EXHIBIT 10.3

                     MASTER MERCHANDISING LICENSE AGREEMENT


     This  agreement  ("Agreement")  is made as of September  15, 1999,  between
Universal Studios Licensing,  Inc.  ("Universal"),  with its principal office at
100 Universal City Plaza,  Building  509/15,  Universal City,  California  91608
(Attn:  Senior Vice  President,  Legal and  Business  Affairs),  and Power Photo
Kiosks,  Inc.,  Licensee"),  with its principal  office at 181 Whitehall  Drive,
Markham, Ontario, Canada L3R 9T1 (Attn: President).

     1.  UNVERSAL  PROPERTY:  The  "Universal  Property"  is,  individually  and
collectively,  those certain  theatrical  motion pictures,  television  programs
and/or Characters set forth on the Schedule(s)  attached hereto and incorporated
herein by this reference (the "Schedule(s)").  Unless otherwise specifically set
forth  herein,  "Character"  shall  mean the name,  title,  voice  and  likeness
(namely,  the  design,  representation,  icon,  costume,  make-up,  accessories,
traits,  mannerisms and image)  created,  owned or controlled by Universal,  its
parent and/or any of its or their  subsidiaries,  affiliates or licensors (each,
including  Universal,  a "Universal  Entity" and all collectively the "Universal
Entities").

     2.  LICENSE:  Pursuant  to the  terms  and  conditions  of this  Agreement,
Universal   grants  to  Licensee,   and  Licensee  takes  from  Universal,   the
non-transferable,  non-assignable  right to use the Licensed  Property solely in
connection with the manufacture of the Licensed  Article(s) and the distribution
and sale of the Licensed  Article(s)  and for  Advertising  and Promotion in the
License Territory during the License Term ("License").

     3. LICENSED PROPERTY:  The "Licensed  Property" is the tide and logo (e.g.,
Character(s),  artwork)  and  such  other  elements  of the  Universal  Property
supplied to Licensee by Universal.

     4.  LICENSED  ARTICLE(S):  The  "Licensed  Article(s)"  consists  of  those
articles set forth on the Schedule(s)  which display,  embody or make use of the
Licensed Property and all collateral materials,  including,  without limitation,
tags, packaging, packing inserts, wrapping and labeling ("Packaging"),  produced
by or for  Licensee,  subject  to  Approval  and any  restrictions  herein,  for
distribution  and sale by Licensee in the License  Territory  during the License
Term.

     5. ADVANCE:  Licensee shall pay Universal,  in each case, a non-refundable,
non-returnable  advance against Royalties in the amount of United States Dollars
set forth on the applicable Schedule(s)  ("Advance"),  which amount shall be due
and payable upon execution of the applicable Schedule(s) and payment of which is
a condition precedent to the License.

     6.  GUARANTEE:  Licensee  guarantees that it shall pay the amount of United
States Dollars set forth on the applicable Schedule(s) ("Guarantee"),  less only
the Advance and/or Royalty  payments  specified  thereon which have already been
paid,  subject to  acceleration  as set forth herein,  no later than: (a) thirty
(30) days after the  expiration of the License Term or upon such earlier date as
may be set forth on such  Schedule(s);  or (b) five (5) days  after the  earlier
termination of this Agreement.





<PAGE>



     7. ROYALTY:  Licensee shall pay Universal a "Royalty" of the percentage set
forth on the applicable Schedule(s) of one hundred percent (100%) of the Royalty
Base Price for all Licensed Article(s) sold, less only actual cash and/or credit
returns for  defective  merchandise.  The "Royalty  Base Price" is defined as no
less than Licensee's regular, full,  "top-of-the-line",  in- territory delivered
wholesale price without  deduction of any sort whatsoever.  Licensee agrees that
it shall  invoice  each  Licensed  Article  sold  and  shall  sell the  Licensed
Article(s) solely on a cash or credit basis (with credit deemed the same as cash
for  purposes  hereof).  Without  limiting  the  foregoing,  Licensee  shall not
distribute the Licensed  Article(s)  without charge,  on any so-called  "barter"
basis,  as a give-away,  by special sale, as a premium of any kind or as a prize
or attraction  as part of any  fund-raiser,  in connection  with any bundling or
sampling  arrangement,  contest or lottery without Approval.  Licensee shall not
sell and ship Licensed  Article(s)  "FOB"  (freight on board) unless it verifies
the actual  cost of  shipping  and  insurance  and adds such amount to the price
before  computing  and paying  the  Royalty  to  Universal  or unless a separate
Royalty  rate is  specified  in the  applicable  Schedule.  The  amount  paid to
Universal as a Royalty on any sale to other licensees of any Universal Entity or
to  Universal's or Licensee's  parent,  subsidiaries  or affiliates  shall in no
event  be less  than the  amounts  paid on sales to  customers  not  related  to
Licensee or Universal.  Royalties shall not be payable on samples required to be
provided to Universal hereunder.

     8. LICENSE TERM:  The "License  Term" shall  commence as of the date of the
Schedule(s)  and shall  continue  until  the date or for the  period of time set
forth on the  Schedule(s),  unless  terminated  earlier as provided herein or by
operation of Law.

