TABLE OF CONTENTS

1.   GRANT                                                  3
2.   TERM AND RENEWAL                                       6
3.   SUBLICENSE AGREEMENTS                                  7
4.   FEES 8
5.   RIGHTS AND OBLIGATIONS OF FRANCHISOR                   12
6.   RIGHTS AND OBLIGATIONS OF MASTER LICENSOR              15
7.   PROPRIETARY MARKS                                      21
8.   CONFIDENTIAL MANUALS                                   26
9.   CONFIDENTIAL INFORMATION                               27
10.  ACCOUNTING AND RECORDS                                 28
11.  INSURANCE                                              30
12.  TRANSFER OF INTEREST                                   32
13.  DEFAULT AND TERMINATION                                42
14.  OBLIGATIONS UPON TERMINATION OR EXPIRATION             47
15.  COVENANTS                                              51
16.  TAXES                                                  55
17.  INDEPENDENT CONTRACTOR AND INDEMNIFICATION             57
18.  APPROVALS AND WAIVERS                                  58
19.  NOTICES                                                59
20.  ENTIRE AGREEMENT                                       60
21.  SEVERABILITY AND CONSTRUCTION                          61
22.  APPLICABLE LAW                                         62
23.  ARBITRATION                                            64
24.  ACKNOWLEDGMENTS                                        64

                                MOTO PHOTO, INC.
                            MASTER LICENSE AGREEMENT



     This Master License Agreement (the "Agreement") is made and entered into as
of December 31, 1998,  by and between MOTO  PHOTO, INC., a Delaware  corporation
("Franchisor"), and CANADIAN INDUSTRIAL  SERVICES, LTD., an Ontario  corporation
("Master Licensor").

     The Agreement is based on the following understandings:

     1.   Franchisor, as the result of the  expenditure of time, skill,  effort,
and money, has developed and owns a unique and distinctive system (the "System")
relating to the  establishment and operation  of photo  processing stores  which
feature quality fast  photo processing and  related imaging  services and  which
offer for sale photo-related products.

     2.   The distinguishing  characteristics  of the  System  include,  without
limitation, uniform and  distinctive methods for  selling and advertising  photo
processing and related imaging services; interior and exterior color and  design
schemes, furnishings, and other identifying characteristics; specifications  and
procedures  for   installation  of   equipment  and   fixtures;  standards   and
specifications for  inventory,  chemicals,  photographic  paper,  and  supplies;
customized  accounting  and   other  recordkeeping   procedures;  and   training
procedures relating to the use of photo processing equipment, customer  service,
and business management;  all of  which may  be changed,  improved, and  further
developed by Franchisor from time to time.

     3.   Franchisor identifies  the System  by means  of certain  trade  names,
service marks, trademarks, logos, emblems and  indicia of origin, including  but
not limited to the  marks "MOTOPHOTO" and "ONE  HOUR MOTOPHOTO" and design,  and
such other trade names, service marks, and trademarks as are now designated (and
<PAGE>

may hereafter be designated or substituted by Franchisor) for use in  connection
with the System (the "Proprietary Marks").

     4.   Franchisor continues  to develop,  use, and  control the  use of  such
Proprietary Marks in order to identify for the public the source of services and
products marketed the  Proprietary Marks and  the System, and  to represent  the
System's high standards of quality, appearance, and service.

     5.   Master Licensor has been acting as  Master Licensor for Franchisor  in
Ontario,  Canada  pursuant  to  a  Master  License  Agreement  and   Sub-License
Development Agreement  dated  as of  February  20,  1987 ("the  MLA").    Master
Licensor wishes  to  obtain the  right  to license  others  ("Sublicensees")  to
operate MotoPhotoSM stores (the "Stores" or "sublicensed businesses") under  the
System in other areas of Canada and to license additional stores in Ontario.

     6.   Master  Licensor  understands  and  acknowledges  the  importance   of
Franchisor's high and uniform standards of quality, service, and appearance, and
the necessity  of  ensuring the  maintenance  of  those high  standards  by  all
Sublicensees of Master Licensor.

     NOW, THEREFORE, the parties mutually agree as follows:

1.   GRANT

     1.01  Franchisor grants to Master  Licensor, upon the terms and  conditions
set forth  in  this  Agreement,  the  right to  grant  an  unlimited  number  of
sublicenses for  the  use in  Canada  ("the Designated  Area")  of  Franchisor's
Proprietary Marks and the System, as such may be changed, improved, and  amended
from time to time, and a license to use the Proprietary Marks and the System  in



connection with  such  sublicensing.    Franchisor  represents  that  the  marks
"MOTOPHOTO" and "ONE HOUR MOTOPHOTO" and design have been registered in  Canada.
Franchisor will take  all steps  necessary to  extend the  registration of  such
marks in Canada so long  as Master Licensor is  still actively working with  the
System pursuant to this Agreement.

     1.02  Except as otherwise provided in this Agreement, Franchisor shall  not
establish, nor  license  anyone other  than  Master Licensor  to  sublicense  or
establish, any Store under the System in the Designated Area during the term  of
this Agreement or any  renewal hereof. Prior  to the expiration  of the term  of
this Agreement, Franchisor retains the right  to acquire or otherwise  affiliate
entities which  own  stores, which  franchise  stores,  or which  both  own  and
franchise stores at any location, within or outside of the Designated Area,  and
which operate under proprietary marks other  than those used in connection  with
the System for the sale of the same, similar, or different services and products
("Non-System Stores") on any terms and conditions Franchisor may deem  advisable
and, except as provided in Section 1.03 hereof, without granting Master Licensor
any rights in  such entities  or such  Non-System Stores.   Notwithstanding  the
foregoing, Franchisor agrees that it shall not acquire nor solicit such entities
to sell their  Non-System Stores to  Franchisor or to  otherwise affiliate  with
Franchisor unless Master Licensor is in default under this Agreement.

     1.03  It is Franchisor's intent to assist Master Licensor in expanding  the
System in the Designated Area and to  that end Franchisor may elect to  purchase
and to convert  more Non-System  Stores to  Stores under  the System;  provided,
however, that  Franchisor may  purchase and  convert only  chains of  Non-System
Stores with eleven (11) or more stores.  If Franchisor desires to effect such  a
conversion prior  to  the expiration  of  the  term of  this  Agreement,  Master
Licensor shall have the right and option to purchase and convert all of the Non-
System Stores being acquired by Franchisor in the Designated Area and/or in  the
United States.  Master Licensor may exercise this right only if Master  Licensor
is in good standing under this Agreement at the time of exercise and only during
the first three (3) years following the date Franchisor acquires the  Non-System
Stores.

     Master Licensor shall exercise such right  by closing on such purchase  and
executing Franchisor's then-current form of franchise agreement (which shall not
require payment of any initial franchise fee) for each such store in the  United
States which Master Licensor is purchasing  and/or by establishing a  sublicense
arrangement as provided  in Section 3.03  of this Agreement  for any  Non-System
Store acquired in the Designated Area.

     The purchase price to be paid by Master Licensor for the Non-System  Stores
shall be the greater of (a) 3.5 times the pre-debt cash flow for the  Non-System
Stores which Master Licensor  is purchasing and (b)  the cash equivalent of  the
acquisition costs,  the  consideration paid  by  Franchisor for  the  Non-System
Stores (or, if Master  Licensor is purchasing fewer  than all of the  Non-System
Stores  purchased   by  Franchisor,   the   cash  equivalent   of   Franchisor's
proportionate per store cost), and any new investment Franchisor has made in the
Non-System Store(s)  Master Licensor  is  purchasing.   In  the event  that  the
parties cannot agree on the cash  equivalent for the Non-System Stores within  a
reasonable time, an independent appraiser shall be designated by each party, and
the  two  (2)  independent  appraisers  so  designated  shall  select  a   third
independent appraiser.  The determination of the cash equivalent by the majority
of appraisers so chosen shall be binding.  Franchisor and Master Licensor  shall
bear the costs of the appraisal on an equal basis.

     Franchisor shall have  no right  to add stores  to the  chain(s) of  stores
acquired and converted by Franchisor as provided in this Agreement.

     1.04  Master Licensor may establish a  Store or Stores only as provided  in
Section 3.03 of this Agreement.

2.   TERM AND RENEWAL

     2.01  Except as otherwise provided, the term of this Agreement shall be for
ten (10) years from the date of its execution.

     2.02   Master  Licensor  may,  at its  option,  renew  this  Agreement  for
additional terms of ten years each, provided  that at the end of the  applicable
term:

          2.02.1  Master Licensor  has given Franchisor  written notice of  such
election to renew not less than nine (9) months nor more than twelve (12) months
prior to the end of the initial term.

          2.02.2  Master  Licensor is  not in  material breach  of any  material
provision  of  this  Agreement,  any  amendment  hereof  or  successor  to  this
Agreement, or any  other agreement between  Master Licensor  and Franchisor,  or
Franchisor's subsidiaries or affiliates, and has substantially complied with all
of the terms and conditions of such agreements during their terms.

          2.02.3  Master Licensor has satisfied all monetary obligations owed by
Master Licensor to Franchisor and its subsidiaries and affiliates and has timely
met these obligations throughout the term of this Agreement.

          2.02.4   Master  Licensor shall  execute  upon renewal  a  new  Master
License Agreement for the renewal term as set out in Section 2.02 and such other
ancillary agreements as Franchisor may require, which agreements shall supersede
this Agreement in all respects, and the terms of which may differ from the terms
of this Agreement; provided, however, that the Designated Area shall remain  the
same, the percentage of royalty, transfer, renewal, and sublicense fees  payable
by Master Licensor to Franchisor shall remain the same, and that Master Licensor
shall pay a renewal fee of Five Thousand United States Dollars (US $5,000).

          2.02.5  Master  Licensor shall execute  a general release,  in a  form
prescribed by  Franchisor, of  any and  all claims  against Franchisor  and  its
subsidiaries and affiliates, and  their respective officers, directors,  agents,
and employees.

          2.02.6  Master  Licensor shall comply  with Franchisor's  then-current
qualification and training requirements.

          2.02.7  Franchisor is still seeking  to sell franchises in the  United
States.

3.   SUBLICENSE AGREEMENTS




     3.01   Master  Licensor shall  grant  the right  to  operate a  Store  only
pursuant to  a  sublicense agreement  in  a  form approved  by  Franchisor  (the
"Sublicense Agreement" or  "Sublicense Agreements"), to  which the  Sublicensee,
Master Licensor, and Franchisor shall be parties.

     3.02  Master Licensor shall make no material modification to any Sublicense
Agreement without Franchisor's prior consent, except that Master Licensor shall,
in its sole discretion, determine the initial sublicense fee and the  continuing
royalty fee to be  paid pursuant to  the Sublicense Agreements,  as well as  the
transfer and renewal fees, if any, to be paid.  No Sublicense Agreement shall be
for more than one Store.

     3.03  This Agreement does not grant Master Licensor the right to operate  a
Store or Stores in the Designated Area; however, nothing in this Agreement shall
be deemed to prohibit Master Licensor from executing a Sublicense Agreement with
an entity in which Master Licensor has an interest, for a Store to be located in
the Designated Area.  In any  such case, the Sublicense Agreement shall  provide
that Franchisor shall have a right of first refusal in the event that any person
or entity owning a controlling  interest in such entity,  in the assets of  such
entity, or in such Sublicense Agreement wishes to sell such interest.

