value each; 
            ----------           --------------          ------  
10,000,000 Shares of Preferred Stock of $0.001 Par Value each;
----------           ---------          ------      
     That of the said authorized stock, there are now issued:
     712,620 Shares of the said Class A Common Stock 5,502,277 Shares of the 
     -------                    --------------       ---------
said Class B Common Stock 0 Shares of the said Preferred Stock, that such issue 
     --------------       -                    ---------
has been duly authorized, and that all of the said shares are fully paid.

     D. That the following data are true and correct with respect to the said 
Corporation.

<TABLE> 
<CAPTION> 
<S>                                              <C> 
         Names of Officers                                 Addressess
         -----------------                                 ----------
 C.E.O. Steven D. Brown                           1245 Fowler St., N.W., Atlanta, GA 30318
        -------------------------------------------------------------------------------------
Co-President Rex Hauck                             ''               ''                ''
             --------------------------------------------------------------------------------     
Co-President Vivian W. Jones                       ''               ''                ''
             --------------------------------------------------------------------------------
Secretary & Vice President- J. Eric Van Atta       ''               ''                ''
            _________________________________________________________________________________
Treasurer Robert A. Martinez                       ''               ''                '' 
           __________________________________________________________________________________

_____________________________________________________________________________________________

_____________________________________________________________________________________________

_____________________________________________________________________________________________
</TABLE> 

Counsel Carl I. Gable, P.C.. Troutman Sanders LLP
        -----------------------------------------------------------------------
   Address Nationsbank Plaza, 600 Peachtree St., N.E. Suite 5200 Atlanta, GA 
           --------------------------------------------------------------------
           30308-2216
           --------------------------------------------------------------------
Address of the Corporation 1245 Fowler St., N.W., Atlanta, GA 30318
                           -----------------------------------------------------
     IN WITNESS WHEREOF, I have hereunto set my hand, and affixed the seal of
the said Corporation, this 6th day of November, 1996.
                           ---        --------    --  

                               By/s/   J. Eric Van Atta
                                    -------------------------------
                                         Secretary

(CORPORATE SEAL)

Agreed to and accepted:             Continential Stock Transfer & Trust Company


(CORPORATE SEAL)                    By    /s/ Roger Burnhammer
                                       ----------------------------------------
                                           Roger Burnhammer
                                       3