EXHIBIT  10.8


                        MASTER LEASE FINANCING AGREEMENT


     THIS AGREEMENT ("Agreement") is made as of February 6, 1998 among FUJI
PHOTO FILM U.S.A., INC., a New York corporation ("Fuji"), MOTO PHOTO, INC., a
Delaware corporation ("Moto Photo"), and THE PROVIDENT BANK ("Provident"), under
the following circumstances:

     A.Moto Photo and its franchisees own and operate photo finishing stores.

     B.Fuji sells minilab photo processing equipment to certain financial
       institutions for resale to Moto Photo and its franchisees and sells
       color photographic paper, photographic chemicals and various other
       related products to Moto Photo for resale to Moto Photo's customers and
       franchisees.

     C.Fuji and Moto Photo have entered into an Agreement of even date
       herewith, a copy of which is attached hereto as Exhibit A (the "Project
       Agreement"), which provides for a special lease financing program known
       as Moto Photo QuickStart  (the "Moto Photo QuickStart  Program") which
       Fuji and Moto Photo have agreed to make available to Moto Photo and
       selected franchisees.  In addition, Fuji and Provident have entered into
       a Guaranty and Repurchase Agreement of even date herewith (the "Fuji
       Guaranty") under which Fuji has guaranteed certain payments to be made
       to Provident by the participants in the Moto Photo QuickStart  Program
       and has agreed to repurchase equipment leased by Provident in connection
       with the Moto Photo QuickStart  Program, under the circumstances
       described in the Fuji Guaranty.

     D.This Agreement is being entered into by the parties to effectuate the
       Moto Photo QuickStart  Program.

       NOW, THEREFORE, the parties hereto agree as follows:

     Section 1.  Financings by Provident; Term.  (a)  Subject to the terms and
     conditions of this Agreement, from time to time during the term of this
     Agreement, upon written notice from Moto Photo and Fuji, Provident shall,
     in each such event:  (i) purchase from Fuji, and Fuji shall sell to
     Provident, a Fuji minilab photo processor and related equipment described
     on Exhibit B ("Fuji Equipment") at the price set forth on Exhibit B, (ii)
     Moto Photo shall make available for purchase by Provident, and Provident
     shall purchase, certain equipment manufactured by third parties described
     on Exhibit B ("Third Party Equipment"), and (iii) Provident shall enter
     into a business lease agreement in substantially the form of Exhibit C
     hereto (a "Lease") with Moto Photo or a Moto Photo franchisee designated by
     Moto Photo (a "Program Participant") pursuant to which Provident shall
     lease the Fuji Equipment and the Third Party Equipment (collectively,
     "Equipment") to the Program Participant for a term of eight years from the
     last day of the month in which the Equipment is placed in service and shall
     make a cash payment to the Program Participant of up to the maximum amount
     specified on Exhibit B as a store build-out allowance (a "Build-Out
     Allowance").   Provident, Fuji and Moto Photo shall follow the procedures
     described in Exhibit D with respect to the authorization and closing of
     each Lease (the "Closing Procedures") unless Provident and Moto Photo
     otherwise agree in writing.  Provident shall be entitled to rely on the
     representations and warranties made by the Program Participant in the Lease
     with respect to the Program Participant's organization, authority, due
     execution and delivery of the Lease and the like.

  (b)In accordance with each Lease and with the maintenance agreement to be
  entered into by and between Fuji and each Program Participant, which shall be
  in the form attached hereto as Exhibit E (each, a "Maintenance Agreement"),
  so long as there is no default under the applicable Lease, Provident shall
  pay to Fuji on behalf of the Program Participant at the beginning of each
  year of the Maintenance Agreement (which shall commence at the beginning of
  the second year of the Lease) the annual maintenance fee payable under the
  Maintenance Agreement in the amount specified on Exhibit B.  Provident shall
  be reimbursed for amounts so paid to Fuji through the payments made by the
  Program Participant to Provident pursuant to the Lease.