4.   FEES

     4.01    Master  Licensor  shall  pay  Franchisor,  subject  to   prevailing
withholding taxes or other taxes, the following:

          4.01.1  A master  license fee of One  Hundred Fifty Thousand  Canadian
Dollars ($150,000.00).  The master license fee  shall be paid by execution of  a
promissory note substantially in the form attached to this Agreement as  Exhibit
A.  Upon payment of any portion of  the master license fee under the  promissory
note,  such  portion  shall  be   deemed  fully-earned  and  non-refundable   in
consideration for the administrative and  other expenses incurred by  Franchisor
in granting this license and for the development opportunities lost or  deferred
by Franchisor  as  a  result  of  the right  granted  Master  Licensor  in  this
Agreement.

          4.01.2   For  each  Sublicense Agreement  executed  pursuant  to  this
Agreement, a sublicense fee equal to sixteen and one-half percent (16.5%) of the
sublicense or  franchise  fee  paid to  Master  Licensor  pursuant  to  executed
Sublicense Agreements.

          4.01.3  A continuing royalty fee during the term of this Agreement  in
an amount equal to twenty-five percent (25%)  of the royalty fee paid to  Master
Licensor by Sublicensees.

          4.01.4  A fee in the amount of sixteen and one-half percent (16.5%) of
each renewal fee and/or transfer fee, if any, paid by any Sublicensee.

          4.01.5  In the  event that any payment(s)  which Master Licensor  must
make to Franchisor  pursuant to this  Agreement cannot be  delivered in  Dayton,
Ohio, Master  Licensor shall  deposit such  payment(s) in  Canada as  Franchisor
shall direct.

     4.02  Master Licensor shall collect renewal fees, transfer fees, sublicense
fees, and continuing  royalty fees owed  pursuant to  the Sublicense  Agreements
between Master Licensor and  Sublicensees within the  Designated Area and  shall
provide Franchisor with a monthly report  by the last day  of each month on  the
amounts collected  during  the preceding  month,  along with  the  payments  due
Franchisor from such amounts.  Master Licensor shall have sole discretion as  to
the terms and conditions of collections  from Sublicensees, including the  right
to defer or refund sublicense, renewal, transfer, and royalty fees.  In no event
shall any such deferred payments become payable to Franchisor by Master Licensor
until, and unless, such fees  are paid to Master  Licensor by Sublicensees.   If
Master Licensor  finances any  portion or  all of  the sublicense,  renewal,  or
transfer fee for  a Sublicensee, Master  Licensor shall pay  to Franchisor  when
received, in accordance with this Section 4.02, Franchisor's proportionate share
of the  principal and  interest paid  by the  Sublicensee.   If Master  Licensor
refunds amounts collected, Master Licensor shall  have the right to deduct  from
any payments  due Franchisor  Franchisor's portion  of any  amount so  refunded.
Master Licensor shall have  no liability to Franchisor  for payments under  this
Section 4.02 with respect  to any payment which  a Sublicensee, for any  reason,
fails to pay to Master Licensor.

     Notwithstanding the foregoing, Master Licensor shall have no right to defer
or refund sublicense, renewal, transfer, and/or royalty fees payable pursuant to
a Sublicense Agreement  executed by an  entity in which  Master Licensor has  an
interest.   Payment  of such  fees  shall be  made  to Franchisor  at  the  time
specified in this Agreement for payment  of royalties, regardless of  collection
from the Sublicensee.

     4.03  All payments  shall be made together  with any reports or  statements
required under  Section 10.02  of this  Agreement.   Any payment  or report  not
actually received by Franchisor on or  before such date shall be deemed  overdue
if not postmarked at least five (5) days before the due date.  If any payment is
overdue, Master  Licensor  shall pay  Franchisor,  in addition  to  the  overdue
amount, interest on  such amount  from the date  it was  due until  paid at  the
equivalent of two percent  (2%) per month  calculated on a  daily basis, or  the
maximum rate permitted by law, whichever is less.  Entitlement to such  interest
shall be in addition to any other remedies Franchisor may have.

     4.04  As used  in this Agreement, "gross  sales" shall include all  revenue
received by Sublicensees from the sale (including retail and wholesale sales) of
all services and products,  and all other  income of every  kind related to  the
sublicensed businesses, whether for cash or credit, less any discounts given  or
sales tax  or Value  Added Tax  or equivalent  tax collected  from customers  by
Sublicensees for transmittal to the appropriate taxing authority.

     4.05  As further consideration for the license granted by Franchisor,  upon
execution of this Agreement Master Licensor shall grant to Franchisor an option,
exercisable the first  time Master Licensor  makes a public  offering of  equity
securities and/or securities convertible into equity securities, to purchase  up
to twenty percent (20%) of such securities at a price equal to the selling price
for each issue  less a  twenty percent  (20%) discount  ("the Exercise  Price");
provided, however, that the Exercise Price shall  not be less than the net  book
value calculated immediately prior to the offering/placement.  The foregoing  is
subject to compliance with prevailing Canadian and provincial securities laws.


5.   RIGHTS AND OBLIGATIONS OF FRANCHISOR

     In  addition  to  any  other  rights  and  obligations  specified  in  this
Agreement, Franchisor shall have the following rights and obligations:

     5.01    Franchisor  shall  provide   initial  training  at  its   corporate
headquarters for managers of Stores operated  by Sublicensees in the  Designated
Area, subject  to  the  terms set  forth  in  Section 6.07  of  this  Agreement.
Franchisor shall not be obligated to  provide initial training to more than  two
persons per Store.

     5.02  Franchisor has made available  at no charge to Master Licensor  plans
and specifications for the construction of the first Store opened pursuant to  a
Sublicense Agreement  and  for the  exterior  and interior  design  and  layout,
fixtures, furnishings  and signs.    At its  own  expense, Master  Licensor  may
reproduce and  distribute  such  plans and  specifications,  all  of  which  are
Franchisor's property, to  its Sublicensees in  connection with its  performance
under the Sublicense  Agreements.   If Franchisor  shall change  such plans  and
specifications, Franchisor shall make the new plans and specifications available
at no charge to Master Licensor.

     5.03  Franchisor has provided  on loan to Master  Licensor one (1) copy  of
its Confidential  Operations Manual  and associated  manuals (collectively,  the
"Manuals"), other operating systems, information systems, training programs, and
other materials which  Franchisor may  develop for  use in  connection with  the
System and which it deems relevant.  Franchisor shall provide revisions of  such
materials as it deems appropriate.  Franchisor shall charge Master Licensor only
for such materials as Franchisor normally charges its franchisees.

     5.04  Franchisor shall  provide to Master Licensor  copies of all  relevant
materials provided  to  Franchisor's  franchisees,  area  developers,  franchise
consultants, and  shareholders.    Master  Licensor  shall  have  the  right  to
reproduce such materials at Master Licensor's expense and distribute them to its
Sublicensees, as Master  Licensor deems advisable;  provided, however, that  all
such materials shall  be marked  as the property  of Franchisor,  shall be  made
available to Sublicensees on loan only, and shall be distributed to Sublicensees
only subject to the confidentiality provisions of the Sublicense Agreements.

     5.05   Franchisor  shall  make  available from  time  to  time,  at  Master
Licensor's expense,  promotional materials  for advertising  by Master  Licensor
and/or its Sublicensees and shall have  the right to review all advertising  and
promotional material which Master Licensor proposes to use or to furnish to  its
Sublicensees for their use.   Franchisor shall charge  Master Licensor only  for
such materials as Franchisor normally charges its franchisees.

     5.06    Franchisor's  executives  and/or  operational  managers  shall   be
available to  visit  and consult  with  Master Licensor's  executives  at  their
reasonable  request.     At  its  own   expense,  Franchisor   shall  send   one
executive/operational manager to Master  Licensor's business premises in  Canada
once each year to assist in planning.  Master Licensor shall pay any  reasonable
travel expenses associated with such visits.   There shall be no charge for  the
time of Franchisor's corporate  executives.  Franchisor's corporate  executives/
managers shall also be available for consultation by telephone.

     5.07  Franchisor shall invite Master  Licensor's officers and directors  to
participate in  Franchisor's national  advisory  group, to  attend  Franchisor's
franchisee convention,  and  to  attend the  appropriate  regional  meetings  of
Franchisor's area developers and/or franchise consultants.  Master Licensor, its
directors, and/or its employees  shall be responsible for  any and all  expenses
incurred by  them  in connection  with  attending any  such  events,  including,
without limitation, the cost of transportation, lodging, meals, and wages.

     5.08  Franchisor  shall provide such  additional training  and programs  as
Franchisor shall  deem advisable.  Master Licensor  or  its employees  shall  be
responsible for  any  and all  expenses  incurred  by them  in  connection  with
attending  any  such  events,  including,   without  limitation,  the  cost   of
transportation, lodging, meals, and wages.

     5.09    Franchisor  shall,  where  possible,  assist  Master  Licensor   in
negotiating with suppliers for equipment, paper, chemicals, and merchandise.

     5.10  Franchisor shall  continue its efforts to  maintain the standards  of
quality, professionalism,  and service  of  the System  and,  to that  end,  may
conduct inspections of any  business premises operated  under this Agreement  by
Master Licensor and monitor Master  Licensor's performance under the  Sublicense
Agreements with Sublicensees.  Such monitoring may include, without  limitation,
contacting  Sublicensees,  visiting  Store  premises,  and  monitoring  training
programs conducted by Master Licensor's personnel.

     5.11  All of the obligations of Franchisor arising under this Agreement are
to Master Licensor.  No other party is  entitled to rely on, enforce, or  obtain
relief from any breach of such obligations either directly or by subrogation.

6.   RIGHTS AND OBLIGATIONS OF MASTER LICENSOR

     Master Licensor  understands and  acknowledges  that strict  conformity  to
System standards of the  business contemplated under this  Agreement and of  the
sublicensed businesses  is  important  to Master  Licensor,  Franchisor,  System
franchisees and Sublicensees in order to  develop and maintain high and  uniform
operating  standards,  to  increase  the  demand  for  System  franchisees   and
Sublicensees, and  the  demand  for services  sold  by  System  franchisees  and
Sublicensees, and to protect Franchisor's reputation and the goodwill associated
with the Proprietary Marks and the System.  In addition to any other rights  and
obligations  specified  in  this  Agreement,  Master  Licensor  shall  have  the
following rights and obligations:

     6.01  Master Licensor shall comply with all terms and conditions set  forth
in this Agreement and in any and all Sublicense Agreements executed pursuant  to
this  Agreement  and  shall  fully  enforce  all  material  provisions  of  such
Sublicense Agreements.

     6.02  During  the term  of this  Agreement, Master  Licensor shall  promote
diligently  the  sublicensing   of  Stores  throughout   the  Designated   Area,
recognizing that rapid market penetration by Stores is crucial to the success of
the System in the Designated Area.

     6.03   Master  Licensor  understands and  acknowledges  the  importance  of
selecting only highly-qualified Sublicensees and the importance of ensuring that
all of  Master  Licensor's Sublicensees  produce  quality photo  processing  and
related imaging services, achieve maximum sales levels, make maximum efforts  to
control costs, and fully conform to Franchisor's policies and procedures as  set
forth in Franchisor's Manuals.

     6.04  Before executing a Sublicense Agreement, Master Licensor shall obtain
Franchisor's written approval of any material  changes to such agreement.   Upon
execution of  any Sublicense  Agreement by  Master  Licensor and  a  prospective
Sublicensee, Master Licensor shall send to Franchisor two executed copies of the
Sublicense Agreement,  together with  a check  for Franchisor's  portion of  the
initial sublicense  fee.    Franchisor shall  promptly  execute  the  Sublicense
Agreements and return one executed copy to Master Licensor.

     6.05   Master Licensor  shall cooperate  with Franchisor  in preparing  and
filing with the  appropriate authorities  any  filings  required by  law and  in
obtaining any necessary governmental approvals.

