EXHIBIT 10.5


                            THE OHIO STATE UNIVERSITY
                           STANDARD LICENSE AGREEMENT

THIS  AGREEMENT is by and between The Ohio State  University,  1100 Kinnear Road
Suite 210,  Columbus  Ohio  43212-1152,  on behalf of its Office of  Trademark &
Licensing Services (Licensor) and Power Photo Kiosk, Inc. 426 Century Lane Suite
100 Holland MI 49423 (Licensee)

WITNESSETH:

WHEREAS,  the Licensor is the owner of all rights,  title and interest in and to
certain designations  comprising designs, trade names,  trademarks,  and service
marks,  including,  without limitation,  the designations depicted on the camera
ready  sheets  of  licensed  marks  and  other  designs,   seals,   and  symbols
(hereinafter  collectively referred to as "Licensed marks"),  which have come to
be associated  with The Ohio State  University and which will be provided to the
Licensee with a fully executed copy of this license agreement;

WHEREAS the Licensor  warrants that the Licensed  Marks have been  registered in
the  United  States  Patent and  Trademark  Office and or with the Office of the
Secretary of the State of Ohio in the name of The Ohio State University;

WHEREAS,  the  Licensee  desires a  non-exclusive  right and  license to use the
Licensed Marks in connection with advertising its products and services;

NOW,  THEREFORE,  in  consideration  of  the  mutual  promises,   covenants  and
conditions herein contained, the parties agree as follows:

1. GRANT

The Licensor  grants to the Licensee a License to use the Licensed  Marks solely
on and in association with the manufacture, advertising, promotion, distribution
and sale of the  Licensed  Products  set  forth in  Schedule  A.  Schedule  A is
incorporated  by  reference  as a  part  of  this  Agreement.  This  License  is
non-exclusive, non- transferable, non-assignable, and without the right to grant
sub-licenses.

2. TERM

 This  Agreement  shall  commence  upon its execution and shall run for the term
recited in Schedule A, unless sooner terminated  pursuant to a provision of this
Agreement.

3. ROYALTY PROVISIONS

(a) The Licensee shall pay the Licensor a Royalty percentage as described on the
Schedule  A of this  Agreement.  The  Royalty  shall be  based  on the  Licensed
Products'  "Net Sales  Price," as defined  below.  In  calculating  the  Royalty
payment, the following formula shall be used.

     Amount sold or distributed) less returns actually  credited)  multiplied by
     the Net Sales Price multiplied by the current royalty percentage equals the
     Royalty.

(b) The Net Sales Price  shall mean the  Licensee's  usual  gross  sales  price,
including the cost of the royalty,  less quantity discounts.  In calculating the
Net Sales Price, the following formula shall be used:

     Usual gross sales price  (increased  by the current  royalty  percentage to
     include the royalty)  minus any discount for quantity  equals the Net Sales
     Price.

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No other further deductions shall be taken for any other discounts, commissions,
uncollectable accounts, taxes, fees, or expenses of any kind.

(c) Licensee shall make its Royalty Payment in United States Dollars (calculated
at the then current rate of exchange).  Licensee shall send its Royalty  Payment
to  Licensor  within 30 days  after the end of each  calendar  quarter  (or each
month,  if so specified in Schedule A). The Royalty  Payment  shall  include the
Royalty  attributable  to all  Licensed  Products  that  the  Licensee  sold  or
distributed during the quarter (or month, if payment is due monthly).

(d) At the time this  Agreement  is  executed,  Licensee  shall pay  Licensor  a
nonrefundable  advance  against  Royalties as described in Schedule A.  Licensor
need not credit this rights fee against any Royalty payments.

(e) Licensor  reserves the right to change  Royalty Rate by giving  Licensee six
(6) months prior written notice.