  (c)At the time Provident is instructed pursuant to Section 1(a) to enter into
  a Lease, Moto Photo and Fuji shall specify in writing to Provident:  (i) the
  manner in which the weekly rental and all other periodic payments (including
  any minimum payments) to be made by the Program Participant under the Lease
  are to be calculated, (ii) the identity of any guarantors who are required to
  execute the Lease, and (iii) any terms to be included in the Lease that are
  different from those set forth in the form of Lease attached hereto as
  Exhibit C.

  (d)Provident's obligations under Section 1(a) shall be subject, in each
  instance, to satisfaction of each of the following conditions:



  (b)The Program Participant which is a party to the Lease shall be domiciled
  in, and the store in which the Equipment subject to the Lease will be used
  shall be located in, the continental United States of America;

  (c)The Program Participant shall have executed and delivered to Provident the
  Lease and each other agreement or instrument (including, without limitation,
  appropriate financing statements) which the Program Participant is required
  to execute and deliver under the terms of the Lease, and all other conditions
  to the effectiveness of the Lease set forth therein shall have been
  satisfied;

  (d)Fuji and Moto Photo shall have approved in writing the final form of the
  Lease to be entered into with the Program Participant, if it will vary from
  the form of Lease attached hereto as Exhibit C; and

  (e)Provident shall have received a valid bill or bills of sale conveying to
  Provident the Equipment to be leased to the Program Participant pursuant to
  the Lease.

  (f) For purposes of this Agreement, the sum of all amounts paid by Provident
  with respect to the purchase of Equipment subject to a Lease plus the amount
  of the Build-Out Allowance paid by Provident under that Lease hereinafter is
  referred to as Provident's "Initial Investment" with respect to that Lease.
  In no event shall the aggregate amount of Provident's Initial Investment with
  respect to any Lease entered into pursuant to this Agreement exceed $200,000
  nor shall the purchase price of any Third Party Equipment plus the amount of
  the Build-Out Allowance under any single Lease exceed $60,000.


  (g) This Agreement shall commence on the day first written above and shall
  terminate at the end of the term of the last Lease to expire or to be
  terminated; provided, however, that: (i) as soon as practicable after
  Provident enters into the 40th Lease under this Agreement, Provident, Moto
  Photo and Fuji shall cause their respective representatives to discuss
  extending the Moto Photo QuickStart  Program and the terms of any such
  extension, and (ii) if Provident, Moto Photo and Fuji have not otherwise
  agreed in writing, the obligations of the parties with respect to any
  additional Leases (including Provident's obligation to enter into any
  additional Leases with Program Participants) shall terminate at such time as
  Provident has entered into the first 50 Leases with Program Participants
  under this Agreement.  Notwithstanding any of the foregoing, however, unless
  Provident otherwise agrees in writing, Provident shall not be obligated to
  enter into any additional Leases after December 31, 1999 if fewer than 50
  Leases have been entered into on or before such date.

  (h)Any security interest in the Equipment subject to a Lease or any other
  similar lien or right with respect to any of such Equipment which Moto Photo
  may hold under a franchise agreement with the Program Participant that is a
  party to such Lease or otherwise shall be subordinate in all respects to the
  rights of Provident and Fuji with respect to such Equipment under such Lease.


  Section 2.  ACH Collections; Allocations; and Payments.  (a) Each Lease shall
  provide Provident with the right to collect from a designated account of the
  Program Participant, by means of weekly electronic fund transfers initiated
  through the Automated Clearing House Association ("ACH/EFT") amounts due to
  Provident from the Program Participant under the Lease ("Electronic
  Payments").  On or before 11:00 a.m. Dayton, Ohio, time on Tuesday of each
  week during which any Leases are outstanding, Moto Photo shall notify
  Provident by fax or, if agreed by Provident and Moto Photo, by electronic
  data transmission, of the proper amount of the Electronic Payments which
  shall be charged by Provident to the account of each Program Participant by
  means of ACH//EFT.  In addition, if a Program Participant owes any amount
  under a Lease with respect to Impositions (as defined in the Lease),
  Provident may increase the amount to be collected from the Program
  Participant by means of the ACH/EFT charge by the amount of the Impositions,
  in accordance with the provisions of the Lease.