     6.06  Within thirty (30) days  after execution of this Agreement, at  least
two (2), and up to  four (4), as Franchisor  shall direct, of Master  Licensor's
managers and\or corporate executives shall  attend and complete to  Franchisor's
satisfaction  initial   training   at   Franchisor's   corporate   headquarters.
Franchisor shall provide  instructors and  training materials  for all  required
training programs, and Master Licensor or its employees shall be responsible for
any and all  other expenses  incurred by them  in connection  with any  training
programs, including, without  limitation, the cost  of transportation,  lodging,
meals, and wages.

     6.07   Master Licensor  shall pay  to Franchisor  a training  fee of  Three
Hundred Canadian Dollars ($300.00) per Store for Franchisor's providing  initial
training at Franchisor's corporate headquarters pursuant to Section 5.01 of this
Agreement, provided, however, that Franchisor shall not be obligated to  provide
initial training  to more  than two  (2) persons  per Store.   Franchisor  shall
provide instructors and training materials  for all required training  programs,
and the Sublicensee or its employees shall be responsible for any and all  other
expenses incurred by them in connection  with any training programs,  including,
without limitation, the cost of transportation, lodging, meals, and wages.

     6.08  In dealing with prospective and actual Sublicensees, Master  Licensor
shall:

          6.08.1   Comply at  all times  with all  applicable laws,  rules,  and
regulations  affecting   or  governing   commercial  transactions   and/or   the
advertising, promotion,  and  sale  of  franchises  or  business  opportunities,
including, without limitation, those  relating to registration, disclosure,  and
unfair practices.

          6.08.2  Comply at all times with Franchisor's standards and procedures
as prescribed in this Agreement, the Manuals, or otherwise in writing.

          6.08.3   Use only  materials provided  by, or  previously approved  in
writing by, Franchisor  in sales presentations  to prospective Sublicensees  and
make no misrepresentations  about Franchisor, Master  Licensor, the  Sublicensed
Businesses, or representations in conflict with the terms and conditions of  the
Sublicense Agreement, the Confidential Operating Manual for Sublicensees, and/or
other related documents.

     6.09   Master Licensor  shall approve  as  suppliers of  equipment,  paper,
chemicals and merchandise to Sublicensees  only those suppliers who  demonstrate
to the  continuing reasonable  satisfaction of  Franchisor the  ability to  meet
Franchisor's reasonable standards and specifications for such items, who possess
adequate quality  controls  and  capacity  to  supply  the  Sublicensees'  needs
promptly and reliably, and who have  been approved in writing by Franchisor  and
not thereafter disapproved.   If  Master Licensor  desires to  recommend to  its
Sublicensees any supplier which  has not been approved  by Franchisor, it  shall
submit to Franchisor a written request for such approval or request the supplier
itself to  do  so.    Franchisor  shall have  the  right  to  require  that  its
representatives be  permitted  to inspect  the  supplier's facilities  and  that
samples from  the  supplier be  delivered,  at Franchisor's  option,  either  to
Franchisor or to an independent testing laboratory designated by Franchisor  for
testing.  A charge not to exceed  the reasonable costs of inspection and  actual
costs of the test shall be paid by Master Licensor or the supplier.   Franchisor
reserves the right, at its option,  to reinspect the facilities and products  of
such approved supplier and to revoke its approval upon the supplier's failure to
continue to meet  any of Franchisor's  criteria.  In  taking action pursuant  to
this Section 6.09,  Franchisor shall  act in  a reasonable  manner, taking  into
consideration Master  Licensor's competitive  circumstances; provided,  however,
that  Franchisor  may  exclude  any  type  or  category  of  merchandise   which
Franchisor,  in  its  sole  discretion,  determines  is  unsuitable  for  System
franchisees to offer.

     6.10   On a  quarterly basis,  or more  frequently as  it deems  advisable,
Master Licensor shall perform  reviews of the Stores  in accordance with  System
requirements and  shall promptly  send a  copy of  each store  review report  to
Franchisor.

     6.11  Master Licensor shall have the  right to send a reasonable number  of
potential Sublicensees to visit Franchisor. Master Licensor shall pay all travel
expenses associated with such visits;  Franchisor shall pay certain  hospitality
expenses of such visitors  and shall make its  employees available to meet  with
such visitors at no cost to Master Licensor.

     6.12  Master Licensor  shall employ  sufficient numbers  and categories  of
employees necessary to fulfill  its obligations under  this Agreement and  under
the Sublicense Agreements to  be executed pursuant to  this Agreement and  shall
assure that  all of  its employees  maintain the  highest quality  standards  of
professionalism and  integrity.   Master  Licensor  shall screen  carefully  all
employees prior to employment  and shall employ only  those who have  sufficient
education and previous  work experience to  perform competently and  who have  a
good moral character and reputation.

     6.13  If Master Licensor is a corporation, the following requirements shall
also apply to Master Licensor:

          6.13.1  Master Licensor shall promptly furnish to Franchisor copies of
Master  Licensor's  Articles  of  Incorporation,  Bylaws,  and  other  governing
documents, and any amendments to such documents, including the resolution of the
Board of Directors authorizing entry into this Agreement.

          6.13.2   Master  Licensor  shall  maintain  instructions  against  the
transfer on its records of any equity securities; and each stock certificate  of
Master Licensor shall have conspicuously endorsed upon its face a statement in a
form satisfactory to  Franchisor that it  is held subject  to, and that  further
assignment or  transfer of  it  is subject  to,  all restrictions  imposed  upon
assignments by this Agreement; provided, however, that the requirements of  this
Section 6.13.2 shall not apply to  a publicly-held corporation, as such term  is
defined in Section 12.02.3 of this Agreement.

          6.13.3  Master Licensor shall maintain a current list of all owners of
record and all  beneficial owners of  any class of  voting securities of  Master
Licensor and shall furnish the list to Franchisor upon request.

          6.13.4    All  shareholders  of  Master  Licensor  shall  jointly  and
severally guarantee Master Licensor's performance under this Agreement and shall
bind themselves to  the terms  of this  Agreement; provided,  however, that  the
requirements  of  this  Section  6.13.4  shall  not  apply  to  a  publicly-held
corporation as defined in Section 12.02.3 of this Agreement and provided further
that Franchisor may exempt  certain individuals or  classes of individuals  from
such requirement.  So long as  Canadian Industrial Services Ltd. guarantees  the
obligations of  Master Licensor  under this  Agreement, Franchisor  specifically
exempts all  shareholders  of Master  Licensor  from the  requirements  of  this
Section 6.13.4.

     6.14  If Master Licensor is a partnership, the following requirements shall
also apply to Master Licensor:

          6.14.1  Master Licensor shall furnish Franchisor with its  partnership
agreement as well as such other documents as Franchisor may reasonably  request,
and any amendments to such documents.

          6.14.2  Master Licensor shall prepare and furnish to Franchisor,  upon
request, a list of all general and limited partners in Master Licensor.

7.   PROPRIETARY MARKS

     7.01  Franchisor represents with respect to the Proprietary Marks that:

          7.01.1  Franchisor is the owner  of all right, title, and interest  in
and to the Proprietary Marks.

          7.01.2   Franchisor  has taken  and  will take  all  steps  reasonably
necessary to  preserve and  protect the  ownership and  validity in  and to  the
Proprietary Marks.

          7.01.3    Franchisor   will  use  and   permit  Master  Licensor   and
Franchisor's franchisees to use  the Proprietary Marks  only in accordance  with
the System and the  standards and specifications attendant  to the System  which
underlie the goodwill associated with and symbolized by the Proprietary Marks.

7.02  With respect  to Master Licensor's licensed  use of the Proprietary  Marks
pursuant to this Agreement, Master Licensor agrees that:

          7.02.1    Master  Licensor  shall  use  only  the  Proprietary   Marks
designated by Franchisor.

          7.02.2  Master Licensor shall use the Proprietary Marks without prefix
or suffix  and  only in  the  manner  authorized and  permitted  by  Franchisor.
Franchisor  recognizes  that  Canadian  law  may  require  translation  of   the
Proprietary Marks into French in connection with certain uses of the Proprietary
Marks.   Franchisor expressly  permits  Master Licensor  to  make and  use  such
translations,  provided,  however,  that  Master  Licensor  first  provides   to
Franchisor the usage in  French and a translation  of such usage into  idiomatic
English.

          7.02.3  Master Licensor shall use  the Proprietary Marks only for  the
operation of the business licensed under this Agreement and shall sublicense the
use of the Proprietary Marks only pursuant to Sublicense Agreements as  provided
in this  Agreement and  only in  relation  to services  in accordance  with  the
standards set by Franchisor from time to time.

          7.02.4  During  the term  of this Agreement  and any  renewal of  this
Agreement, Master Licensor  shall identify itself  as a Registered  User of  the
Proprietary Marks and as the owner of the business operated under this Agreement
in conjunction with any use of the Proprietary Marks, including, but not limited
to, on advertisements  and promotional pieces,  as well as  at such  conspicuous
locations at the offices used for the operation of Master Licensor's business as
Franchisor shall designate in writing.  The identification shall be in the  form
which specifies Master Licensor's name, followed by the term "Master Licensor of
MotoPhotoSM," or such other identification Franchisor shall approve.

          7.02.5   Master  Licensor's right  to  use the  Proprietary  Marks  is
limited  to  such  uses  as  are  authorized  under  this  Agreement,  and   any
unauthorized use  thereof  shall  constitute  an  infringement  of  Franchisor's
rights.

          7.02.6  Master Licensor shall not  use the Proprietary Marks to  incur
any obligation or indebtedness on behalf of Franchisor.

          7.02.7  Master Licensor shall not use the Proprietary Marks as part of
its corporate or other legal name.

          7.02.8  Master Licensor shall comply with Franchisor's instructions in
filing and maintaining trade name or fictitious name registrations, if any,  and
shall execute any  documents deemed necessary  by Franchisor or  its counsel  to
obtain protection  for the  Proprietary Marks  or  to maintain  their  continued
validity and enforceability.

          7.02.9  If litigation involving the Proprietary Marks is instituted or
threatened against Master Licensor  or, to Master  Licensor's knowledge, any  of
its Sublicensees, Master  Licensor shall  promptly notify  Franchisor and  shall
cooperate fully in defending  or settling such litigation.   If such  litigation
arises from Master Licensor's use of the Proprietary Marks in strict  accordance
with Franchisor's instructions, Franchisor shall indemnify Master Licensor  from
all damages, costs and expenses arising from such litigation.

     7.03  Master Licensor expressly understands and acknowledges that:

          7.03.1  As between the parties  to this Agreement, Franchisor has  the
exclusive right and interest  in and to the  Proprietary Marks and the  goodwill
associated with and symbolized by them.

          7.03.2  The Proprietary Marks serve  to identify the System and  those
who are franchised or sublicensed under the System.

          7.03.3  Master Licensor shall not  directly or indirectly contest  the
validity or Franchisor's ownership of the Proprietary Marks.

          7.03.4  Master  Licensor's use of  the Proprietary  Marks pursuant  to
this Agreement does  not give Master  Licensor any ownership  interest or  other
interest in or  to the  Proprietary Marks, except  the license  granted in  this
Agreement.

          7.03.5  Any and all goodwill arising from Master Licensor's use of the
Proprietary Marks in  its licensed operation  under this  Agreement shall  inure
solely  and  exclusively  to  Franchisor's  benefit,  and  upon  expiration   or
termination of this  Agreement and  the license  in this  Agreement granted,  no
monetary amount shall  be assigned as  attributable to  any goodwill  associated
with Master Licensor's use of the Proprietary Marks.