4. STATEMENTS AND PAYMENTS

(a) The Licensee  shall provide the Licensor,  within thirty (30) days after the
end of each calendar quarter, a complete and accurate statement of its net sales
of Licensed Products during the quarter, regardless of whether any sale activity
has occurred.  The statement  must include,  but is not limited to,  information
about  who  the  Licensee  sold  or  distributed  to,  as  well  as the  number,
description, gross sale price, discounts given, and returns actually credited of
the Licensed Products.  If the Licensee pays on a monthly basis,  Licensee shall
provide such reports monthly.

(b) The Licensee shall pay any amounts due to the Licensor  simultaneously  with
the submission of the quarterly or monthly statement.

(C)  Interest  at a rate of one and  one-half  percent (1 1/2%) per month  shall
accrue on any amount due to the Licensor from the date upon which the payment is
due until the date the Licensor receives payment.

5. COMPLIANCE REVIEW

(a) The  Licensee  shall keep  accurate  books of  accounts  and  records at its
principal place of business covering all transactions  relating to this License.
The Licensee  shall retain such books and records for at least five (5) years or
until  the  Licensor  reviews  them and  releases  a final  report.  After  this
Agreement  terminates,  the Licensee shall retain such books and records for two
(2) years.

(b) The Licensor or its duly authorized representatives shall have the right, at
all  reasonable  hours of the day, to review and make  copies of the  Licensee's
books of  accounts  and records and all the its other  documents  and  materials
relating to the  subject  matter and terms of this  Agreement.  This right shall
continue for two (2) years following the Agreement's termination.

(c) In the event that any such  compliance  review reveals that the Licensee has
underpaid,  the Licensee shall  immediately  remit payment of that deficiency to
the Licensor,  plus interest  calculated at the rate of one and one-half percent
(1 1/2%) per month from the date such payment(s) was actually due until the date
when such payment(s) is actually made.

(d) In the event that a  compliance  review shows an  underpayment  greater than
$500.00 for any royalty  period,  the Licensee shall  reimburse the Licensor for
costs and expenses of such review, including, but not limited to, any accounting
or legal fees.


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6. QUALTIY, NOTICES, APPROVALS AND SAMPLES

(a) The Licensee may not manufacture,  sell, promote, or distribute and Licensed
Product until it has obtained the requisite written approvals from the Licensor.
It is within the Licensor's sole discretion to grant or withhold any approval.

(b) The Licensee must obtain the Licensor's approval at the following stages:

     (i)  Before the Licensee  commences  marketing or  manufacturing a proposed
          licensed Product,  the Licensee must submit (at its own cost) complete
          layouts  and  descriptions  to the  Licensor,  showing all artwork and
          exactly  where and how the Licensed  Marks will be used.  The Licensee
          must do so even as to artwork that the Licensor previously approved on
          a different Licensed Product. The Licensee may begin manufacturing the
          Licensed  Product only if the Licensor  gives its written  approval to
          these layouts and  descriptions.  If the Licensee  fails to obtain the
          Licensor's approval,  use of the unapproved artwork shall constitute a
          material   breach  of  this  Agreement  and  an  infringement  on  the
          Licensor's trademark.

     (ii) Before the Licensee  begins to distribute  the Licensed  Product,  the
          Licensee must submit (at its own cost) one set of  production  samples
          of the  Licensed  Product.  The Licensee  may begin  distributing  the
          Licensed  Product only if the Licensor  gives its written  approval to
          this set of production samples.

(c) After the Licensor approves the production  samples,  the Licensee shall not
depart from them in any respect without first  obtaining the Licensor's  express
written approval, following the procedure described in paragraph (b) above.

(d) The Licensee shall obtain the Licensor's  prior written approval in order to
have the  Licensed  Product,  or any  aspect  of it,  manufactured  in a foreign
country.

(e) The Licensee shall obtain the Licensor's  prior written approval in order to
use any Licensed Mark in conjunction  with a trademark of another  entity.  As a
condition of such use, the Licensor may change the Royalty percentage.