  (b)In the event that Provident does not receive the full amount of the
  Electronic Payments due from the account of a Program Participant by means of
  the ACH/EFT charge, Provident promptly shall notify the Program Participant,
  Fuji and Moto Photo (a "Payment Default Notice") that a payment default
  exists under all Leases between Provident and that Program Participant.  If
  the Program Participant fails (a "Continuing Payment Default") to pay the
  full amount due within seven days after Provident gives the Payment Default
  Notice, Provident promptly shall notify Fuji and Moto Photo of the Continuing
  Payment Default.

  Section 3.  Defaults by Program Participants under Leases.  (a) As soon as
  practicable after Provident receives notice, with respect to any Lease, of
  the occurrence of any Default (as defined in the Lease), Provident shall
  notify Fuji and Moto Photo of such Default.

  (b) Following the occurrence  of any Default under a Lease and prior to
  demanding payment with respect to such Lease from Fuji pursuant to the Fuji
  Guaranty, Provident shall, at its expense, unless otherwise instructed by
  Fuji and Moto Photo in writing, take such actions with respect to the
  enforcement of its rights under the Lease as are consistent with Provident's
  normal and customary practices; provided, however, that Provident shall not
  be required to initiate any legal action with respect to any such Default
  other than pursuant to Section 3(c) below.  Unless Provident, Fuji and Moto
  Photo otherwise agree, Provident shall not make any demand for payment by
  Fuji under the Fuji Guaranty with respect to a Lease as to which a Default
  has occurred unless such Default is a Continuing Payment Default and the
  failure to pay has continued without being cured in full for at least 90 days
  after the date on which the payment was due under the Lease.

  (c) Except as otherwise expressly provided in Sections 2(b) and 3(b), without
  written instructions from Fuji and Moto Photo, Provident shall have no
  obligation to take any action with respect to any Default under any Lease or
  any action or omission which, with the passage of time or the giving of
  notice, or both, might constitute a Default; provided however, that Provident
  shall take such other actions with respect to any such Lease as Fuji and Moto
  Photo reasonably may request in writing, if Fuji and Moto Photo acknowledge
  in such request their obligation to reimburse Provident for all reasonable
  expenses in connection therewith and to indemnify Provident in connection
  therewith.

  (d) Moto Photo shall use its reasonable best efforts to assist Provident or
  Fuji, as the case may be, in seeking performance by each Program Participant
  of its obligations under the Lease or Leases to which it is party (including,
  without limitation, in attempting to cause any such Program Participant to
  cure any Default under any such Lease).

  Section 4.  Equipment Trade-Ins.  In the event that a Program Participant
  desires to trade-in any Equipment subject to a Lease, Provident, Moto Photo
  and Fuji shall cooperate and use reasonable efforts to accommodate such
  desire and shall make appropriate modifications to the Lease and this
  Agreement to reflect any such accommodation.

  Section 5.  Reports.  (a)  For so long as any Leases remain outstanding,
  Provident shall provide to Moto Photo and Fuji, within 15 business days after
  the end of each month,  a report (the "Monthly Report"), presented for the
  preceding month and, on a cumulative basis, for the period from the date of
  this Agreement through the end of the month for which the Monthly Report is
  being made, showing:

  (i)for each outstanding Lease, an account (a "Lease Account") which shall
  reflect the amount of Provident's Initial Investment with respect to such
  Lease from the date when paid and:

          (1)shall be increased by the amount of all maintenance fees paid by
          Provident to Fuji with respect to the Equipment leased under such
          Lease from the date when paid,

          (2)shall be increased by any Impositions incurred by Provident under
          such Lease from the date incurred,