          7.03.6  The right and license  of the Proprietary Marks granted  under
this Agreement to Master Licensor is nonexclusive except as provided in  Section
1 of  this Agreement,  and Franchisor  thus  has and  retains the  rights  among
others:

               7.03.6.1    Except  in  the  Designated  Area  unless   otherwise
permitted by this Agreement, to grant other licenses for the Proprietary  Marks,
in addition  to those  licenses already  granted  to existing  area  developers,
master licensors, and franchisees;

               7.03.6.2  To use the Proprietary Marks in connection with selling
products and services;

               7.03.6.3  To develop and establish other systems and programs for
the same or similar Proprietary Marks, or any other Proprietary Marks, and grant
licenses or franchises to such Proprietary Marks without providing any rights in
such licenses or franchises to Master Licensor.

               7.03.6.4  Franchisor agrees that, should it develop and establish
franchise systems  for different  products and  services under  the  Proprietary
Marks or for similar  products and services  under other trademarks,  Franchisor
will give Master  Licensor the opportunity  to act as  master licensor for  such
system in the Designated Area if Master Licensor is then in compliance with, and
throughout the term of this Agreement  has been in substantial compliance  with,
the material terms of this Agreement.

     7.04  Franchisor shall have the right to substitute other Proprietary Marks
for use by  its franchisees and/or  by Master Licensor  and its Sublicensees  if
Franchisor, in its sole discretion,  believes it to be  in the best interest  of
the System.

8.   CONFIDENTIAL MANUALS

     8.01  In order to protect the reputation and goodwill of Franchisor and  to
maintain uniform  standards of  operation under  the Proprietary  Marks,  Master
Licensor shall conduct its business in accordance with the Manuals, one (1) copy
of each  of which  Master Licensor  acknowledges having  received on  loan  from
Franchisor for the term of this Agreement.

     8.02   Master Licensor  shall at  all times  treat the  Manuals, any  other
manuals created for or  approved for use in  the operation of Master  Licensor's
business or the  sublicensed businesses, and  the information  contained in  any
such manuals as confidential  and shall use all  reasonable efforts to  maintain
such information as secret and confidential.   Master Licensor shall not at  any
time copy, duplicate, record, or otherwise reproduce the foregoing materials, in
whole or in  part, nor  otherwise make the  same available  to any  unauthorized
person.   Notwithstanding  the  foregoing,  Master  Licensor  is  authorized  to
reproduce at Master  Licensor's costs  the Manuals  and any  manuals created  or
approved for use in the operation  of the sublicensed businesses and  distribute
one copy, on loan, to each Sublicensee upon execution of a Sublicense Agreement.

     8.03  The Manuals, any other manuals created for or approved for use in the
operation of  Master Licensor's business and/or the sublicensed businesses,  and
all copies of  such manuals,  shall at  all times  remain the  sole property  of
Franchisor.

     8.04  Franchisor may from time to  time revise the contents of the  Manuals
and Master  Licensor  expressly  agrees  to comply  with  and  furnish  to  each
Sublicensee each  new or  changed standard.   The  cost of  printing any  single
change to any outstanding  version of any manual  shall not exceed Five  Hundred
Canadian Dollars ($500.00), provided, however, that Franchisor may from time  to
time, but not more often than every three (3) years, issue a new version of  the
Manuals which incorporates all previous changes and that there shall be no limit
on the cost of reproducing such new version.

     8.05   Master Licensor  shall at  all  times maintain  the Manuals  at  its
business premises and insure that the  Manuals are kept current and  up-to-date.
In the event of any dispute as to the contents of the Manuals, the terms of  the
master copy of the Manuals maintained by Franchisor at Franchisor's home  office
shall be controlling.

9.   CONFIDENTIAL INFORMATION

          9.01  Master Licensor shall not, during the term of this Agreement  or
thereafter, communicate, divulge, or  use for the benefit  of any other  person,
persons, partnership, association, or corporation (other than, pursuant to  this
Agreement and to  any Sublicense  Agreement, to  Sublicensees) any  confidential
information, knowledge, or know-how concerning the  methods of operation of  the
System which may be communicated to Master Licensor, or of which Master Licensor
may be apprised,  by virtue of  Master Licensor's operation  under the terms  of
this Agreement. Master Licensor shall divulge such confidential information only
to its Sublicensees and to such  of its employees as must  have access to it  in
order to operate the business licensed under this
Agreement and who have signed a confidentiality agreement in a form approved  by
Franchisor.  Disclosure of such  confidential information to Sublicensees  shall
be made solely pursuant to and strictly in accordance with the provisions of the
Sublicense Agreements.    Any  and all  information,  knowledge,  know-how,  and
techniques  which  Franchisor  designates   as  confidential  shall  be   deemed
confidential for purposes  of this  Agreement, except  information which  Master
Licensor can  demonstrate came  to  its attention  prior  to its  disclosure  by
Franchisor or which, at or after the time of disclosure by Franchisor to  Master
Licensor, had  become  or  becomes  publicly known  by  way  of  publication  or
communication by others.

10.  ACCOUNTING AND RECORDS

     10.01  Master Licensor shall maintain during the term of this Agreement and
shall preserve for at least five (5) years from the dates of their  preparation,
full, complete, and  accurate books, records,  and accounts  in accordance  with
generally accepted accounting principles and in  the form and manner  prescribed
by Franchisor from time to time in the Manuals or otherwise in writing.

     10.02   Master  Licensor shall  submit  to Franchisor,  with  each  royalty
payment to Franchisor during the  term of this Agreement,  a report in the  form
prescribed by Franchisor, accurately reflecting all gross sales by  Sublicensees
during the period since the  last report and such  other data or information  as
Franchisor may require.

     10.03  Master Licensor shall, at its expense, prepare a balance sheet and a
profit and  loss statement,  in accordance  with generally  accepted  accounting
principles, each quarter of Master Licensor's fiscal year.  Such statement shall
be provided to  Franchisor, in a  form prescribed by  Franchisor, within  thirty
(30) days from the end of  each quarter and shall  be signed by Master  Licensor
attesting that it is true and correct.

     10.04   Master Licensor  shall, at  its expense,  provide to  Franchisor  a
profit and  loss  statement,  a  balance sheet,  and  statement  of  changes  in
financial position  prepared in  accordance with  generally accepted  accounting
principles, within sixty  (60) days after  the end of  each fiscal  year of  the
licensed business during the term hereof,  showing the results of operations  of
the licensed business during such fiscal  year.  Such statement shall be  signed
by Master Licensor attesting that it is true and correct.

     10.05  Master  Licensor shall  provide to  Franchisor on  a monthly  basis,
together with its royalty report, a report listing the following information for
the preceding  month:    new  Sublicense  Agreements  which  have  been  signed,
including the name of the Sublicensee and the date of the Sublicense  Agreement;
stores opened, including the Store address and the date the Store opened;  Store
relocations; and all transferred, renewed and terminated Sublicense  Agreements,
showing the date of the action taken, the  new Sublicensee, if any, and, in  the
case of termination of the Sublicense Agreement, the reason for termination.

     10.06   Master Licensor  shall also  submit to  Franchisor, for  review  or
auditing,  such  other  forms,  reports,  records,  information,  and  data   as
Franchisor may reasonably  designate, in the  form and at  the times and  places
reasonably required by Franchisor,  upon request and as  specified from time  to
time in the Manuals or otherwise in writing.

     10.07  Franchisor  or its  designated agents shall  have the  right at  all
reasonable times  to  examine and  copy,  at Franchisor's  expense,  the  books,
records, and tax  returns of Master  Licensor.  Franchisor  shall also have  the
right, at any time,  to have an independent  audit made of  the books of  Master
Licensor.    If  an  inspection  should  reveal  that  any  payments  have  been
understated in any report to Franchisor, then Master Licensor shall  immediately
upon demand pay Franchisor the amount understated, in addition to interest  from
the date  such  amount  was due  until  paid,  at two  percent  (2%)  per  month
calculated on a daily basis, or the maximum rate permitted by law, whichever  is
less.  If an inspection discloses an understatement in any report of two percent
(2%) or more, Master Licensor shall,  in addition, reimburse Franchisor for  any
and all costs  and expenses connected  with the  inspection (including,  without
limitation, reasonable accounting and attorneys' fees).  The foregoing  remedies
shall be in addition to any other remedies Franchisor may have.

11.  INSURANCE

     11.01   Before  commencing  any operations  under  this  Agreement,  Master
Licensor shall procure, at Master Licensor's expense, and maintain in full force
and effect during  the term of  this Agreement an  insurance policy or  policies
protecting Master  Licensor  and  Franchisor,  and  their  officers,  directors,
partners, and employees,  against any loss,  liability, personal injury,  death,
property  damage,  or  expense  whatsoever  arising  or  occurring  upon  or  in
connection with  Master Licensor's  business, as  well as  such other  insurance
applicable to such  other special risks,  if any, as  Franchisor may  reasonably
require for its own and Master Licensor's protection.

     11.02  Such  policy or policies  shall be written  by an insurance  company
satisfactory to Franchisor in accordance  with standards and specifications  set
forth in writing by Franchisor and shall include, at a minimum, the following:

          11.02.1  Comprehensive general  liability insurance, including  errors
and omissions,  personal  liability and  property  damage coverage  with  limits
equivalent to not  less than One  Million United State  Dollars (US  $1,000,000)
combined single limit, and automobile liability coverage for both owned and non-
owned vehicles in an  amount equivalent to Five  Hundred Thousand United  States
Dollars (US  $500,000)  combined  single limit,  and  naming  Franchisor  as  an
additional insured in each such policy or policies.

          11.02.2  Worker's compensation and employer's liability insurance,  as
well as  such other  insurance as  may be  required by  statute or  rule of  the
province or  nation in  which  the business  licensed  under this  Agreement  is
located and operated.

          11.02.3  Fire, vandalism, and extended coverage insurance with primary
and excess limited of not less than  the full replacement value of the  business
premises operated by Master Licensor and any equipment, furniture, and  fixtures
within such premises.

     11.03  Master Licensor's  obligation to obtain  and maintain the  foregoing
policy or policies in the amounts specified shall  not be limited in any way  by
reason of any insurance which may be maintained by Franchisor, nor shall  Master
Licensor's performance  of that  obligation relieve  it of  liability under  the
indemnity provisions set forth in Section 17.03 of this Agreement.

     11.04  Upon  obtaining the insurance  required for this  Agreement, and  on
each policy date thereafter, Master Licensor  shall promptly submit evidence  of
satisfactory insurance and proof  of payment for  such insurance to  Franchisor,
together with, upon request, copies of all policies and policy amendments.   The
evidence of insurance shall include a  statement by the insurer that the  policy
or policies will not be cancelled or materially altered without at least  thirty
(30) days' prior written notice to Franchisor.

     11.05  Should Master Licensor for  any reason, fail to procure or  maintain
the insurance required by this  Agreement, as revised from  time to time by  the
Manuals or otherwise in writing, Franchisor  shall have the right and  authority
(without, however,  any  obligation  to  do  so)  immediately  to  procure  such
insurance and to  charge the same  to Master Licensor.   Such charges,  together
with a reasonable fee for Franchisor's  expenses in so acting, shall be  payable
by Master Licensor immediately upon notice.

12.  TRANSFER OF INTEREST

     12.01  Transfer by Franchisor:

     Franchisor shall have the right  to transfer or assign  all or any part  of
its rights or obligations in this Agreement to any person of legal entity.

     12.02  Transfer by Master Licensor:

          12.02.1  Master Licensor understands and acknowledges that the  rights
and duties set forth in this Agreement are personal to Master Licensor and  that
Franchisor has entered into  this Agreement in reliance  on the business  skill,
financial capacity, and personal character of Master Licensor's principals.