(f) To assure that the Licensee is adhering to this Agreement's provisions,  the
Licensor or its  designees  may enter the  Licensee's  premises and the premises
where the Licensed Products are being manufactured during regular business hours
without  notice,  or upon 24-hours  notice,  for the purpose of  inspecting  the
Licensed

Products.

(g) If the Licensor  determines that the Licensee has failed to meet or maintain
the  requisite  quality  standards  as  to  manufacture,   sale,  promotion,  or
distribution of any Licensed  Products,  then the Licensor may send the Licensee
written notice to discontinue.  Upon receipt of this notice,  the Licensee shall
immediately  discontinue  any  and  all  manufacture,  sale,  promotion,  and/or
distribution that Licensor identified as substandard.

7. IDENTIFYING LABELS

(a) Every  individual  Licensed  Product must display the Licensee's name. It is
sufficient for the Licensee to display its name on a garment label, hanging tag,
or stick-on label.  Every  individual  Licensed Product must bear the Collegiate
Licensed Product label in accordance with the Independent Labeling Program.


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(b) If the Licensee  fails to display its name on every  Licensed  Product,  the
Licensor or its designee may seize any and all noncomplying  Licensed  Products,
and the Licensor shall have no liability for doing so. In addition, the Licensor
may terminate this Agreement by giving the Licensee written notice of its intent
to do so.


8. ARTWORK

(a) The  Licensee  shall not  register  or  copyright,  attempt to  register  or
copyright,  or  represent  that  it has  registered  or  copyrighted  any of the
Licensor's  Licensed  Marks.  The Licensee may,  however,  copyright  artwork or
designs entirely separate and independent of Licensor's Licensed Marks.

(b) All other artwork, designs, Trademarks, or any reproductions thereof, shall,
not  withstanding  their  invention  or use by the  Licensee,  be and remain the
property  of the  property  of the  Licensor,  who shall be entitled to use them
subject to the provisions of this Agreement.

(c) The Licensee may only use the symbol (R) in connection  with Licensed  Marks
actually registered.  The Licensee may use the symbol TM with all other Licensed
Marks.

9. OWNERSHIP OF RIGHTS

(a) The  Licensor  is the sole and  exclusive  owner of all  rights,  title  and
interest in and to the  Licensed  Marks and nothing in this  Agreement  shall be
construed as an assignment to the Licensee of any such right, title or interest.

(b) Licensee recognizes that Licensor may already have entered into, and may, in
the future,  enter into license agreements with respect to the Licensed Marks or
products which are similar to or fall into the same general product  category as
one or more of the Licensed  Products.  The Licensee expressly concedes that the
existence of such  licenses  does not and shall not  constitute a breach of this
Agreement.

(c) The  Licensee  shall not use the  Licensed  Marks other than as permitted in
this Agreement. In particular, the Licensee shall not incorporate the Licensor's
name of Licensed  Marks in the  Licensee's  corporate  or  business  name in any
manner whatsoever.

Also, the Licensee  shall in no way represent  that it has any rights,  title or
interest in the Licensed  Marks other than those  expressly  granted  under this
Agreement.

(d) The Licensee  shall not use or authorize  the use of, either during or after
the Term of this Agreement, any configuration,  trademark,  trade name, or other
designation confusingly similar to the Licensor's Name or Licensed Marks.

(e) During the Term of this  Agreement and  thereafter,  the Licensee  shall not
contest or otherwise  challenge or attack the Licensor's  rights in the Licensed
Marks or the validity of the License granted herein.

10. GOODWILL AND PROMOTIONAL VALUE

(a) The Licensee acknowledges that the Licensed Marks and al accompanying rights
and goodwill belong exclusively to the Licensor.