          (3)on a daily basis:  (x) if the Lease Account has an outstanding
          positive balance, shall be increased by an accrual for interest on the
          outstanding balance (excluding from such balance for such purpose the
          aggregate amount of all prior accruals pursuant to this clause (3)) at
          the rate of 9.6% per annum (computed on the basis of a year of 360
          days), or (y) if the Lease Account has an outstanding negative balance
          and the Consolidation Account (as hereinafter defined) has a positive
          balance, shall be decreased by an accrual for interest on the
          outstanding negative balance (expressed as a positive number and
          excluding from such balance the aggregate amount of all prior accruals
          pursuant to this clause (3)) at the rate of 9.6% per annum (computed
          on the basis of a year of 360 days), and

          (4)shall be reduced by the amount of all payments collected by
          Provident or paid to Provident under the Lease (including, without
          limitation, any insurance recoveries received by Provident) or paid to
          Provident with respect to the Lease under the Fuji Guaranty or Section
          6(a) of this Agreement;

  (ii)for all Leases entered into in the same calendar year (each, a "Pool"),
  an account (a "Pool Account") which shall reflect on an aggregate combined
  basis all of the Lease Accounts for the Leases in that Pool; and

  (iii)for all Leases, a consolidation account (the "Consolidation Account")
  which shall reflect on an aggregate combined basis all of the Pool Accounts;
  provided, however, that for any periods during which the Consolidation
  Account has a negative balance, the Consolidation Account also shall be
  decreased by an accrual for interest on the outstanding negative balance
  (expressed as a positive number) and excluding from such balance the
  aggregate amount of all prior such accruals at a rate per annum equal to the
  rate then paid by Provident with respect to positive balances in commercial
  accounts under Provident's standard corporate cash management arrangements.

  (b)Moto Photo and Fuji promptly shall notify Provident in writing of the
  amount of any "Foreclosure Gain," "Foreclosure Loss," "Settlement Amount,"
  "Net Resale Price" and "Settlement Value" (each as defined in the Project
  Agreement) with respect to any Lease.  All Monthly Reports, Annual
  Reconciliation Reports and Pool Reconciliation Reports (as hereinafter
  defined) prepared by Provident with respect to periods following receipt of
  any such notice thereafter shall include a statement of such amounts.

  Section 6.  Settlement between Fuji and Provident.  (a) If, upon termination
  of a Lease, the Lease (other than a Lease as to which Fuji previously has
  made payment to Provident under the Fuji Guaranty) Account with respect to
  such Lease has a positive balance (the amount of such positive balance
  hereinafter being referred to as the "Residual Value" of such Lease) and if:

  (i) the Program Participant which is a party to such Lease does not purchase
  the Equipment subject to such Lease in accordance with the terms of such
  Lease, Provident shall sell such Equipment to Fuji, and Fuji shall purchase
  such Equipment from Provident, within 15 business days after the termination
  of such Lease, at a purchase price equal to the Residual Value, or

  (ii)the Program Participant which is a party to such Lease purchases the
  Equipment subject to such Lease in accordance with the terms of such Lease
  and the net proceeds received by Provident from the Program Participant with
  respect to the sale of such Equipment are less than the Residual Value with
  respect to such Lease, Fuji shall pay to Provident, within 15 business days
  after such sale, the amount by which such Residual Value exceed such net
  proceeds, or

  (iii)the Program Participant which is a party to such Lease purchases the
  Equipment subject to such Lease in accordance with the terms of such Lease
  and the net proceeds received by Provident with respect to the sale of such
  Equipment are greater than the Residual Value, Provident shall pay to Fuji,
  within 15 business days after such sale, the amount by which such net
  proceeds exceeds such Residual Value.

