EXHIBIT 10.1




October 27, 1998





Mr. Dick Rademaker
President and CEO
LRG
Licensing Resource Group
426 Century Lane, Suite 100
Holland, MI
49423

Dear Dick:

This letter sets forth the revised  agreement  between  Power Photo  Enterprises
Inc.  (PPE)  and  Licensing  Resource  Group  Inc.  (LRG)  -  collectively,  the
"Parties".  This agreement replaces all other letters and agreements between the
two parties and in  particular,  the March 16, 1998  correspondence  from LRG to
TPE, and the July 15th amendment from PPE to LRG.

1.0  LRG  understands  that Sony of Canada Ltd.  ("Sony") has developed a Retail
     Digital  Imaging  System,  currently  referred  to as  the  "Sticket"  (the
     "Technology"),  which  produces  an image of the  user  which is  digitally
     affixed  to stock  images  which  the  user  selects  in order to  create a
     customized keepsake ("Products").

2.0  PPE represents and warrants that Sony has granted PPE th non-exclusive  and
     assignable  right  to  design,  manufacture,   distribute  and  market  the
     Technology in the United  States of America.  LRG  represents  and warrants
     that they have  longstanding  expertise  in the USA college and  university
     (collectively,   "Universities")  fields  of  licensing,  distribution  and
     marketing of products,  trademarks,  copyrights  and related  services (the
     "Expertise").

     LRG as licensing agent
     ----------------------

3.1  PPE  hereby  grants  to LRG the  exclusive  right  execute  and  administer
     licenses in the Territory,  defined as the  Universities in the USA, during
     the Term (as defined  below) for use of the  Technology  on Products  which
     bear the Name, Trademark(s), and/or Logo(s) of the Universities.



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3.2  LRG shall have the exclusive  marketing  rights for the  Technology and the
     Products in the Territory. PPE retains all other rights. LRG shall have the
     exclusive  right to franchise  Universities  communities  and distribute to
     Universities'  bookstores  as  identified  in the National  Association  of
     College Stores ("NACS").

3.3  All Technology  licensing  agreements  with  Universities  in the Territory
     shall be  signed  by PPE or,  as PPE may  agree,  by LRG as agent  for PPE,
     provided  that  all  such  agreements  shall  be  in  form,  and  substance
     pre-approved by PPE, including payment by the Universities as determined by
     the Parties.

3.4  For all sales made by LRG in the Territory,  LRG shall receive a commission
     of $750 per  kiosk  payable  within  thirty  days of the  installation  and
     payment in full of each kiosk.

3.5  For the duration of each franchise agreement sold by LRG LRG will receive a
     royalty on each image  transaction  at each  kiosk.  This  royalty  will be
     calculated at 5(cent) per piece of media (Sony Sticket  photographic paper)
     on a  quarterly  basis,  with  payment  due 30 days  after  the end of each
     quarter.

     LRG as Distributor
     --------------------

4.0  LRG as Distributor.  LRG desires to become PPE's  exclusive  distributor in
     certain  defined  market  segments or  territories  in the United States of
     America. These market segments or territories are identified and defined in
     the attached  addendum to this  agreement.  Each  addendum  identifies  the
     market  segment/territory  and the associated marketing plan. The marketing
     plan outlines the expected sales volume,  sales  methodology and time lines
     agreed  upon by both LRG and  PPE.  These  marketing  plans  will  identify
     minimum performance criteria which will form the basis of LRG retaining the
     exclusive distribution rights to each identified market segment.

4.1  PPE will grant LRG the first right of refusal  regarding  the  expansion of
     LRG's exclusive  distribution  right to include new market segments.  These
     additional  market  segments  will  be  defined  and  become  part  of this
     agreement  by their  addition as addenda  from time to time as both parties
     agree.

4.2  For all sales made by LRG in the Territory,  LRG shall receive a commission
     of $750 on each kiosk sold payable  within thirty days of the  installation
     and payment in full of each kiosk.

4.3  On each sheet of paper media sold by PPE and used to complete a transaction
     at each kiosk in the territory or market segment defined in this agreement,
     LRG will receive a royalty on each image  transaction  at each kiosk.  This
     royalty  will be  calculated  at 5(cent) per piece of media  (Sony  Sticket
     photographic  paper) on a quarterly  basis,  with payment due 30 days after
     the end of each quarter.




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                                      - 3 -

5.0  LRG will receive a 5% equity position in Power Photo Enterprises Inc.

6.0  It is expected that variances to the general agreement will occur and these
     will be handled by the  parties in a way that is  conducive  to the overall
     sales objectives of PPE. Some general guidelines follow:

6.1  It is expected that LRG will use the services of other distributors, agents
     and sales reps to sell the kiosks. It is also anticipated that volume sales
     will require a discounted price structure. Sub-distributors,  agents, sales
     reps, etc. will be paid by LRG. PPE will provide a pricing  structure which
     will enable LRG to obtain  profit  margins  necessary to offset the cost of
     the  sub-distributors,  etc.  PPE will also  support  LRG's  sales  efforts
     through reduced pricing for volume orders or special market penetration.