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(b) The Licensee  acknowledges that the Licensor is entering into this Agreement
not  only in  consideration  of the  royalties  to be  paid,  but  also  for the
promotional   value  of  the  Licensee's   manufacture,   sale,   promotion  and
distribution of the Licensed  Product.  Accordingly,  the Licensee  acknowledges
that its failure to fulfill its  obligations  as to quality and otherwise  under
this Agreement will result in immediate and irreparable  damages to the Licensor
in connection with promotion of the Licensed  Marks,  and that the Licensor will
have no adequate remedy at law.

(c) The Licensee  therefore  agrees,  that if it breaches this  Agreement,  that
Licensor,  in addition  to all other  remedies  available,  shall be entitled to
injunctive relief against any such breach.


11. TRADEMARK, PATENT AND COPYRIGHT PROTECTION

The Licensee  agrees to cooperate  with the Licensor in protecting and defending
the Licensed  Marks.  In the event that any claim or problem arises with respect
to the protection of the Licensed Marks,  the Licensee shall promptly advise the
Licensor in writing of the nature and extent of the problem.

12. INFRINGEMENTS

(a) The Licensee  agrees to notify the Licensor in writing of any  infringements
or  limitations  by third  parties of the  Licensed  Marks which may come to the
Licensee's  attention.  The  Licensor  shall  have the sole  right to  determine
whether  or not to take  any  action  on  account  of any such  infringement  or
imitation.

(b) With respect to all claims and suits, the Licensor shall have the sole right
to employ  counsel of its choosing and to direct the handling of the  litigation
and any settlement  thereof.  The Licensor is entitled to all amounts awarded as
damages, profits, or otherwise in connection with any such suits.

13. INDEMNIFICATION

The Licensee hereby agrees to defend, indemnify, and hold harmless the Licensor,
its Board of Trustees,  officers,  employees,  agents, and/or any of its related
entities against any and all expenses,  claims,  demands,  causes of action, and
judgments  arising  out  of  Licensee's   design,   manufacture,   distribution,
promotion,  or sale of the Licensed Products.  The Licensee agrees to defend and
hold harmless the Licensor, its Board of Trustees, officers,  employees, agents,
and/or related entities at no cost or expense to them whatsoever including,  but
not limited to, paying their  attorney's  fees and court costs.  Licensor  shall
have the right to approve the counsel chosen to defend Licensor.  Licensor shall
also have the right to approve any settlement.

The Ohio  Constitution  prohibits  the State form  lending  and aid or credit to
private parties.  The is referenced in Ohio Constitution Article VII, Section 4;
Ohio  Constitution  Article  VII,  Sections 1 through  3; and Ohio  Constitution
Section 22.

14. INSURANCE

(a) The  Licensee  shall,  throughout  the Term of this  Agreement,  obtain  and
maintain standard Product Liability Insurance (the "Policy") at its own cost and
expense from a qualified insurance company.

(b) The Policy shall provide protection against any and all claims, demands, and
causes of action  arising out of any  defects or failure to perform,  alleged or
otherwise,  of the Licensed Products or any material used in connection with the
Licensed Marks.

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(c) The Policy's amount of coverage shall be at least:

<TABLE>
<S>                                                           <C>
$2 million General Aggregate                                  $1 million Personal & Adv Injury
$2 million Products & Competed Operations Aggregate           $1 million Each Occurrence
$5,000 Medical Expense (Any One Person)                       $50,000 Fire Damage (Any One Fire)

Required limits Food and Products and/or High Risk Products:

$5 million General Aggregate                                  $1 million Personal & Adv Injury
$5 million Products & Completed Operations Aggregate          $5 million Each Occurrence
$5,000 Medical Expense (any One Person)                       $50,000 Fire Damage (Any One Fire)
</TABLE>

The Policy must be primary over any other collectible insurance.

The Policy's deductible shall be no greater than five thousand dollars ($5,000),
unless Licensor agrees otherwise in writing.

(d) The Policy shall include The Ohio State University and its Board of Trustees
as an additional insured.