  (b)If, upon termination of a Lease (other than a Lease as to which Fuji
  previously has made payment to Provident under the Fuji Guaranty), the Lease
  Account with respect to such Lease has a negative balance (the amount of such
  negative balance, expressed as a positive number, being referred to as the
  "Inherent Gain" under such Lease), Provident shall pay to Fuji, within 15
  business days after the termination of such Lease, an amount equal to the
  Inherent Gain plus, if the Program Participant which is a party to such Lease
  purchases the Equipment subject to such Lease in accordance with the terms of
  such Lease, the net proceeds received by Provident with respect to the sale
  of such Equipment to such Program Participant.  In the event that such
  Program Participant does not purchase the Equipment subject to such Lease in
  accordance with the terms of such Lease, Provident also shall convey to Fuji,
  at the time Provident makes such payment, all of Provident's right, title and
  interest in the Equipment subject to such Lease.

  (c)Within 15 business days after delivery of the last Monthly Report under
  Section 5, if the Consolidation Account has a negative balance, Provident
  shall pay to Fuji the amount of such negative balance.

  Section 7.  Settlements among Moto Photo, Fuji and the Program Participants.
  (a)  Within 15 business days after the end of each calendar year, Provident
  shall prepare and provide to Fuji and Moto Photo  a report (an "Annual
  Reconciliation Report") showing the Net Gains and Net Losses (each as defined
  in the Project Agreement) during the year then ended, based on the
  information provided to Provident pursuant to Section 5(b) and the Monthly
  Reports, sufficient to permit Fuji and Moto Photo to make any payments
  required by Section 4(a) of the Project Agreement.

  (b) Provident shall include with the Annual Reconciliation Report for each
  year, commencing with the year ending December 31, 2006, another report (a
  "Pool Reconciliation Report") showing the Net Gains and Pool Gains (each as
  defined in the Project Agreement), if any, for the Pool consisting of Leases
  entered into during the calendar year ending eight years before such December
  31, based on the information provided to Provident pursuant to Section 5(b),
  the Monthly Reports and the Annual Reconciliation Report, sufficient to
  permit Fuji and Moto Photo to make any payments required by Section 4(b) of
  the Project Agreement.

  Section 8.  Indemnification.  Fuji and Moto Photo, jointly but not severally,
  shall indemnify, defend, exonerate and hold Provident and each of its
  officers, directors, employees and agents (collectively, "Provident
  Indemnified Parties") harmless from and against any and all actions, causes
  of action, suits, losses, costs, liabilities and damages, and all expenses
  incurred in connection therewith (irrespective of whether any such Provident
  Indemnified Party is a party to the action for which indemnification
  hereunder is sought), including reasonable attorneys' fees and disbursements
  (collectively, the "Provident Indemnified Liabilities"), incurred by any of
  the Provident Indemnified Parties as a result of, or arising out of, or
  relating to: (i) the calculation, collection or allocation of amounts in
  accordance with the instructions of Moto Photo or Fuji pursuant to Sections
  1(c) or 2(a) or the calculation of any amounts using information provided by
  Moto Photo and Fuji pursuant to Section 4(b); (ii) any action or omission
  taken by Provident in accordance with the written instructions of Moto Photo
  and Fuji pursuant to Sections 1 or 3; (iii) any warranty or product liability
  claims with respect to the Fuji Equipment (as to which only Fuji, and not
  Moto Photo, shall have any indemnification obligation hereunder), (iv) any
  breach of contract claims with respect to the Maintenance Agreement (as to
  which only Fuji, and not Moto Photo, shall have any indemnification
  obligation hereunder), (v) any warranty or product liability claims with
  respect to the Third Party Equipment (as to which only Moto Photo, and not
  Fuji, shall have any indemnification obligation hereunder), (vi) any claims
  with respect to the Moto Photo franchise relationship (as to which only Moto
  Photo, and not Fuji, shall have any indemnification obligation hereunder),
  (vii) or any claims with respect to relationship between Fuji, Moto Photo
  and/or a Program Participant, (viii) any claims with respect to the proper
  characterization of a Lease for Uniform Commercial Code, tax or other
  purposes, and (ix) all actions, suits, proceedings, settlements and judgments
  arising out of any of the foregoing.