          12.02.2  As used in this Section 12.02, "transfer" shall be deemed  to
include the  voluntary  or  involuntary sale,  assignment,  conveyance,  pledge,
mortgage or other encumbrance of (1) all or a significant portion of the  assets
of the business  licensed under  this Agreement or  (2) any  interest in  Master
Licensor or in this Agreement, by Master  Licensor or any successor to any  part
of Master  Licensor's  interest  in this  Agreement  (including  any  rights  or
obligations of  Master Licensor  under this  Agreement)  or in  any  individual,
partnership, corporation, or  other legal  entity which  directly or  indirectly
owns any interest in this Agreement or controls Master Licensor.

          12.02.3   All  transfers  shall  require  Franchisor's  prior  written
consent except  the transfer  of less  than a  two percent  (2%) interest  in  a
publicly-held corporation if the effect of the transfer would not be a  transfer
of control or of a  controlling interest in Master  Licensor or in the  licensed
business or  of all  or a  significant portion  of the  assets of  the  licensed
business. A publicly-held corporation  is a corporation  which has total  assets
exceeding $1,000,000 and  a class of  equity securities held  of record by  five
hundred or  more persons.   A  "transfer of  control" shall  be deemed  to  have
occurred when the ownership  of a majority interest  in Master Licensor, in  the
licensed business, or in any entity with a majority ownership interest in Master
Licensor shall reside in a  different party than before  the transfer or when  a
different party, which may own less than a majority interest in Master  Licensor
and/or in the licensed  business and/or its assets,  exercises control over  the
licensed business and/or over Master Licensor including, but not limited to,  by
actively managing the licensed business.  A "transfer of control" shall   not be
deemed to have occurred if Master Licensor makes a public offering of its equity
securities, provided  Sam Hamam  and/or Bill  Hamam retain  at least  thirty-one
percent (31%)  of  the  voting  power  of such  securities  as  well  as  active
management of the licensed business.   Any purported assignment or transfer,  by
operation of law  or otherwise,  not having  the written  consent of  Franchisor
required by this Section 12.02.3 shall be  null and void and shall constitute  a
material breach  of this  Agreement, for  which  Franchisor may  then  terminate
without opportunity to cure, pursuant to Section 13.02 of this Agreement.   Such
termination shall be in addition to any other remedies Franchisor may have under
this Agreement,  at  law  or  in  equity,  including,  without  limitation,  the
obtaining of injunctive relief.

          12.02.4  Franchisor shall not unreasonably  withhold its consent to  a
transfer; provided,  however, that  it shall  be  reasonable for  Franchisor  to
withhold consent to  a transfer of  all or substantially  all of  the assets  of
Master Licensor, any interest  in Master Licensor, any  interest in the  license
granted by this Agreement, and/or any or all rights under this Agreement if:

               12.02.4.1   Such  transfer is  not  made in  conjunction  with  a
simultaneous transfer of  all comparable rights  held by the  transferor in  all
Sublicense Agreements executed pursuant to this Agreement; or

               12.02.4.2   Master  Licensor  would retain  less  than  fifty-one
percent (51%) of the voting power in any entity to which such interest would  be
transferred if such entity is not a public corporation; or

               12.02.4.3   Master  Licensor  would retain  less  than  fifty-one
percent (51%) of the voting power in any entity to which such interest would  be
transferred if  such entity  is a  public  corporation, unless  Master  Licensor
retains at least thirty-one percent (31%) of the voting power in such entity  as
well as active management of the licensed business.

     If a  transfer, alone  or together  with other  previous, simultaneous,  or
proposed transfers, would have the effect  of transferring all or a  significant
portion of the assets  of Master Licensor, of  the business licensed under  this
Agreement, or of a controlling interest in Master Licensor or in this Agreement,
Franchisor may, in its sole discretion,  require as a condition of its  approval
that:

               12.02.4.1  All of Master Licensor's accrued monetary  obligations
to Franchisor and all other outstanding obligations related to Master Licensor's
business shall have been satisfied.

               12.02.4.2  Master Licensor shall not  be not in material  default
of any material provision of this  Agreement, any amendment hereof or  successor
to  this  Agreement,  or  any  other  agreement  between  Master  Licensor   and
Franchisor, or its subsidiaries and affiliates.

               12.02.4.3  The transferor shall have executed a general  release,
in a form satisfactory to Franchisor,  of any and all claims against  Franchisor
and its officers, directors, shareholders, and employees, in their corporate and
individual capacities,  including,  without  limitation,  claims  arising  under
United States, Canadian, and/or provincial laws, rules, and ordinances.

               12.02.4.4  The transferee shall enter into a written  assignment,
in a form satisfactory to Franchisor,  acting reasonably, assuming and  agreeing
to  discharge  all  of  Master  Licensor's  obligations  under  this  Agreement.
Franchisor  may  require  that  the  transferee  and/or  its  principals  and/or
shareholders guarantee the performance of all  such obligations in writing in  a
form satisfactory to Franchisor.

               12.02.4.5   The  transferee  shall  demonstrate  to  Franchisor's
satisfaction,  acting  reasonably,   that  it   meets  Franchisor's   education,
managerial, and business standards; possesses  a good moral character,  business
reputation, and  credit rating;  has the  aptitude and  ability to  conduct  the
business contemplated in this  Agreement (as may be  evidenced by prior  related
business experience  or otherwise);  and has  adequate financial  resources  and
capital to meet its obligations under this Agreement.

               12.02.4.6  At Franchisor's  option, the transferee shall  execute
(and/or, upon  Franchisor's  request,  shall cause  all  interested  parties  to
execute) a new master license agreement  and such other ancillary agreements  as
Franchisor may  require  for  the  licensed  business,  which  agreements  shall
supersede this Agreement in all respects  and the terms of which agreements  may
differ from the terms of this Agreement; provided, however, that the  percentage
of royalty, transfer, renewal  and sublicense fees  payable to Franchisor  under
this Agreement and the term of the agreement shall remain the same.

               12.02.4.7    Master   Licensor  shall  remain   liable  for   all
obligations of the  business before  the effective  date of  transfer and  shall
execute any and all instruments reasonably  requested by Franchisor to  evidence
such liability.

               12.02.4.8  At  the transferee's  expense, the  transferee or  the
transferee's manager shall  complete any training  programs then  in effect  for
franchisees or sublicensees, upon  such terms and  conditions as Franchisor  may
reasonably require.

               12.02.4.9  Master Licensor shall pay a transfer fee as follows:

     (a)  In the case of a transfer to a corporation formed for the  convenience
of ownership, there shall be no transfer fee.

     (b)  In the case of  a transfer of a  limited partner's interest in  Master
Licensor or  a  transfer of  this  entire Agreement  or  any rights  under  this


Agreement to a  System franchisee/sublicensee, the  transfer fee  shall be  Five
Hundred Canadian Dollars ($500.00).

     (c)  In the case of a transfer of all or substantially all of the assets of
the licensed  business or  of this  entire Agreement  or any  rights under  this
Agreement to an individual or entity  not then a System  franchisee/sublicensee,
the transfer fee shall be Fifty Thousand Canadian Dollars ($50,000.00).

          12.02.5   Master Licensor  shall grant  no  security interest  in  the
licensed business or in any of its  assets unless the secured party agrees  that
in the event of any  default by Master Licensor  under any documents related  to
the security interest, Franchisor  shall have the right  and option to  purchase
the rights  of the  secured party  upon payment  of all  sums then  due to  such
secured party.

          12.02.6  Master Licensor acknowledges  and agrees that each  condition
which must be  met by the  transferee is necessary  to assure such  transferee's
full performance of the obligations under this Agreement.

          12.02.7  If the  transferee is a  publicly-held corporation, then  the
controlling shareholder and/or controlling manager  of such corporation must  be
approved by Franchisor as provided in Section 12 of this Agreement.


     12.03  Right of First Refusal:

          12.03.1  Any party holding an  interest in Master Licensor or in  this
Agreement and  who  desires to  accept  any bona  fide  offer to  purchase  such
interest shall  notify Franchisor  in writing  of each  such offer  and  provide
Franchisor with the information set forth  in Section 12.03.3. Franchisor  shall
have the right and option, exercisable within thirty (30) days after receipt  of
such information, to send written notice  to the seller that Franchisor  intends
to purchase the seller's interest on the same terms and conditions contained  in
the bona fide  offer. If Franchisor  elects to purchase  the seller's  interest,
closing on such purchase  must occur within  thirty (30) days  from the date  of
notice to the seller of  the election to purchase  by Franchisor.  Any  material
change in the terms  of any offer  before closing shall  constitute a new  offer
subject to the same rights of first refusal by  Franchisor as in the case of  an
initial offer.

          12.03.2  If the consideration,  terms, and/or conditions contained  in
the bona fide offer are such that  Franchisor may not reasonably be required  to
furnish the same  consideration, terms, and/or  conditions, then Franchisor  may
purchase the interest  in Master Licensor  or in this  Agreement proposed to  be
sold for the reasonable equivalent in cash.  If the parties cannot agree  within
a reasonable time  on the reasonable  equivalent in cash  of the  consideration,
terms and/or  conditions  contained  in the  bona  fide  offer,  an  independent
appraiser shall be designated by  Franchisor and that appraiser's  determination
shall  be binding.

          12.03.3  No offer shall be  deemed to be bona  fide unless there is  a
writing, signed by  the intended purchaser,  setting forth the  basic terms  and
conditions of the offer. The seller shall provide Franchisor with the  following
information:  a  copy of  the offer signed  by the  intended purchaser;  current
financial statements of the licensed  business; business and personal  financial
statements of  the intended  purchaser;  a list  and  terms of  all  liabilities
relating to the licensed  business, including, but  not limited to,  outstanding
debt, equipment leases and premises leases.  If Franchisor declines or fails  to
exercise the option  afforded by  this Section 12.03,  the seller  may sell  its
interest, provided that such sale and the transferee meet all of the  conditions
for transfer set forth in Section 12.02 of this Agreement.


     12.04  Transfer Upon Death or Mental Incompetency:

     Upon the death  or mental  incompetency of  any person  with a  controlling
interest in this Agreement or in  Master Licensor, the executor,  administrator,
or personal representative of such person shall transfer his interest to a third
party approved by Franchisor (which approval shall not be unreasonably withheld)
within six (6) months after such death or mental incompetency.  Such  transfers,
including, without  limitation, transfers  by devise  or inheritance,  shall  be
subject to the  same conditions as  any inter vivos  transfer, as  set forth  in
Section 12.02 of this Agreement.  However, in the case of transfer by devise  or
inheritance, if the heirs or beneficiaries of any such person are unable to meet
the conditions in this Section 12,  the personal representative of the  deceased
person shall have  a reasonable time  to dispose of  the deceased's interest  in
Master Licensor or in this Agreement, which disposition shall be subject to  all
the terms and  conditions for  transfers contained in  this Agreement.   If  the
interest is not disposed of within  a reasonable time, Franchisor may  terminate
this Agreement.  Any transfer from the estate of Sam Hamam to Bill Hamam, or the
estate of Bill Hamam to Sam Hamam, shall be deemed approved.

     12.05  Offerings by Master Licensor

     Securities or partnership interests  in Master Licensor  may be offered  to
the public by Master Licensor only with the prior written consent of  Franchisor
(regardless of whether Franchisor's consent is  required under Section 12.02  of
this Agreement),  which  consent  shall  not  be  unreasonably  withheld.    All
materials required for such offering by  United States, Canadian, or  provincial
law shall be submitted to Franchisor for review prior to their being filed  with
any government agency; and any materials to be used in any exempt offering shall
be submitted to Franchisor for  review prior to their  use.  No Master  Licensor
offering shall  imply  (by use  of  the  Proprietary Marks  or  otherwise)  that
Franchisor is participating in an underwriting, issuance, or offering of  Master
Licensor or Franchisor securities; and Franchisor's review of any offering shall
be limited solely to the subject of the relationship between Master Licensor and
Franchisor.  Master  Licensor and the  other participants in  the offering  must
fully indemnify Franchisor in connection with  the offering.  For each  proposed
offering, Master Licensor shall  pay Franchisor such amount  as is necessary  to
reimburse Franchisor  for  its reasonable  costs  and expenses  associated  with
reviewing the  proposed  offering,  including,  without  limitation,  legal  and
accounting fees.  Master Licensor shall give Franchisor written notice at  least
fifteen (15) days prior  to the date  of commencement of  any offering or  other
transaction covered by this Section 12.05.