(e) The  Policy  shall  provide  that,  if it is to be  modified,  canceled,  or
terminated, the insurer shall give the Licensor thirty (30) days advance written
notice by Registered or Certified Mail.

(f) The Licensee  shall  furnish the Licensor  with a  certificate  of insurance
within thirty (30) days after execution of this Agreement. In no event shall the
Licensee  manufacture,  sell, promote, or distribute the Licensed Products prior
to the  Licensor's  receipt of the  certificate  of insurance.  However,  if the
Licensor  fails to demand or receive the  certificate,  the  Licensee's  duty to
obtain the requisite insurance shall not be affected or diminished in any way.

15. PREMIUMS AND PROMOTIONS

(a) The Licensor  shall have and retain the sole and  exclusive  right to use or
license  third parties to use any of the Licensed  Products in connection  with,
but not limited  to, any  premium,  giveaway,  mail  order,  in- theater  sales,
promotional  arrangement  or fan club.  The  Licensor  may  exercise  this right
concurrently with the rights Licensed to the Licensee hereunder.

16. ASSIGNABILITY AND SUB-LICENSING

(a) This  License is personal to the  Licensee  and shall not be assigned by the
Licensee  or by  operation  of law.  Licensee  shall  have no right to grant any
sub-license  without the Licensor's prior express written approval.  Any attempt
by the Licensee to arrange for manufacture by a third party or to sub-license or
assign to third  parties its rights  under this  Agreement  shall  constitute  a
material  breach of this  Agreement,  unless  Licensee has identified such third
party manufacturer and received prior written approval from Licensor to use such
third party manufacturer.

(b) The Licensor shall have the right to assign its rights and obligations under
this Agreement without the Licensee's approval.

17. TERMINATION

The  following  termination  rights are in  addition to the  termination  rights
provided elsewhere in this Agreement.

(a)  Immediate  Right of  Termination.  The  Licensor  shall  have the  right to
immediately terminate this Agreement by giving written notice to the Licensee if
the Licensee does any of the following:



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     (i)  Manufactures,  sells, promotes,  distributes, and/or uses, in any way,
          any Licensed  Product  without  having the  Licensor's  prior  written
          approval as provided in this  Agreement,  or continues to manufacture,
          sell promote,  distribute  and/or use in any way, any Licensed Product
          after the Licensee  receives notice from the Licensor  disapproving or
          withdrawing its approval;

     (ii) Files a  petition  in  bankruptcy  or is  adjudicate  as  bankrupt  or
          insolvent,  or makes an assignment  for the benefit or creditors or an
          arrangement  pursuant  to  any  bankruptcy  law,  or if  the  Licensee
          discontinues  its  business  or if a  receiver  is  appointed  for the
          Licensee or for the Licensee's business;

     (iii)Breaches any of the  conditions or  provisions  of this  Agreement and
          fails to correct such breach  within  Thirty (30) days after  Licensor
          has given Licensee notice to do so.

(b) Immediate Right to Terminate a Portion of this Agreement. The Licensor shall
have  the  right to  immediately  terminate  the  portion(s)  of this  Agreement
relating to any Licensed  Product(s) as to which the Licensee becomes subject to
any  governmental  agency's  recall  order.  This  provision  applies  to orders
recalling  any of the  Licensed  Products,  or their  promotional  or  packaging
material, because of safety, health, or other hazards or risks to the public.

(c) Right to  Termination  on Notice.  Either party may terminate this Agreement
without cause upon ninety (90) days written notice to the other party.

18. POST-TERMINATION AND EXPIRATION RIGHTS AND OBLIGATTIONS

(a) Upon termination or expiration of this Agreement,  notwithstanding  anything
to the contrary herein, all Royalties  outstanding on sales,  shipments,  and/or
distributions shall become immediately due and payable.