7.0  Each  Party  shall have the  right,  exercisable  not more than once in any
     calendar year, during regular business hours, at such Party's sold cost and
     expense  unless an error of five percent (5%) or more is  discovered,  upon
     fifteen (15) days'  written  notice to the other Party,  at the place where
     the other Party  customarily  maintains  its books and records,  to inspect
     those books and records  which  pertain to the payments due to LRG pursuant
     to  Paragraph  3.4/3.5 and  4.2/4.3.  Any such audit shall be  conducted by
     representatives  of a firm  of  certified  public  accountants,  shall  not
     unreasonably  interfere  with  normal  course  of  business  and  shall  be
     completed  within a reasonable  period of time. Such Party shall furnish to
     the other Party a copy of such auditor's  report within ten (10) days after
     the completion of any such audit.

7.1      LRG's responsibilities will include:

     (a)  obtaining Product and art approval from the Universities and using its
          best reasonable business efforts to solicit Universities Agreements;

     (b)  remitting the proper royalties to participating Universities;

     (c)  developing  and  managing  special  promotions,  subject to good faith
          consultation with PPE;

     (d)  abiding by Sony' licensing  guidelines and code of ethics, as shall be
          provided to LRG from time to time;

     (e)  LRG will provide practical and consulting support to PPE in developing
          US sales agreements,  jurisdiction  approvals,  pricing structures and
          other information relative to the US market;

     (f)  LRG will develop a  Marketing/Business  Plan for the US as outlined in
          paragraph 6.1. LRG will also provide input and  information  regarding
          market trends and




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                                      - 4 -

          competitive  activity and  participate  in a meaningful way in monthly
          planning and review  meetings  initially,  then  evolving to quarterly
          meetings in the longer term;

     (g)  LRG will support PPE's production,  planning and inventory procurement
          activities   by   providing   sales   information   (firm;   forecast;
          projections)  in a format and timeframe  mutually  agreed upon by both
          parties.

7.2  LRG  hereby   undertakes  to  indemnify  and  hold  PPE,  Sony,  and  their
     representatives,  employees, shareholders, directors, licensees and assigns
     harmless on demand from and  against any and all loss,  expense,  liability
     and damage  suffered or incurred by any of them as a result of LRG's actual
     breach of the foregoing or this Agreement.

8.0  Each sales  agreement  will outline PPE's  commitment to provide  warranty,
     extended  warranty,  preventative  and  remedial  maintenance  and  ongoing
     maintenance  support for kiosks (that is,  freestanding  booths) sold.  PPE
     will also be responsible for supplying paper,  operating software and image
     packages.

     PPE  will  provide  LRG  with  liability   insurance  in  accordance   with
     Universities  policy  and  include  the  Universities  & LRG as  additional
     insureds

8.1  PPE will provide to LRG quarterly  payments.  PPE will also be  responsible
     for paying advances against royalties to LRG on behalf of the Universities,
     in accordance with the advance policy of the individual Universities, which
     policy shall be disclosed  and approved by PPE prior to  conclusion  of the
     applicable Universities Agreement.

8.2  PPE hereby  undertakes to indemnify  and hold LRG and its  representatives,
     employees,  shareholders,  directors,  licensees,  sublicenses  and assigns
     harmless on demand from and  against any and all loss,  expense,  liability
     and damage  suffered or incurred by any of them as a result of PPE's actual
     breach of this Agreement.

9.0  Subject  to the term of the  rights  that  Sony has  granted  to PPE,  this
     Agreement will continue  until and including  June 30, 2003 ("Term"),  with
     automatic  extensions  of five (5) year  terms,  unless  written  notice of
     termination  is given by either  party one (1) year  before  the end of the
     Term or any extension thereof.

1.10 This Agreement  does not create a partnership or joint venture  between the
     Parties, nor does it make either Party an agent (except as herein expressly
     provided)  or  employee  of the  other.  The  Parties  agree  that they are
     independent contractors.

10.1 Subject to written pre-approval of PPE not to be unreasonably withheld, LRG
     may perform its  obligations  and  exercise  its rights  hereunder  through
     independent  representatives,  sub- licensees,  or through organizations of
     its choice, but LRG shall





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     remain principally liable for performance of its obligations hereunder. LRG
     acknowledges  that PPE may perform its  obligations and exercise its rights
     hereunder through franchisees,  but PPE shall remain principally liable for
     performance of its obligations hereunder.

11.0 The Parties  will amend this  Agreement  as is necessary an is agreed to by
     the Parties.



This letter,  when accepted by PPE below,  will  constitute a binding  agreement
between the Parties,  enforceable  in  accordance  with the laws of the State of
Michigan.  If the foregoing  accurately reflects our agreement,  kindly date and
sign below and return an accepted  counterpart to us by fax; originals will then
follow by mail.

Yours very truly,



/s/ Ron Thompson
Ron Thompson
President
Power Photo Enterprises Inc.


Agreed to and accepted by:

Licensing Resource Group

/s/Dick Rademaker
-------------------------
Dick Rademaker
President and CEO

11-9-98
Date