     12.06  Non-Waiver of Claims:

     Franchisor's consent to a  transfer of any interest  in this Agreement,  of
the assets of the licensed business, or of any interest in Master Licensor shall
not constitute  a waiver  of any  claims it  may have  against the  transferring
party, nor shall it  be deemed a  waiver of Franchisor's  right to demand  exact
compliance with any of the terms of this Agreement by the transferee.

     12.07  Irreparable Injury:

     Master Licensor acknowledges that Master Licensor's violation of the  terms
of this Section 12 would result in irreparable injury to Franchisor for which no
adequate remedy  at  law  may be  available,  and  Master  Licensor  accordingly
consents to the  issuance of  an injunction  prohibiting any  conduct by  Master
Licensor in violation of the terms of this Section 12.

13.  DEFAULT AND TERMINATION

     13.01   Master  Licensor  shall be  deemed  to  be in  default  under  this
Agreement,  and  all  rights  granted  in  this  Agreement  shall  automatically
terminate without notice to  Master Licensor upon the  occurrence of any of  the
following events:  if Master Licensor shall become insolvent (within the meaning
of the Bankruptcy and Insolvency Act of Canada) or make a general assignment for
the benefit of  creditors; if  an assignment in  bankruptcy is  filed by  Master
Licensor or a petition in bankruptcy is filed against, and not opposed by Master
Licensor; if Master Licensor is adjudicated a bankrupt, or insolvent; if a  bill
in equity  or other  proceeding for  the  appointment of  a receiver  of  Master
Licensor or other custodian (permanent or temporary) of Master Licensor's assets
or property,  or  any part  thereof,  is appointed  by  any court  of  competent
jurisdiction; if  proceedings for  a composition  with creditors  under any  law
should be instituted by or against Master Licensor; if a final judgment  remains
unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond
is filed)  or if  execution  is levied  against  Master Licensor's  business  or
property; if suit  to foreclose  any lien or  mortgage against  the premises  or
equipment is instituted against Master Licensor and not dismissed within  thirty
(30) days; if the real or personal property of Master Licensor's business  shall
be sold after levy thereupon  by any sheriff, marshal,  or constable; or if  the
equivalent of any of the foregoing under Canadian or provincial law occurs.

     13.02  Master Licensor shall be deemed to be in default and Franchisor may,
at its  option, terminate  this  Agreement and  all  rights granted  under  this
Agreement without affording Master Licensor any opportunity to cure the default,
effective immediately upon notice to Master Licensor, upon the occurrence of any
of the following events:

          13.02.1  If Master Licensor at any time ceases to operate or otherwise
abandons the business contemplated by this Agreement.

          13.02.2  If Master Licensor, or  any partner or principal  shareholder
in Master Licensor who  is active in  the licensed business,  is convicted of  a
felony, a crime involving moral turpitude, or any other crime or offense that is
reasonably likely, in the  sole opinion of Franchisor,  to adversely affect  the
System, the Proprietary Marks, the goodwill  associated with the System and  the
Proprietary Marks, or Franchisor's  interest in the  System and the  Proprietary
Marks.

          13.02.3  If Master  Licensor or any partner  or shareholder in  Master
Licensor purports to make a transfer without Franchisor's prior written consent,
contrary to the terms of Section 12 of this Agreement.

          13.02.4  If Master Licensor fails to comply with the in-term covenants
in Section 15.02 of this  Agreement or fails to  obtain, or, as applicable,  use
best efforts to obtain, execution of  such covenants as are required by  Section
15.09 of this Agreement.

          13.02.5   If  Master  Licensor  discloses  or  divulges,  contrary  to
Sections 8 or 9 of this  Agreement, the contents of  the Manuals or other  trade
secret or confidential information provided to Master Licensor by Franchisor, or
if Master Licensor fails  to obtain confidentiality  agreements with respect  to
such information from Master Licensor's senior employees.

          13.02.6  If an approved transfer  is not effected within a  reasonable
time following the death or mental incompetency of person holding an interest in
Master Licensor, as required by Section 12.04 of this Agreement.

          13.02.7   If  Master  Licensor  knowingly  maintains  false  books  or
records, or submits any false reports to Franchisor.

          13.02.8   If Master  Licensor, after  curing a  default under  Section
13.03, engages in the same  default whether or not  such default is cured  after
notice; or

          13.02.9  If  Master Licensor is  repeatedly in  default under  Section
13.03 of this  Agreement for  failure to comply  substantially with  any of  the
requirements imposed by this Agreement, whether or not cured after notice.

     13.03   Except as  provided in  Sections 13.01,  13.02, and  13.05 of  this
Agreement, Master Franchisor shall have thirty (30) days after its receipt  from
Franchisor of a  written Notice of  Default within which  to remedy any  default
under this Agreement and provide evidence of such remedy to Franchisor.   Master
Franchisor shall be in  default under this Agreement  for any failure to  comply
substantially with any of the material  requirements imposed by this  Agreement,
as it may from  time to time reasonably  be supplemented by  the Manuals, or  to
carry out  in good  faith the  terms  of this  Agreement  or of  any  Sublicense
Agreement executed pursuant to this Agreement.  Such defaults shall include, for
example, without limitation, the occurrence of any of the following events:

          13.03.1  If Master  Licensor fails, refuses,  or neglects promptly  to
pay any moneys owing Franchisor or  its subsidiaries or affiliates when due,  or
to submit the financial information required by Franchisor under this Agreement.

          13.03.2  If  Master Licensor  fails to  maintain any  of the  material
standards or procedures reasonably prescribed  by Franchisor in this  Agreement,
the Manuals, or otherwise in writing.

          13.03.3   Except  as  otherwise provided  in  Section  13.02  of  this
Agreement, if Master Licensor fails, refuses, or neglects to obtain Franchisor's
prior written approval or consent as required by this Agreement.

          13.03.4  If Master Licensor misuses  or makes any unauthorized use  of
the Proprietary Marks or otherwise materially impairs Franchisor's rights in the
Proprietary Marks or the goodwill associated therewith.

          13.03.5  If  Master Licensor engages  in any business  or markets  any
service or product under a name or mark which, in Franchisor's sole opinion,  is
confusingly similar to the Proprietary Marks.

     13.04  If any default under Section  13.03 is not cured within thirty  (30)
days, Franchisor, in its discretion, may do any one of more of the following:

          13.04.1  Terminate this  Agreement and all  rights granted under  this
Agreement,  effective  immediately  upon  the  mailing  of  written  notice   by
Franchisor to Master Licensor.

          13.04.2  Perform any or all of Master Licensor's obligations under the
Sublicense Agreements  executed pursuant  to this  Agreement and  charge  Master
Licensor for its costs in doing so.

     13.05   If Master  Licensor fails  to  spend at  least $40,000  each  year,
exclusive of salaries for salespersons and  production costs, on advertising  to
solicit sublicensees.  The annual dollar  amount to be spent by Master  Licensor
shall be  adjusted  upward  each year  by  three  percent (3%)  to  account  for
inflation.   Master  Licensor  shall,  upon  request  from  Franchisor,  provide
Franchisor with confirmation of such expenditures.   Failure by Master  Licensor
to expend the funds required shall be  a default under this Agreement and,  upon
written notice  to  Master  Licensor, Franchisor  may  terminate  the  grant  of
exclusivity set forth  in Section  1.03 of  this Agreement.   Master  Licensor's
obligations under this Section 13.05 shall cease when Franchisor deems that  the
System has been fully developed in the Designated Area.

     13.06  No default under this Agreement shall constitute a default under any
Sublicense Agreement  executed  as Sublicensee  by  an entity  in  which  Master
Licensor has an interest.

     13.07  No right or remedy in  this Agreement conferred upon or reserved  to
Franchisor is exclusive of  any other right or  remedy provided or permitted  by
law or in equity.

14.  OBLIGATIONS UPON TERMINATION OR EXPIRATION

     14.01   Upon  termination or  expiration,  this Agreement  and  all  rights
granted under this Agreement to Master Licensor forthwith terminate, and:

          14.01.1  Master Licensor shall immediately cease to operate under this
Agreement and  shall  not  thereafter,  directly  or  indirectly,  advertise  or
represent to the public or otherwise hold itself out to the public as a  present
or former Master Licensor of Franchisor.

          14.01.2  At Franchisor's request, Master Licensor shall cooperate with
Franchisor in advising the  Sublicensees that the  Master License Agreement  has
been terminated  and  that Franchisor  will  assume the  obligations  of  Master
Licensor under the Sublicense Agreements.

          14.01.3  Master Licensor shall immediately turn over to Franchisor all
materials, including without limitation, all software licensed by Franchisor  or
by another  party on  behalf of  Franchisor and  containing  Franchisor-specific
coding and/or  instructions,  all  manuals  (including  the  Manuals),  and  all
records, files, instructions, correspondence, brochures, agreements,  disclosure
statements, and any and all other materials and all copies of all such materials
in Master Licensor's  possession related  to Master  Licensor's operation  under
this Agreement  and/or the  Sublicense Agreements  (all of  which materials  are
acknowledged  to  be  Franchisor's  property).    Without  Franchisor's  written
consent, Master Licensor shall retain no copy or record of any of the foregoing,
except Master  Licensor's  copy of  this  Agreement and  of  any  correspondence
between the parties  and any other  documents which  Master Licensor  reasonably
needs for compliance with any provision of law.

          14.01.4  Master  Licensor shall immediately  and permanently cease  to
use, by advertising or in any other manner whatsoever, any confidential methods,
procedures and  techniques  associated with  the  System; the  Proprietary  Mark
"MOTOPHOTOSM"; and all other Proprietary  Marks and distinctive forms,  slogans,
signs, symbols, or devices  associated with the System.   In particular,  Master
Licensor  shall  cease  to  use,  without  limitation,  all  signs,   equipment,
advertising material, stationery,  forms, and any  other articles which  display
the Proprietary Marks associated with the System.  Master Licensor  acknowledges
that Master Licensor's  violation of  the terms  of this  Section 14.01.4  would
result in irreparable injury to Franchisor  for which no adequate remedy at  law
may be available, and Master Licensor accordingly consents to the issuance of an
injunction prohibiting any conduct by Master Licensor in violation of the  terms
of this Section 14.01.4.

          14.01.5  Master Licensor shall take such action as may be necessary to
cancel any  Registered  User, assumed  name,  or equivalent  registration  which
contains the "MOTOPHOTOSM" or any other service mark or trademark of Franchisor,
and Master  Licensor  shall furnish  Franchisor  with evidence  satisfactory  to
Franchisor of  compliance  with  this obligation  within  ten  (10)  days  after
termination or expiration of this Agreement.

          14.01.6   At  Franchisor's option,  Master  Licensor shall  assign  to
Franchisor any interest which Master Licensor  has in any lease or sublease  for
Master Licensor's business premises.