(b) If this  Agreement  is  terminated  under  Paragraphs  17(a) or  17(b),  the
Licensee and its receivers,  representatives,  trustees, agents, administrators,
successors or permitted  assigns,  shall have no further  right to  manufacture,
sell, promote or distribute Licensed Products.

(c) For sixty (60) days after  termination of this Agreement under any provision
other than  paragraph  17(a) or 17(b),  the  Licensee  may  dispose of  Licensed
Products  which are on hand or are in the process of  manufacture at the time it
receives  the  notice of  termination  or the Term  expires.  The same terms and
conditions agreed to in this Agreement shall govern this final sales period.

(d) After this  Agreement  terminates  or  expires,  all  rights  granted to the
Licensee shall forthwith revert to the Licensor,  either directly or indirectly,
in connection  with the  manufacture,  sale,  promotion,  or distribution of the
Licensee's products. The Licensee shall, at the Licensor's request, turn over to
the Licensor all art molds and the like used to manufacture the Licensed Marks.

(e) Within thirty (30) days after  termination or expiration of this  Agreement,
the Licensee shall deliver to the Licensor a statement indicating the number and
description of the Licensed  Products which it had on hand or was in the process
of  manufacturing  as of the  expiration or  termination  date. The Licensor may
conduct a physical  inventory  at any  reasonable  time in order to ascertain or
verify such statement.

(f) Following the expiration of any rights Licensee has under this Section,  the
Licensor  shall  have a sixty  (60) day option to  purchase,  at the  Licensee's
production  cost, all or any portion of goods bearing the Licensed Mark from the
Licensee's  inventory.  The  Licensor  shall be free to  dispose of any goods it
purchases.  The  Licensee  shall  donate the entire  remaining  inventory to the
charity designated by the Licensor.

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18. NOTICES

All notices or other communications to either party shall be in writing and sent
by Registered or Certified Mail,  return receipt  requested,  postage prepaid to
the addresses designated below.

If to Licensor:

The Ohio State University
Office of Trademark & Licensing Services
1100 Kinnear Rd. Suite 210
Columbus, OH 43212-1152

If to Licensee:

At the address  indicated on Schedule A or to most current  address  provided to
Licensor by Licensee.

Either  party may  change its  address by giving  notice in writing to the other
party.

20. RELATIONSHIP TO THE PARTIES

This Agreement does not create an employment agreement,  agency, partnership, or
joint  venture  between  the  parties  and the  Licensee  shall have no power to
obligate or bind the Licensor in any manner whatsoever.

21. APPLICABLE LAW AND DISPUTE

This Agreement  shall be governed by the laws of the State of Ohio and all legal
actions  shall be brought in a court of competent  jurisdiction  in the State of
Ohio.

22. CAPTIONS

The paragraph captions are for reference only and shall not be deemed to govern,
limit, modify or in any other manner affect the scope,  meaning or intent of the
provisions themselves.

23. WAIVER

(a) If either party waives any breach or default by the other party, such waiver
shall not constitute a waiver of any subsequent breach or default.

(b) If the  Licensor  resorts to any remedy or  remedies,  such resort shall not
limit the  Licensor's  right to resort to any and all other legal and  equitable
remedies that are available to it.

(c) The  Licensor's  failure to enforce any  provision  of this  Agreement or to
exercise any of its rights or remedies  shall not  constitute a waiver of any of
Licensor's other rights or any of Licensee's obligations.

24. SURVIVAL OF RIGHTS

Notwithstanding  anything to the  contrary,  all  Licensee's  obligations  shall
remain in full force and  effect,  even after this  Agreement's  termination  or
expiration,  until  discharged by  performance.  Any  accompanying  rights shall
remain in force until their expiration.


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25. SEVERABILITY

If any  term  or  provision  of  this  Agreement  is held  invalid,  illegal  or
unenforceable  in any respect,  such  validity,  illegality or  unenforceability
shall  not  affect  any  other  term  or  provision.  This  Agreement  shall  be
interpreted and construed as if the invalid,  illegal or  unenforceable  term or
provision (or portion), had never been contained herein.

