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$25,000.00                                            As of October 3, 1996

                                PROMISSORY NOTE

     FOR VALUE RECEIVED, American Artists Film Corporation, a Georgia
corporation (herein called "Obligor"), hereby promises to pay to the order of
Glen C. Warren, a resident of Jackson, Mississippi (herein called "Holder"), in
legal tender of the United States, without grace, at his office located at 10
Lakeland Circle, Jackson, Mississippi, or at such other place as the Holder may
hereafter designate, the sum of Twenty-Five Thousand Dollars ($25,000.00)
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 August 1, 1997.

     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.

     This note is unsecured.

     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/ J. Eric Van Atta
                                              ---------------------------------
                                              American Artists Film Corporation
                                              1245 Fowler St., N.W.
                                              Atlanta, Georgia 30318

"HOLDER"

/s/ Glen C. Warren
------------------
Glen C. Warren