  Section 9.  Representations and Warranties.  (a) Fuji and Moto Photo each
  hereby represents and warrants to Provident, as to itself and not as to the
  other, as follows:

  (i) it is a corporation duly incorporated, validly existing and in good
  standing under the laws of the state of its incorporation;

  (ii)the execution, delivery and performance by it of this Agreement are
  within its corporate powers, have been duly authorized by all necessary
  corporate action, and do not (i) contravene its certificate of incorporation
  or bylaws; (ii) contravene any contractual restriction, law or governmental
  regulation or court decree or order binding on or affecting it; or (iii)
  result in, or require the creation or imposition of, any lien or encumbrance
  on any of its properties;

  (iii)no authorization or approval or other action by, and no notice to or
  filing with, any governmental authority or regulatory body or other person is
  required for the due execution, delivery and performance by it of this
  Agreement except as have been duly obtained or made and as are in full force
  and effect;

  (iv)this Agreement is its legal, valid and binding obligation, enforceable in
  accordance with its terms; and

  (v) there is no action or proceeding at law or in equity by or before any
  court or governmental instrumentality or agency now pending which might
  materially adversely affect its condition (financial or otherwise).


  (b)Provident hereby represents and warrants to Fuji and Moto Photo as
  follows:

  (i) Provident is a corporation duly incorporated, validly existing and in good
  standing under the laws of the state of Ohio;

  (ii)the execution, delivery and performance by Provident of this Agreement
  are within its corporate powers, have been duly authorized by all necessary
  corporate action, and do not (i) contravene its articles of incorporation or
  regulations; (ii) contravene any contractual restriction, law or governmental
  regulation or court decree or order binding on or affecting it; or (iii)
  result in, or require the creation or imposition of, any lien or encumbrance
  on any of its properties;

  (iii)no authorization or approval or other action by, and no notice to or
  filing with, any governmental authority or regulatory body or other person is
  required for the due execution, delivery and performance by Provident of this
  Agreement except as have been duly obtained or made and as are in full force
  and effect;

  (iv)this Agreement is a legal, valid and binding obligation of Provident,
  enforceable in accordance with its terms; and

  (v) except as otherwise described in an Annual Report on Form 10-K or a
  Quarterly Report on Form 10-Q filed by Provident or an affiliate with the
  Securities and Exchange Commission, as of the date of the most recent such
  filing, there is no action or proceeding at law or in equity by or before any
  court or governmental instrumentality or agency now pending which might
  materially adversely affect Provident's condition (financial or otherwise).

  Section 10.  Expenses.  (a) Fuji and Moto Photo shall reimburse Provident for
  all reasonable out-of-pocket costs and expenses incurred by or imposed upon
  Provident in connection with: (i) the enforcement by Provident, at the
  request of Moto Photo or Fuji, of any of Provident's rights under a Lease, or
  (ii) the successful enforcement by Provident against them of any of
  Provident's rights hereunder including, without limitation, in either such
  case, the reasonable fees and expenses of Provident's counsel; provided,
  however, that the aggregate amount of such costs and expenses for which Fuji
  and Moto Photo shall be obligated to reimburse Provident shall not exceed
  $100,000.

  (b)Provident shall reimburse Fuji and Moto Photo for all reasonable out-of-
  pocket costs and expenses incurred by or imposed upon either of them in
  connection with the successful enforcement by them against Provident of any
  of their rights hereunder including, without limitation, in either such case,
  the reasonable fees and expenses of their counsel; provided, however, that
  the aggregate amount of such costs and expenses for which Provident shall be
  obligated to reimburse Fuji and Moto Photo shall not exceed $100,000.

  Section 11.  Miscellaneous.  (a)  Nothing contained in or relating to this
  Agreement, any Lease or the Fuji Guaranty shall constitute or be deemed to
  constitute a partnership or joint venture among the parties hereto or between
  any party or parties hereto and any Program Participant.

  (b) No party hereto has or shall have or hold itself out as having any
  authority or agency to act on behalf of any other party.

