EXHIBIT 10.25

AGREEMENT FOR CONSULTING SERVICES

	This Agreement for Consulting Services (the "Agreement") is made as of the 21st day of December, 2001, by and between Michael F. Adler ("Adler") and Moto Photo, Inc. ("Moto").  This Agreement is based on the following understandings:

	a.	Adler has been an employee and a member of the Board of Directors of Moto since 1983.  He was Moto's President from February 1984 through 1996 and its Chief Executive Officer from October 1990 through June 2001.  He continues to serve as Chairman of the Board of Directors of Moto.

	b.	Adler will retire as an employee of Moto on December 31, 2001, although he will continue as Chairman.  Because of his intimate knowledge of Moto and his contacts in the photofinishing industry, Moto wishes to retain Adler as a consultant on an ongoing basis.

	c.	Adler is willing to serve as a consultant to Moto.

	Accordingly, the parties agree as follows:

1.	Term.  The term ("the Term") of this Agreement shall begin January 1, 2002 and shall continue through December 2006, unless it is sooner terminated in accordance with its provisions.

2.	Consulting Duties.  During the Term, Adler shall make himself available to Moto senior executives for consulting on issues concerning Moto, the photofinishing industry, financing, such other subjects as Moto executives may feel advisable, and for introduction of Moto senior executives to contacts in the franchising and photofinishing industries. 

3.	Consulting Fees.  As consideration for performing the duties set forth in Section 2 of this Agreement, during the Term Moto shall pay Adler One Thousand One Hundred Thirty-three Dollars and Thirty-three Cents ($1,133.33) on the fifteenth day of each month, commencing January 15, 2002.  On the fifteenth day of each month during the Term, Moto shall also pay Adler an amount equal to seven and one-half percent (7.5%) of the consulting fees paid on that date.

4.	Director Fees.  Adler shall receive no additional cash compensation for serving as a member of the Board of Directors of Moto.  Should Adler elect to participate in the plan under which Moto offers stock to its non-employee directors in lieu of cash compensation, Moto shall deduct from the fees due Adler pursuant to Section 2 of this Agreement the cash fee that a director not participating in the plan would have received.  

5.	Office and Clerical Support.  During the Term, Moto shall, to the extent it has space available at its headquarters, maintain an office for Adler and provide him with a telephone, computer, and the use of a fax machine in the performance of his duties under this Agreement.  In addition, Moto shall provide Adler with clerical support not to exceed 1,000 hours per year and reasonable computer support services from Moto's MIS Department.  Should Moto not have office space available at its headquarters for Adler, Moto shall reimburse Adler for his out-of-pocket expenses for office space and clerical support (not to exceed 1,000 hours per year) with the total reimbursement not to exceed Ten Thousand Dollars ($10,000) per year.  Under no circumstances shall (a) any office space be rented in Moto's name or (b) any clerical support person not working in Moto's headquarters office be considered an employee of Moto.

6.	Expenses.  Moto shall reimburse Adler for his actual and reasonable travel and business-related entertainment expenses, subject to Moto policy, incurred in connection with travel that that has been approved in advance by Moto's Chief Executive Officer or Chief Financial Officer.  In addition, in accordance with Moto policy, Moto shall reimburse Adler for travel and related expenses incurred in connection with his travel to meetings of the Board of Directors of Moto.  Except as specifically set forth in this Agreement, Moto shall have no obligation to pay any other expenses for Adler.

7.	Death or Incapacity.  In the event of Adler's death or incapacity such that he is unable to perform his obligations under this Agreement, this Agreement shall terminate immediately. 

8.	Independent Contractor.  Adler shall for all purposes be considered an independent contractor and shall not, in his performance of his obligations under this Agreement, hold himself out as an employee of Moto.  He shall have no authority to bind Moto and shall not hold himself out as having the authority to bind Moto.  As an independent contractor, Adler shall be responsible for all taxes and related expenses relating to his performance under this Agreement except as otherwise provided in this Agreement.  

9.	Covenants.  

9.1	Adler acknowledges that he will have access to confidential and proprietary information belonging to Moto ("the Information") and/or its franchises, the disclosure of which would injure Moto and/or its franchisees.  The Information may be written, verbal, or in electronic form.  Adler shall at all times treat the Information as confidential and shall use all reasonable efforts to maintain the Information as secret and confidential.  Except as may be necessary in connection with his performance under this Agreement, Adler shall not at any time copy, duplicate, record, or otherwise reproduce the Information, in whole or in part.  Adler shall not make the Information available in any manner whatsoever to any unauthorized person.  Adler shall keep no copy of any Information provided to him and shall return all written and electronic forms of Information to Moto upon termination of this Agreement, except as Adler may need in the performance of his duties as a director of Moto and/or to comply with any requirement of law.

9.2	Adler shall not, during the term of this Agreement or thereafter, communicate, divulge, or use for the benefit of himself or of any other person, persons, partnership, association, or corporation any of the Information which may be communicated to Adler or of which Adler may be apprised, by virtue of his performance under this Agreement.  Any and all Information shall be deemed confidential for purposes of this Agreement, except information which Adler can demonstrate came to his attention prior to its disclosure by Moto or which, at or after the time of disclosure by Moto to Adler, had become or becomes publicly known by way of publication or communication by others.

