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                                                                  EXHIBIT 10.117

$19,500.00                                                     January 15, 1999

                                 PROMISSORY NOTE

         FOR VALUE RECEIVED, American Artists Film Corporation, a Missouri
corporation (herein called "Obligor"), hereby promises to pay to the order of
Sandra Smallwood, a resident of Roswell, Georgia (herein called "Holder"), in
legal tender of the United States, without grace, at her residence located at
9965 Lake Forest Way, Roswell, Georgia 30076, or at such other place as the
Holder may hereafter designate, the sum of Nineteen Thousand Five Hundred
Dollars ($19,500.00) together with simple interest on the unpaid balance of such
principal amount outstanding from time to time hereunder at an annual interest
rate equal to prime plus one percent (1%) per annum. All principal and any
accrued but unpaid interest will be due and payable on demand but no later than
September 1, 1999.

         It is hereby expressly agreed that should any default be made in the
payment of principal or interest when due, the principal indebtedness evidenced
hereby and all interest accrued thereon shall, upon written demand, become due
and payable and may be collected forthwith. Notwithstanding any other provision
hereof to the contrary, Obligor shall not be deemed to be in default of payment
of principal or interest hereunder if such payment (the "Late Payment") is
received by Holder within ten (10) days following the date on which Obligor
receives written notice of said default.

         Payment not made within ten (10) days of the due date shall bear
interest at the rate of prime plus one percent (1%) per annum from the original
due date until paid.

         Time is of the essence of this Note, and in the event that this Note is
collected by law or through an attorney-at-law, the Obligor agrees to pay all
reasonable costs of collection.

         As security for this Promissory Note, Obligor hereby grants a first
priority lien against its ownership interest in the Ordinary LLC Shares of False
River, LLC. This security interest shall be limited to the amount of unpaid
principal and accrued interest outstanding under this Promissory Note.

         The Obligor shall be entitled, at any time, and from time to time,
without the consent of the Holder and without making any penalty or premium
therefor, to prepay all or any portion or portions of the outstanding principal
amount thereof.

         This Note shall be governed as to the validity, interpretation,
construction, enforcement, effect, and in all respects by the laws and decisions
of the State of Georgia.

         No delay or omission on the part of the Holder in exercising any rights
hereunder shall operate as a waiver of such right or any other rights under this
Note. A waiver on any occasion shall not be construed as a bar to or waiver of
any right or remedy on any future occasion.

         IN WITNESS WHEREOF, the undersigned has caused these presents to be
duly executed under the seal on the date and year first above written.

                                    "OBLIGOR"



                                    By: /s/ Robert Martinez
                                      -----------------------------------------
                                       American Artists Film Corporation
                                       1245 Fowler St., N.W.
                                       Atlanta, Georgia 30318
"HOLDER"


/s/ Sandra Smallwood
------------------------------
Sandra Smallwood