  (c) This Agreement and the Fuji Guaranty constitute the entire agreement of
  the parties with respect to the subject matter hereof and supersedes all
  prior agreements and understandings, oral and written, between the parties
  with respect to the subject matter hereof.

  (d) No amendment to this Agreement shall be effective unless in writing and
  executed by all of the parties hereto.

  (e) This Agreement shall be binding on and shall inure to the benefit of the
  parties hereto and their respective heirs, legal representatives, successors
  and assigns; provided; however, that no party may assign any of its rights
  hereunder or delegate any of the obligations hereunder without the prior
  written consent of all other parties hereto, except that, upon prior written
  notice given to Moto Photo and Fuji and their written agreement thereto
  (which agreement shall not be unreasonably delayed or withheld), Provident
  may cause one or more affiliates of Provident to fulfill Provident's
  obligations to enter into one or more Leases in accordance with this
  Agreement.

  (f) If any one or more of the provisions contained in this Agreement or any
  document executed in connection herewith shall be invalid, illegal or
  unenforceable in any respect under any applicable law, the validity, legality
  and enforceability of the remaining provisions contained herein shall not in
  any way be affected or impaired; provided, however, that in such case the
  parties shall use their best efforts to achieve the purpose of the invalid
  provision by a new legally valid stipulation.

  (g) All notices, requests, demands and other communications provided for by
  this Agreement shall be in writing and (unless otherwise specifically
  provided herein) shall be deemed to have been given at the time when mailed
  in any general or branch office of the United States Postal Service, enclosed
  in a registered or certified postpaid envelope and addressed to the address
  of the parties shown below or to such changed address as such party may have
  fixed by notice, or when sent by facsimile transmission and acknowledged by
  an appropriate telephonic or facsimile receipt:

               If to Fuji:         Fuji Photo Film U.S.A., Inc.
                                   555 Taxter Road
                                   Elmsford, New York  10523
                                   Attention:  President
                                   Telecopier:  (914) 789-8514

                                        - copy to -

                                   Fuji Photo Film U.S.A., Inc.
                                   555 Taxter Road
                                   Elmsford, New York  10523
                                   Attention:  Jonathan E. File, Esq.
                                   Telecopier:  (914) 789-8142


               If to Moto Photo:   Moto Photo, Inc.
                                   4444 Lake Center Drive
                                   Dayton, Ohio  45426
                                   Attention:  Chief Financial Officer
                                   Telecopier:  (937) 854-0140

                                        - copy to -

                                   Jacob A. Myers, Esq.
                                   Myers & Frayne Co., LPA
                                   18 W. First Street
                                   Dayton, Ohio  45402
                                   Telecopier:  (937) 224-5782

               If to Provident:    The Provident Bank
                                   10 West Second Street
                                   Dayton, Ohio  45402
                                   Attention:  Moto Photo QuickStart
                                   Telecopier:  (937) 223-3522

                                        - copy to -

                                   The Provident Bank
                                   One East Fourth Street
                                   Cincinnati, Ohio  45202
                                   Attention:  Legal Department
                                   Telecopier:  (513) 763-8069


provided, however, that (i) any notice of change of address shall be effective
only when received and (ii) a copy of any notice given other than by mail shall
be given by mail as aforesaid.

  (h)Whenever any payment to be made hereunder shall be stated to be due on a
  Saturday, Sunday or any other day which is not a business day in the State of
  Ohio, such payment may be made on the next succeeding business day and such
  extension, if any, shall be included in computing interest in connection with
  such payment.

  (i)This Agreement may be executed simultaneously in separate counterparts,
  each of which shall be deemed an original, but all of which together shall
  constitute one and the same instrument.

  (j)This Agreement and the rights and obligations of the parties hereunder
  shall in all respects be governed by, and construed and enforced in
  accordance with, the laws of the State of Ohio (without giving effect to
  Ohio's principles of conflicts of law).

  IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.


                              FUJI PHOTO FILM U.S.A., INC.


                              By:
                                 --------------------------------
                                    Name:
                                    Title:


                              MOTO PHOTO, INC.