          14.01.7  Master Licensor agrees, in the event it continues to  operate
or  subsequently  begins  to  operate  any  other  business,  not  to  use   any
reproduction, counterfeit, copy, or colorable imitation of the Proprietary Marks
either in connection with such other business or the promotion thereof, which is
likely to cause confusion, mistake, or  deception, or which is likely to  dilute
Franchisor's rights in and  to the Proprietary Marks  and further agrees not  to
utilize any designation of origin or description or representation which falsely
suggests or represents  an association or  connection with Franchisor  so as  to
constitute unfair  competition.   In  the event  Franchisor  does not  elect  to
exercise its option to  acquire the lease  or sublease for  the premises of  the
licensed business pursuant to Section 14.01.6 of this Agreement, Licensor  shall
make  immediately  upon  termination  or  expiration  of  this  Agreement   such
modifications or  alterations  to the  premises  operated under  this  Agreement
(including, without limitation, the changing of the telephone number) as may  be
necessary to prevent the operation of  any business thereon by itself or  others
in derogation of this Section 14 and shall make such specific additional changes
the premises as  Franchisor may  reasonably request for  that purpose.   In  the
event Master Licensor fails or refuses  to comply with the requirements of  this
Section 14, Franchisor shall have the right to enter upon the Master  Licensor's
business premises, without being guilty of  trespass or any other tort, for  the
purpose of making or causing to be made such  changes as may be required at  the
expense of  Master Licensor,  which expense  Master Licensor  agrees to  pay  on
demand.

          14.01.8   Master  Licensor  shall  promptly  pay  all  sums  owing  to
Franchisor and its subsidiaries and affiliates.  In the event of termination for
any default of Master Licensor, such sums shall include all damages, costs,  and
expenses, including  reasonable attorney's  fees, incurred  by Franchisor  as  a
result of the  default, which obligation  shall give rise  to and remain,  until
paid in full, a lien in favor of Franchisor against any and all of the  personal
property, equipment, inventory, and fixtures owned by Master Licensor and on all
premises operated under this Agreement at the time of default.

          14.01.9  Master Licensor shall pay Franchisor all damages, costs,  and
expenses,  including  reasonable   attorney's  fees,   incurred  by   Franchisor
subsequent to the  termination or expiration  of the license  in this  Agreement
granted in  obtaining injunctive  or other  relief for  the enforcement  of  any
provisions of this Section 14.

          14.01.10  At Franchisor's  option, within thirty  (30) days after  the
date of termination or expiration, Master Licensor and Franchisor shall  arrange
for an inventory to be made, at Franchisor's cost, of all the personal property,
fixtures, equipment, inventory, and other  tangible assets of Master  Licensor's
business.  Franchisor shall have the option to purchase from Master Licensor any
or all tangible assets  at fair market value.   In no case  will any amounts  be
assigned for goodwill associated with the Proprietary Marks or with the  System;
however, in the case of the  expiration of this Agreement, going concern  value,
if any, will  be included.   If the parties  cannot agree on  fair market  value
within  a  reasonable  time,  the  parties  shall  select  an  appraiser   whose
determination of fair  market value  shall be binding.   If  the parties  cannot
agree on an appraiser within a  reasonable time, an independent appraiser  shall
be designated  by  each  party,  and  the  two  (2)  independent  appraisers  so
designated shall select  a third independent  appraiser.   The determination  of
fair market value  of the  majority of appraisers  so chosen  shall be  binding.
Master Licensor and Franchisor shall bear the costs of the appraisal on an equal
basis.  If Franchisor elects to exercise the option to purchase provided in this
Agreement, it shall  have sixty  (60) days  after determination  of fair  market
value to notify Master Licensor  of its exercise of  the option to purchase  and
shall have the right to set off all amounts due from Master Licensor under  this
Agreement against any payment therefor.

          14.01.11  Master Licensor shall comply with the covenants contained in
Section 15.03 of this Agreement.

15.  COVENANTS

     15.01  Master Licensor covenants that,  during the term of this  Agreement,
except as otherwise approved in writing by Franchisor, Master Licensor or Master
Licensor's manager  shall devote  full time,  energy, and  best efforts  to  the
management and operation of the business contemplated under this Agreement.

     15.02  Master  Licensor covenants that  during the term  of this  Agreement
except as otherwise  approved in writing  by Franchisor,  Master Licensor  shall
not, either directly or indirectly, for itself, or through, on behalf of, or  in
conjunction with any person, persons, partnership, corporation, or other entity:

          15.02.1  Divert or attempt to  divert any business or customer of  any
franchised or sublicensed business operated under the System to any  competitor,
by direct or  indirect inducement or  otherwise, or do  or perform, directly  or
indirectly, any other act  injurious or prejudicial  to the goodwill  associated
with Franchisor's Proprietary Marks and the System.

          15.02.2  Employ  or seek  to employ  any person  who is  at that  time
employed by Franchisor or any Sublicensee or by any other master licensor,  area
developer or  franchisee  of Franchisor,  or  otherwise directly  or  indirectly
induce such person to leave his or her employment.

          15.02.3   Own,  maintain, engage  in,  or  have any  interest  in  any
business which sells or  offers to sell rapid  photo-processing services or  any
other service  approved  by Franchisor  for  use by  System  franchisees  and/or
Sublicensees.

     15.03   Master Licensor  covenants that,  except as  otherwise approved  in
writing by Franchisor, Master Licensor shall not, for a continuous uninterrupted
two-year period commencing upon the expiration or termination of this  Agreement
or, in the case of a  dispute relating to such  termination or expiration or  to
the covenants contained in  this Section 15.03 (which  both Master Licensor  and
Franchisor shall diligently prosecute), commencing  upon the resolution of  such
dispute, regardless of the cause for termination, either directly or indirectly,
for itself,  or  through, on  behalf  of, or  in  conjunction with  any  person,
persons, partnership, corporation, or  other entity, or  through the receipt  of
proceeds from the transfer of all or a significant portion of the assets of  the
business licensed under this  Agreement, own, maintain, engage  in, or have  any
interest in any business which as its principal business sells or offers to sell
rapid  photo-processing  services,  portrait  services,  or  any  other  service
approved by Franchisor  for use by  System franchisees  and/or Sublicensees  and
which service constitutes, on average, twenty-five percent (25)% or more of  the
gross sales of System franchisees, provided such business is located:

          15.03.1  Within the Designated Area; or

          15.03.2  Within a radius  of five (5) miles  from the location of  any
System store which is in existence on  the date of expiration or termination  of
this Agreement.

     15.04  Sections 15.02.3  and 15.03 shall not  apply to ownership by  Master
Licensor of any interest  in a System store  or of less  than five percent  (5%)
beneficial interest in  the outstanding equity  securities of any  publicly-held
corporation.

     15.05  The  parties agree  that each of  the foregoing  covenants shall  be
construed as independent of any other  covenant or provision of this  Agreement.

If all or any portion of a covenant in  this Section 15 is held unreasonable  or
unenforceable by  a  court having  valid  jurisdiction in  an  unappealed  final
decision to which Franchisor is a party, Master Licensor expressly agrees to  be
bound by any  lesser covenant subsumed  within the terms  of such covenant  that
imposes the maximum  duty permitted by  law, as if  the resulting covenant  were
separately stated in and made a part of this Section 15.

     15.06  Master Franchisor understands and acknowledges that Franchisor shall
have the right, in its sole discretion, to reduce the scope of any covenant  set
forth in Sections 15.02 and 15.03 of this  Agreement or any portion of any  such
covenant, without Master Licensor's consent, effective immediately upon  receipt
by Master Licensor of written notice of such reduction.  Master Licensor  agrees
that it shall comply forthwith with any covenant as so modified, which shall  be
fully  enforceable  notwithstanding  the  provisions  of  Section  20  of   this
Agreement.

     15.07  Master Licensor expressly agrees that the existence of any claims it
may have against Franchisor, whether or  not arising from this Agreement,  shall
not constitute a defense  to the enforcement by  Franchisor of the covenants  in
this Section  15.    Master  Licensor  agrees to  pay  all  costs  and  expenses
(including reasonable attorney's fees) incurred by Franchisor in connection with
the enforcement of this Section 15.

     15.08  Master Licensor acknowledges that Master Licensor's violation of the
terms of this Section  15 would result in  irreparable injury to Franchisor  for
which no adequate remedy at law  may be available.  Master Licensor  accordingly
consents to the  issuance of  an injunction  prohibiting any  conduct by  Master
Licensor in violation of the terms of this Section 15.

     15.09   At  the  request  of  Franchisor,  Master  Licensor  shall  provide
Franchisor with  covenants similar  in  substance to  those  set forth  in  this
Section 15 (including covenants  applicable upon the  termination of a  person's
relationship with Master Licensor) from all officers, directors, and holders  of
beneficial interest  of  five percent  (5%)  or more  in  Master Licensor.    In
addition, upon Franchisor's request, Master Licensor  shall use best efforts  to
obtain such covenants from all managers of Master Licensor and any other persons
employed by Master  Licensor who  have received  or will  receive training  from
Franchisor.   If Franchisor  has requested that any  such person execute such  a
covenant, Master  Licensor shall  not,  without Franchisor's  written  approval,
grant access  to any  confidential aspect  of the  System or  Master  Licensor's
business prior to  execution of the  covenant.  All  covenants required by  this
Section 15.09 shall be in forms  satisfactory to Franchisor, including,  without
limitation, specific identification of Franchisor  as a third party  beneficiary
of such covenants with the independent right to enforce them.  Failure by Master
Licensor to obtain execution of a  covenant required by this Section 15.09,  or,
as applicable, to use best efforts to obtain execution of such a covenant, shall
constitute a material breach of this Agreement.

16.  TAXES

     16.01  Master  Licensor shall  promptly pay when  due all  taxes levied  or
assessed, including, without limitation, unemployment  and sales taxes, and  all
accounts and other indebtedness of every kind incurred by Master Licensor in the
conduct of Master  Licensor's business under  this Agreement.   Master  Licensor
shall pay to Franchisor an amount equal to any sales tax, gross receipts tax, or
similar tax imposed  on Franchisor with  respect to any  payments to  Franchisor
required under this  Agreement, unless the  tax is credited  against income  tax
otherwise payable by Franchisor.

     16.02  In  the event of  any bona fide  dispute as to  liability for  taxes
assessed or other indebtedness, Master Licensor may contest the validity or  the
amount of the tax  or indebtedness in accordance  with procedures of the  taxing
authority or applicable law;  however, in no event shall Master Licensor  permit
a tax  sale or  seizure by  levy of  execution or  similar writ  or warrant,  or
attachment by a creditor, to occur against the premises of the licensed business
or any improvements thereon.

     16.03  Master Licensor shall comply with all applicable U.S., Canadian  and
provincial laws, rules,  and regulations, and  shall timely obtain  any and  all
permits, certificates, or licenses necessary for the full and proper conduct  of
Master Licensor's business under this Agreement, including, without  limitation,
licenses to do business,  fictitious name registration,  sales tax permits,  and
fire clearances.

     16.04  Master Licensor shall notify  Franchisor in writing within ten  (10)
days of the commencement of any action, suit, or proceeding, and of the issuance
of any order, writ, injunction, award, or decree of any court, agency, or  other
governmental instrumentality,  which  may  adversely  affect  the  operation  or
financial condition of Master Licensor or Master Licensor's business.

17.  INDEPENDENT CONTRACTOR AND INDEMNIFICATION

     17.01   The  parties to  this  Agreement  understand and  agree  that  this
Agreement does not  create a fiduciary  relationship between  them, that  Master
Licensor shall be an independent contractor, and that nothing in this  Agreement
is  intended  to  constitute  either  party  an  agent,  legal   representative,
subsidiary, joint venturer, partner, employee, or  servant of the other for  any
purpose whatsoever.

     17.02  During the term of this  Agreement and any extensions of it,  Master
Licensor shall  hold itself  out  to the  public  as an  independent  contractor
operating the business pursuant  to this Agreement.   Master Licensor agrees  to
take such affirmative action  as may be necessary  to do so, including,  without
limitation, exhibiting a notice  of that fact in  a conspicuous place in  Master
Licensor's business premises,  the content of  which notice Franchisor  reserves
the right to specify.