 

9.3	Adler acknowledges that Moto's activities are international in scope.  Adler therefore covenants that, during the Term of this Agreement and for a period of two (2) years following the Term, Adler will not, directly or indirectly, engage or be interested (as principal, agent, manager, employee, consultant, owner, partner, officer, director, stockholder, trustee or otherwise) in any entity engaged in a business which (a) competes in a material manner with Moto and/or any Moto franchisee within a three mile radius of any business location of Moto or any of its subsidiaries, affiliates, or franchisees,  (b) which, on a national or regional basis, is a major competitor of Moto and/or its franchisees, and/or (c) which offers a photofinishing or portraiture franchise. This Section 9.3 shall not apply to ownership by Adler of less than two percent (2%) of the outstanding voting stock of any publicly-held corporation, or of any interest in a MotoPhoto(R) franchise.

9.3.1	Notwithstanding the provisions of Section 9.3, if Moto fails, for a period of six (6) months, to pay Adler the compensation due under Section 3 of this Agreement, then the post-termination period of the covenant against competition set forth in Section 9.3 shall apply for only one (1) year after this Agreement terminates unless Moto shall have cured the default before the Agreement terminates.

9.4	Adler acknowledges that his breach of any of the terms of this Section 9 will cause Moto and/or its franchisees irreparable injury for which no adequate remedy at law may be available.  Accordingly, Adler consents to the issuance of an injunction, without the posting of a bond by Moto, prohibiting any conduct by Adler in violation of the terms of this Section 9 and/or any other equitable remedy from a court of competent jurisdiction as may be necessary or appropriate to prevent or curtail any such breach, threatened or actual.  Adler submits to personal jurisdiction of the Common Pleas Court of Montgomery County, Ohio.  These equitable remedies are in addition to and without prejudice to such other rights as Moto may have at law or in equity. 

10.	Arbitration.  Except as may otherwise be provided in this Agreement with respect to Moto's right to seek injunctive relief, all disputes between the parties arising out of or related to this Agreement, and/or the making performance, breach, interpretation, or termination of this Agreement, shall be finally settled by arbitration pursuant to the then-prevailing commercial Arbitration Rules of the American Arbitration Association or any successor to the American Arbitration Association.  Any award of the arbitrator(s) shall be in writing.  The prevailing party shall be entitled to recover its expenses, including reasonable attorneys' fees, in addition to any other relief to which it is found entitled.  All arbitration proceedings shall take place in Dayton, Ohio.  The arbitration award shall be binding upon the parties and may be entered and enforced in any court of competent jurisdiction.

11.	Entire Agreement; Modification.  This Agreement represents the entire agreement of the parties concerning its subject matter, no other representations having induced the parties to enter into it.  The parties acknowledge that the terms of compensation approved for Adler by Moto's Board of Directors have been modified within the parameters established by the Board and that this Agreement supersedes any prior understandings between the parties concerning its subject matter.  No waiver, amendment or modification of any provision of this Agreement will be effective unless it is in writing and signed by the party against whom such waiver, amendment or modification is sought to be enforced. 

12.	Captions.  All captions in this Agreement are intended solely for the convenience of the parties and shall not be construed to affect the meaning or construction of any provision of this Agreement.

13.	Counterparts.  This Agreement may be executed in multiple copies, each of which shall be deemed an original document, and all of which, taken together, shall constitute one and the same instrument.

14.	Notices:  All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, or by courier, or mailed certified mail, return receipt requested, to the respective parties at the addresses set forth below or at such other address as such party shall specify to the other party in writing:

	If to Moto:	Chief Executive Officer 

			Moto Photo, Inc.

			4444 Lake Center Drive

			Dayton, Ohio  45426

	If to Adler:	Michael F. Adler 

			5464 Sherfield Drive

			Dayton, Ohio  45426

	Notices shall be deemed to have been received as follows, regardless of whether delivery is refused:  by personal delivery--at the time of delivery; by courier--on the date scheduled for delivery according to the written instructions given to the courier; and by certified mail--three days after the date of mailing.

	The parties have executed this Agreement as of the date first set forth above.

					"Adler"

 

										
					Michael F. Adler 

 

 

(Signatures continued on next page)

 

					"MOTO"

					MOTO PHOTO, INC.

 

					By						
					Name:	Lawrence P. Destro			
					Title:	President and Chief Executive Officer
						
**AMENDMENT

 **
	This Amendment is made as of the 28th day of December, 2001, by and between Moto Photo, Inc. ("Moto") and Michael F. Adler ("Adler") to the Agreement for Consulting Services dated as of December 21, 2001 ("the Consulting Agreement") between Moto and Adler.

	The parties agree as follows:

1.	Section 9.3.1 of the Consulting Agreement shall be deleted in its entirety and the following shall be substituted in its place:

9.3.1	Notwithstanding the provisions of Section 9.3, if Moto fails, for a period of six (6) months, to pay Adler the compensation due under Section 3 of this Agreement, to pay the amounts due under Sections 1 and/or 2 of the Compensation Agreement for Past Services ("the Compensation Agreement") between Moto and Adler of even date with this Agreement, and/or to pay the health insurance premiums as set forth in Section 3 of the Compensation Agreement, Adler shall have the right to terminate this Agreement upon ten days written notice to Moto but shall then have no further rights under this Agreement except for the right to collect compensation earned before the date of termination of this Agreement.  In such case, the post-termination period of the covenant against competition set forth in Section 9.3 shall apply for only one (1) year after this Agreement terminates unless Moto shall have cured the default before this Agreement terminates. 

2.	Except as modified by this Amendment, the Consulting Agreement is hereby affirmed.

3.	This Amendment may be executed in multiple copies, each of which shall be deemed an original document, and all of which, taken together, shall constitute one instrument.

						

 

												
						Michael F. Adler, an individual

						MOTO PHOTO, INC.

 

 

						By						
						Name:	Linda I. Kramer			
						Title:	Vice President - Human Resources