                              By:
                                 --------------------------------
                                    Name:
                                    Title:


                              THE PROVIDENT BANK

                              By:
                                 --------------------------------
                                    Name:
                                    Title:



 EXHIBIT A


                               PROJECT AGREEMENT


 EXHIBIT B

1.Description of the Fuji Equipment (including Model):

     FUJI EQUIPMENT:  Model SFA-278A includes:

     FP-362 Film Processor
     PP-1828A Printer/Processor
     Printer Crop Mask
     Paper Magazines (3)
     Crown 135MM Extractor
     3120 Kinetronics Film Cleaner
     880 X-Rite Densitometer
     Crown 4508 Semi-Auto Sleever
     2 UP Cluster Lens 5:
     Greeting Card Kit/Lithos
     Diffusion Box
     Compact Mets Silver Recovery
     Negative Receiver
     AT/DT Attacher/Detacher
     AT/DT Accessory Kit

     THIRD PARTY EQUIPMENT:

     Supplier            Item

     Aperlon             Greeting Lithos(6)

     Fuji-Hunt           Chemical Labels
     Perfect System      Image Maker
     Phototronics        Tubing & Fittings
     Phototronics        Lockout/Tagout
     Grainger            Compressor
     Identification      Passport Camera/Die Cutter
     Mini-Lab            Lab Supplies/Film Stands
     Calumet             15" Rotatrim
     Unique              POS System Including Training Fee
     Local               Office Equipment
     BEF                 Electronic Printer Counter


2.Price of the Fuji Equipment:                    $135,643.60

3.Maximum Store Build-Out Allowance:              $ 37,000.00

4.Annual Fee Payable Under Maintenance Agreement: $  3,800.00


 EXHIBIT C


                        FORM OF BUSINESS LEASE AGREEMENT



 EXHIBIT D

                               CLOSING PROCEDURES

1.Moto Photo will obtain a completed and signed lease application (in a form
provided by Provident) and a recent personal financial statement from the
prospective Program Participant and will provide copies to Provident and Fuji.

2.Moto Photo and Fuji will notify Provident of their approval of the Program
Participant for the Moto Photo QuickStartO Program and will provide to Provident
in writing: (i) any modifications they propose to make in the standard Business
Lease Agreement form, (ii) the information to be included in Exhibit A of the
Business Lease Agreement, and (iii) the rent schedule to be attached to the
Business Lease Agreement as Exhibit B.

3.Provident will provide copies of the Business Lease Agreement (completed with
the information provided under #2 above), UCC-1 financing statements, an ACH/EFT
authorization form and identification tags to be affixed to the Equipment in
accordance with the Lease (collectively, the "Lease Package") to Moto Photo, and
Moto Photo will arrange for execution of the Lease Package and the Maintenance
Agreement by the Program Participant.  Moto Photo will return an executed copy
of the Lease Package to Provident and will return an executed copy of the
Maintenance Agreement to Fuji.  Moto Photo also will obtain from the Program
Participant and provide to Provident: (i) the insurance certificate required by
the lease, and (ii) a check for the required $6,000 prepayment of Rent.

4.Provident will file the UCC-1 financing statements with the appropriate
governmental authorities and will establish the ACH/EFT arrangements.

5.Provident will authorize Moto Photo to issue on Provident's behalf a purchase
order to Fuji with respect to the Fuji Equipment and purchase orders to the
appropriate vendors with respect to the Third Party Equipment.

6.Fuji and the third party vendors will issue to Provident invoices with
respect to the Fuji Equipment and the Third Party Equipment.

7.The Program Participant will complete and return to Provident the Acceptance
Certificate within a specified number of days after receipt of the Equipment
and, following receipt, Provident will confirm the commencement of the Lease to
Fuji, Moto Photo and the Program Participant, noting the "Commencement Date" for
purposes of the lease.

8.Following acceptance of the Equipment, Provident will pay the invoices from
Fuji and the third-party vendors.





 EXHIBIT E