26. INTEGRATION

This  Agreement  represents  the entire  understanding  between the parties with
respect  to  its  subject  matter.   This  agreement   supersedes  all  previous
representations,  understandings  or  agreements,  oral or written,  between the
parties  with respect to its subject  matter and cannot be modified  except by a
written instrument signed by all parties.

LICENSEE:  Power Photo Kiosk, Inc.

BY: /s/ R. Terry Cooke

TITLE: President & CEO

DATE: February 29, 2000




LICENSOR:  The Ohio State University

BY:  /s/ Richard A. Van Brimmer

TITLE:  Director, Trademark and
          Licensing Services

DATE:  March 14, 2000











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                                   SCHEDULE A

NAME:  Power Photo Kiosk, Inc.

ADDRESS: 426 Century Ln             Suite 100        Holland MI        49423

CONTACT:  Ron Thompson, President

PHONE: 606-395-0676                                  FAX: 606-395-2517

1. Licensed  Property:  The following Property of The Ohio State University will
be used on product(s) and form a part of this  agreement:  Identifying  Marks of
The Ohio State University in designs as approved by the University.


2. Licensed  Products:  The following  Licensed  Products,  samples of which are
enclosed  or have been sent under  separate  cover and which have been  approved
prior to production, form a part of this agreement: Photo Stickers

3. Term:  This Agreement  shall commence on the date executed by the Director of
the Office of Trademarks & Licensing  Services of The Ohio State  University and
shall extend for two years. Thereafter, this Agreement shall renew automatically
for  additional  one  (1)  year  renewal  terms  unless  terminated  earlier  in
accordance with section 17 herein.

4. Royalty Rate:  The Licensee  shall pay the Licensor  eight (8) percent of the
"net sales price" as defined in section 3 throughout the term of this Agreement.
Licensee shall send its Royalty Report and any earned  royalties  within 30 days
after the end of each calendar  quarter (or each month if so specified  herein).
Royalties are payable on all products listed in item (2) two above.

5. Fee: At the time this  Agreement  is executed by the  Licensee,  the Licensee
shall pay Licensor a nonrefundable  $500.00  advance  against  royalties for the
first year (first four full quarterly  reporting periods) of this Agreement with
an additional  $500.00 advance against royalties due for each subsequent year of
this  Agreement.  The Licensee  shall pay any amounts due or apply  royalties in
advance  simultaneously  with the  submission  of the  quarterly  statement  (or
monthly if so specified herein).

6.  Licensed  Territory:  The Licensed  Territory  shall be the United States of
America.

7.  Schedule A:  Schedule A is  incorporated  as part of this license  agreement
which is hereby fully executed on March 14, 2000


                    PRODUCT LIABILITY INSURANCE REQUIREMENTS

<TABLE>
<S>                                                         <C>
Name and address of Insurance carrier:                      The Ohio State University and Its Board of
CGU Insurance Co. Of Canada                                 Trustees shall be named as Additional
2206 Eglinton Ave. East                                     Insureds. (not acceptable as Certificate Holder
Scarborough, On M1L4S8 Cananda                              or Named Insured)


Power Photo & Integrated Kiosk                                Manufacturing Agreement

$2 Million General Aggregate                                  $1 Million Personal & Adv Injury
$2 Million Products & Completed Operations Aggregate          $1 Million Each Occurrence
$5,000 Medical Expenses (Any One Person)                      $50,000 Fire Damage (Any One Fire)

Required limits Food Products and/or High Risk Products:
$5 Million General Aggregate                                  $1 Million Personal & Adv Injury
$5 Million Products & Completed Operations Aggregate          $5 Million Each Occurrence
$5,000 Medical Expenses (Any One Person)                      $50,000 Fire Damage (Any One Fire)

Policy's deductible shall be greater than $5,000.
</TABLE>


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