LETTERHEAD OF TURNER BROADCASTING SYSTEM, INC. APPEARS HERE] November 13, 1996 VIA FEDERAL EXPRESS ------------------- American Artists Film Corp. 1245 Fowler Street, NW Atlanta, Georgia 30318 Attn: Rex Hauck Tel: (404)876-7373 Fax: (404)885-9831 RE:...

 
[LETTERHEAD OF XXXXXX BROADCASTING SYSTEM, INC. APPEARS HERE]





                               November 13, 1996


VIA FEDERAL EXPRESS
-------------------
American Artists Film Corp.
0000 Xxxxxx Xxxxxx, XX
Xxxxxxx, Xxxxxxx 00000
Attn: Xxx Xxxxx
Tel: (000)000-0000
Fax: (000)000-0000

     RE: "TARGET EARTH"/XXXXXX ORIGINAL PRODUCTIONS, INC.
         ("TOP")

Dear Xxx:

     This letter, once fully executed, shall constitute an amendment (the
"Amendment") to the agreement ("Agreement") dated October 11, 1996 between TOP
and American Artists Film Corporation ("Producer") relating to the above-
referenced production (the "Program"). In consideration of the mutual promises
contained herein and the mutual benefits to be derived therefrom, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Producer and TOP hereby agree as follows:

  1.   The first sentence of Paragraph I.B. of the Agreement shall be deemed
       deleted in its entirety and replaced with the following:

          Producer developed a Budget for the Program which does not exceed
          Three Hundred Sixty-Eight Thousand One Hundred Dollars ($368,100).

  2.   Unless otherwise expressly provided herein, all capitalized terms used in
       this Amendment shall have the same meaning as ascribed in the Agreement.

  3.   Except as modified herein, the terms and conditions of the Agreement
       shall remain in full force and effect and shall govern the respective
       rights and obligations of the parties.

 
American Artists Film Corp.
Attn.: Xxx Xxxxx
November 13, 1996
Page 2


     If the foregoing accurately reflects your understanding of this Amendment, 
please sign each of the four (4) enclosed duplicate originals in the spaces 
provided and return them to me for countersignature by an officer of TOP.

                                    Sincerely,

                                    /s/ Xxx Xxxxxx Xxxxxx

                                    Xxx Xxxxxx Xxxxxx
                                    Assistant General Counsel


Agreed and Accepted by:


AMERICAN ARTISTS FILM CORP.

By: /s/ X. Xxxx Xxx Xxxx
    -----------------------------

Title: Vice President
       --------------------------


XXXXXX ORIGINAL PRODUCTIONS, INC.

By: /s/ Xxx Xxxxxxxx
    -----------------------------

Title: President
       --------------------------


LBR: sms

cc:  Xxx Xxxxxxxx
     Xxxxx Xxxxxx
     Xxxxxx Xxxxxxxxx
     Xxxxxx Xxxxxxxx