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                                                                   Exhibit 10.68

                               AMENDMENT AGREEMENT

     This Amendment Agreement is made and entered into as of this 15th day
January 1998 by and among VIDEO COMMUNICATIONS NETWORK, LLC (the "Company"), a
Georgia limited liability company, and the undersigned members ("Members") of
the Company.

RECITALS:

     A.   The Members entered into an Operating Agreement dated August 20, 1997,
for the purpose of, among other things, organizing the Company as a Georgia
limited liability company and providing for the Members' respective
contributions to the capital of the Company and resulting ownership of shares
("Limited Liability Company Shares" or "LLC Shares").

     B.   The Members have decided to amend and revise the allocation of LLC
shares ownership among themselves effective as of the date of the Original
Agreement, without changing the aggregate number of Ordinary LLC Shares and
Deferred LLC Shares.


AGREEMENTS:

     In consideration of the Recitals, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

     1.   Amendment. The Original Agreement is hereby amended by deleting
Exhibit A thereof in its entirety and substituting in lieu thereof the new form
of Exhibit A that is attached as Exhibit A to this Amendment Agreement.

     2.   Company Consent; Capital Accounts. The Company consents to the revised
allocation of ownership of its LLC Shares in the substituted form of Exhibit A.
The Members will immediately adjust their respective capital contributions to
the Company to conform to the revised allocation of Ordinary LLC Shares
stipulated in the substituted form of Exhibit A.

     3.   No Other Change. Except as provided in Paragraph 1 above, the Original
Agreement shall remain in full force and effect in accordance with its terms.



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     IN WITNESS WHEREOF, the parties have caused this Amendment Agreement to be
duly executed and affixed their seals.



                                    AMERICAN ARTISTS FILM CORPORATION
(CORPORATE SEAL)



                                    By: /s/ Steven D. Brown           
                                       --------------------------------
                                       Authorized Officer



                                    /s/ Tyrone C. Johnson                 (SEAL)
                                    --------------------------------------
                                    Tyrone C. Johnson



                                    /s/ Glen C. Warren                    (SEAL)
                                    --------------------------------------
                                    Glen C. Warren



                                    /s/ Malcolm C. Davenport              (SEAL)
                                    --------------------------------------
                                    Malcolm C. Davenport, V



                                    /s/ Ben E. Noble                      (SEAL)
                                    --------------------------------------
                                    Ben E. Noble



                                    /s/ John W. Boyd, M.D.                (SEAL)
                                    --------------------------------------
                                    John W. Boyd


                                    VIDEO COMMUNICATIONS NETWORK, LLC
(COMPANY SEAL)


                                    By: /s/ Tyrone C. Johnson
                                       -----------------------------------
                                        Authorized Officer


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                                    EXHIBIT A

                     to Operating Agreement, as amended, of

                       VIDEO COMMUNICATIONS NETWORK, LLC.
                           a limited liability company
                       organized under the laws of Georgia

<TABLE>
<CAPTION>
    Name, address and federal              Ordinary       Deferred          Capital
     tax identification number            LLC Shares     LLC Shares      Contribution
         of initial Members                Received       Received         by Member
         ------------------                --------       --------         ---------

<S> <C>                                   <C>            <C>             <C>    
1.  American Artists Film                    7,890             0            $789.00
    Corporation                        
    1245 Fowler St., NW                
    Atlanta, GA  30318                 
    Tax I.D. No.: 43-1717111           

2.  Tyrone C. Johnson                            0         1,000              50.00
    1245 Fowler St., NW
    Atlanta, GA  30318
    Soc. Sec. No.:  ###-##-####

3.  Glen C. Warren                             444             0              44.40
    10 Lakeland Circle
    Jackson, MS  39211
    Soc. Sec. No.:  ###-##-####

4.  Malcolm C. Davenport, V                    222             0              22.20
    1120 N. 18th Street
    Lanett, AL  36863
    Soc. Sec. No.:  ###-##-####

5.  Ben E. Noble                               222             0              22.20
    3261 Lenox Rd., N.E.
    Atlanta, GA  30324
    Soc. Sec. No.:  ###-##-####

6.  John W. Boyd                               222             0              22.20
    411 Cherokee Drive
    McComb, MS  39648
    Soc. Sec. No.:  ###-##-####
                                             -----         -----            -------
                 Total                       9,000         1,000            $950.00
                                             =====         =====            =======
</TABLE>


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