     17.03  The parties to this  Agreement understand and agree that nothing  in
this Agreement  authorizes  Master Licensor  to  make any  contract,  agreement,
warranty, or representation  on Franchisor's  behalf, or  to incur  any debt  or
other obligation in  Franchisor's name, and  that Franchisor shall  in no  event
assume liability for, or be deemed liable  under this Agreement as a result  of,
any such action, or by reason of any act  or omission of Master Licensor in  its
conduct of  the business  contemplated  under this  Agreement  or any  claim  or
judgment arising therefrom against Franchisor.

     17.04  Master Licensor  shall indemnify and  hold Franchisor harmless  from
and against any and all claims arising directly or indirectly from, as a  result
of, or in connection  with from, as a  result of, or  in connection with  Master
Licensor's activities  under this  Agreement and/or  its performance  under  the
Sublicense Agreements, including  the costs, expenses,  and attorneys' fees,  of
defending against them.  In addition,  Master Licensor shall pay Franchisor  all
damages, costs, and expenses, including attorneys' fees, incurred by  Franchisor
in defending successfully against claims of any kind brought by Master  Licensor
or  in  enforcing  its  claims  against  Master  Licensor  arising  from  Master
Licensor's breach  or  non-performance of  any  of its  obligations  under  this
Agreement, and/or Master Licensor's failure to pay Franchisor amounts due  under
this Agreement or for merchandise and/or services purchased from Franchisor,  or
otherwise.   Notwithstanding  the  foregoing,  Master  Licensor  shall  have  no
obligation to indemnify  Franchisor for  claims arising  from Master  Licensor's
use, in strict  accordance with  Franchisor's instructions,  of the  Proprietary
Marks or advertising  material prepared by  Franchisor, as  to which  Franchisor
shall indemnify Master Licensor.

18.  APPROVALS AND WAIVERS

     18.01  Whenever this  Agreement requires the prior  approval or consent  of
Franchisor, Master Licensor shall  make a timely  written request to  Franchisor
for such approval  or consent,  such approval or  consent shall  be obtained  in
writing, and Franchisor shall not unreasonably withhold or delay its approval or
consent.

     18.02   Franchisor makes  no warranties  or  guarantees upon  which  Master
Licensor may rely and assumes no  liability or obligation to Master Licensor  by
providing any waiver,  approval, consent, or  suggestion to  Master Licensor  in
connection with this Agreement, or by reason of any neglect, delay, or denial of
any request for such waiver, approval, consent, or suggestion.

     18.03  No delay, waiver, omission, or forbearance on the part of Franchisor
to exercise any  right, option,  duty, or  power arising  out of  any breach  or
default by Master Licensor or by any other master licensor of any of the  terms,
provisions, covenants,  or  conditions  hereof, shall  constitute  a  waiver  by
Franchisor to enforce any such right,  option, duty, or power as against  Master
Licensor or as to subsequent breach  or default by Master Licensor.   Subsequent
acceptance by Franchisor of  any payments due to  it under this Agreement  shall
not be deemed to  be a waiver by  Franchisor of any  preceding breach by  Master
Licensor of any terms, provisions, covenants, or conditions of this Agreement.

19.  NOTICES

     Any and all notices required or permitted under this Agreement shall be  in
writing and  shall be  personally delivered,  delivered by  courier service,  or
mailed by  certified  or  registered mail,  return  receipt  requested,  to  the
respective parties  at the  following addresses  unless  and until  a  different
address has been designated by written notice to the other party:

Notices to Franchisor:        Michael F. Adler
                              Chairman and C.E.O.
                              Moto Photo, Inc.
                              4444 Lake Center Drive
                              Dayton, Ohio  45426
                              U.S.A.


Notices to Master Licensor:   Sam Hamam, P.Eng.
                              President and C.E.O.
                              Canadian Industrial Services, Ltd.
                              1315 Lawrence Avenue East
                              Unit #509
                              Don Mills, Ontario  M3A 3R3
                              Canada

Notices shall be  deemed to  have been  received as  follows:   by certified  or
registered mail - five days following the  date of mailing; by  personal 
delivery - at the time of delivery; if sent by overnight delivery service - on
the day after the date of delivery to the overnight delivery service.

20.  ENTIRE AGREEMENT

     This Agreement, the documents referred to in it, and the Attachments to it,
if any, constitute the entire, full,  and complete Agreement between  Franchisor
and Master  Licensor  concerning  the  subject  matter  of  this  Agreement  and
supersede all prior agreements, no  other representations having induced  Master
Licensor to  execute this  Agreement.   Except for  those permitted  to be  made
unilaterally by  Franchisor  under  this Agreement,  no  amendment,  change,  or
variance from this Agreement  shall be binding on  either party unless  mutually
agreed to by the parties and executed by their authorized officers or agents  in
writing.  Franchisor authorizes  only its Corporate Counsel  and any officer  at
the level  of Senior  Vice President  or above  to execute  any such  amendment,
change, or variance.

21.  SEVERABILITY AND CONSTRUCTION

     21.01  Except as expressly provided to the contrary in this Agreement, each
portion, section,  part,  term, and/or  provision  of this  Agreement  shall  be
considered severable.   If,  for any  reason, any  section, part,  term,  and/or
provision in this Agreement is determined to  be invalid and contrary to, or  in
conflict with, any existing  or future law  or regulation by  a court or  agency
having valid jurisdiction, such shall not  impair the operation of, or have  any
other  effect  upon,  such  other  portions,  sections,  parts,  terms,   and/or
provisions of  this Agreement  as may  remain  otherwise intelligible,  and  the
latter shall continue to be given full force and effect and bind the parties  to
this Agreement;  and  the  invalid  portions,  sections,  parts,  terms,  and/or
provisions shall be deemed not to be a part of this Agreement.

     21.02  Anything to the contrary in this Agreement notwithstanding,  nothing
in this Agreement is intended, nor shall be deemed, to confer upon any person or
legal entity  other  than  Franchisor  or Master  Licensor  and  such  of  their
respective successors and assigns as may  be contemplated by Section 12 of  this
Agreement, any rights or remedies under or by reason of this Agreement.

     21.03   Master Licensor  expressly agrees  to be  bound by  any promise  or
covenant imposing the maximum duty permitted by law which is subsumed within the
terms of  any  provision  of  this  Agreement,  as  though  it  were  separately
articulated in and made a part of this Agreement, that may result from  striking
from any of the  provisions of this  Agreement any portion  or portions which  a
court may hold to  unreasonable and unenforceable in  a final decision to  which
Franchisor is a party, or from reducing the scope of any promise or covenant  to
the extent required to comply with such court order.

     21.04   All  captions  in  this  Agreement  are  intended  solely  for  the
convenience of the parties, and  none shall be deemed  to affect the meaning  or
construction of any provision of this Agreement.

     21.05   All references  in  this Agreement  to  the masculine,  neuter,  or
singular shall  be construed  to include  the  masculine, feminine,  neuter,  or
plural,  where  applicable,  and   all  acknowledgments,  promises,   covenants,
agreements, and  obligations in  this Agreement  made  or undertaken  by  Master
Licensor shall be deemed jointly and severally undertaken by all the parties  to
this Agreement on behalf of Master Licensor.

     21.06  This  Agreement may be  executed in multiple  copies, each of  which
shall be deemed an original and all of which, taken together , shall  constitute
on instrument.

22.  APPLICABLE LAW

     22.01  This  Agreement takes effect  upon its acceptance  and execution  by
Franchisor in Ohio.  This Agreement,  the rights and obligations of the  parties
to it, and the relationship between the parties shall be construed in accordance
with and governed by the internal laws of the State of Ohio without reference to
its choice of law and conflict of laws rules.

     22.02   No right  or remedy  conferred upon  or reserved  to Franchisor  or
Master Licensor by this Agreement is intended to be, nor shall be deemed to  be,
exclusive of  any  other  right or  remedy  in  this Agreement  or  provided  or
permitted by law  or equity, but  shall be cumulative  of every  other right  or
remedy.

     22.03  Nothing in this Agreement contained shall bar Franchisor's right  to
obtain injunctive relief against threatened conduct  that will cause it loss  or
damages, under  the  usual equity  rules,  including the  applicable  rules  for
obtaining restraining orders and preliminary injunctions.

     22.04  If Master Licensor commences  any action against Franchisor  arising
out of or related to this Agreement, the dealings or relationship of the parties
under this Agreement, or the rights and obligations of the parties, such  action
shall be  brought solely  in the  federal or  state judicial  district in  which
Franchisor's principal place of business is located.

     22.05  If Franchisor commences any action in court against Master  Licensor
arising out of or related to this Agreement, the dealing or relationship of  the
parties under this  Agreement, or  the rights  and obligations  of the  parties,
Franchisor may, at its option, bring the action in the federal or state judicial
district in which Franchisor's principal place of business is located.

23.  ARBITRATION

     Except as specifically  otherwise provided in  this Agreement, the  parties
agree that any and all disputes between them (including disputes concerning  the
applicability and enforceability of this Section 23) shall be determined  solely
and exclusively by arbitration in Dayton, Ohio under the Federal Arbitration Act
as amended  and in  accordance with  the rules  then obtaining  of the  American
Arbitration Association or any successor, unless the parties otherwise agree  in
writing.  Each party shall select one arbitrator and the two so designated shall
select a third.   Judgment upon  any award of  the majority  of the  arbitrators
shall be binding and shall be entered in a court of competent jurisdiction.   It
is the intent of the parties that any arbitration between Franchisor and  Master
Licensor shall be  of Master  Licensor's individual  claim and  that the  claims
subject to arbitration shall not be arbitrated on a classwide basis.

     Notwithstanding the foregoing, Master Licensor agrees that Franchisor  may,
at its option, (a) bring a legal action in a court of law as provided in Section
22.05 to collect moneys owed to Franchisor by Master Licensor, and/or (b) submit
to arbitration matters which  would otherwise be the  subject of a petition  for
injunctive relief in court,  including, but not limited  to, enforcement of  the
covenants against  competition  and  enforcement  of  Franchisor's  rights  with
respect to the Proprietary Marks.

24.  ACKNOWLEDGMENTS

     24.01  Master Licensor  acknowledges that it  has conducted an  independent
investigation of the business contemplated  under this Agreement and  recognizes
that the business venture contemplated by this Agreement involves business risks
and that  its success  will be  largely  dependent upon  the ability  of  Master
Licensor as  an  independent business  entity  and  upon the  abilities  of  the
Sublicensees chosen  by Master  Licensor.   Franchisor expressly  disclaims  the
making of,  and Master  Licensor  acknowledges that  it  has not  received,  any
warranty or guarantee, express or implied, as to the potential volume,  profits,
or success of the business venture contemplated by this Agreement.

     24.02  Master  Licensor acknowledges that  it has read  and understood  the
Agreement, the attachments to  this Agreement, if  any, and agreements  relating
the attachments, if any, and that Franchisor has accorded Master Licensor  ample
time and opportunity  to consult  with advisors of  its own  choosing about  the
potential benefits and risks of entered into this Agreement.

     The parties to this  Agreement have duly executed  and delivered it on  the
day and year first written above.

ATTEST:                            FRANCHISOR:
   
                                   MOTO PHOTO, INC.


______________________________     By:                             c/s
Secretary or Assistant Secretary   Printed Name:
                                   Title:






ATTEST:                            MASTER LICENSOR:

                                   CANADIAN INDUSTRIAL SERVICES, LTD.


_____________________________      By:                           c/s
Secretary or Assistant Secretary   Printed Name:
                                   Title:





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