     9. LICENSE TERRITORY AND LANGUAGE:

          (a)  Licensee's  rights  herein  shall  be  limited  to  the  right  t
     manufacture,  distribute and sell the Licensed Article(s), and to engage in
     Advertising and Promotion, solely in the License Territory specified on the
     applicable  Schedule(s) in the English  language or such other  language(s)
     set forth thereon  ("License  Territory");  provided that Licensee shall be
     permitted to  manufacture  the Licensed  Article(s)  outside of the License
     Territory for distribution and sale within the License Territory only.

          (b) Licensee  shall not, nor shall it  authorize  others to,  solicit,
     advertise,   distribute,  sell,  use  or  otherwise  exploit  the  Licensed
     Article(s) in any other  territory.  Licensee  shall not knowingly sell the
     Licensed  Article(s) to customers  who sell the Licensed  Article(s) in any
     geographic area outside the License  Territory.  Licensee shall not fulfill
     orders from outside the License  Territory  unless required to do so by law
     established by any government with applicable  jurisdiction,  in which case
     Licensee  shall  promptly  notify  Universal  in writing  of the  order(s),
     providing Universal with full details thereof.






                                      - 2 -

<PAGE>



     10. EXCLUSIVITY: This License shall be non-exclusive.

     11.  ADVERTISING  AND  PROMOTION:  Licensee shall have the right to use the
Licensed  Property  to  market,  advertise  and  promote  for sale the  Licensed
Article(s)  during the License Term in the License  Territory  ("Advertising mid
Promotion").  Licensee  shall not state or imply  that any  Universal  Entity or
Character,  or any  actor  performing  in or  person  related  to the  Universal
Property or the Licensed  Property,  endorses the Licensee,  its products and/or
services or the Licensed Article(s).

     12. DUTY TO EXPLOIT LICENSE: Licensee shall: (a) us its best efforts during
the  License  Term  (i) to  manufacture  the  Licensed  Article(s);  and (ii) to
distribute  and sell the  Licensed  Article(s)  and  engage in  Advertising  and
Promotion in the License  Territory;  (b) commence  Advertising and Promotion of
the Licensed Article(s) in the License Territory on the Marketing Date set forth
on the applicable Schedule(s); and (c) ship the Licensed Article(s) and make the
Licensed  Article(s)  available for sale throughout the License Territory on the
Shipping Date set forth on the applicable Schedule.

     13. FREE COPIES,  PURCHASED COPIES: Licensee shall, at its expense, ship to
Universal,  at the address set forth  above,  thirty (30) free copies of each of
the Licensed Article(s). The Universal Entities shall have the right to purchase
additional  copies  of  each  of the  Licensed  Article(s)  at  Licensee's  most
favorable discounted price.

     14. NO  DEDUCTIONS:  Licensee shall pay all amounts due Universal in United
States Dollars at the then-applicable  exchange rate. Except as specified in the
Royalty  Paragraph  herein, no deduction shall be made for any reason including,
without limitation, expenses related to currency exchange or transmission or for
cash or other  discounts,  uncollectible  accounts or for costs incurred in tile
development, design, manufacture,  distribution, sale, Advertising and Promotion
or exploitation of the Licensed  Article(s).  All taxes, levies or other charges
imposed in the License Territory in connection with the rights granted hereunder
shall be paid by Licensee,  and no deductions for such taxes,  levies or charges
shall be made from amounts due Universal herein.

     15. ROYALTY STATEMENTS AND PAYMENTS:

          (a) For purposes of measuring and computing  Royalty payments Advances
     and/or  Royalties  paid in respect to the Licensed  Article(s) set forth on
     any one Schedule  shall not be deducted from or offset  against the Advance
     and/or Royalty payments for the Licensed Article(s) on any other Schedule.

          (b)  Licensee  shall,  within  thirty  (30)  days  of the  end of each
     calendar  quarter (March 31, June 30,  September 30 and December 31 of each
     year), commencing with the first full calendar quarter following Licensee's
     execution of this Agreement and continuing  until a final  Certification of
     Wind-Up is delivered,  furnish Universal complete statements,  certified to
     be accurate by an authorized  representative  of Licensee,  specifying  the
     License Territory, a description of the Licensed Article(s),  a description
     of the Licensed Property used therein or


                                      - 3 -


<PAGE>






     thereon (including,  without  limitation,  any and all names and likenesses
     from the Licensed  Property  which appear in or on the Licensed  Article(s)
     (including,  without  limitation,  any Packaging)  and/or  Advertising  and
     Promotion),   the  amount  due  Universal  and  the  following   additional
     information  cross-referenced  against the applicable "sku" number(s);  the
     wholesale  price,  invoice  price,  quantity  invoiced,  Royalty  rate  and
     deductions  for actual  cash and credit  returns of  defective  merchandise
     (including the amount and quantity related thereto) (" Royalty Statement(s)
     ").  The  amount   shown  to  be  payable  to   Universal   shall  be  paid
     simultaneously with the rendering of the respective Royalty Statement.

          (c) Interest, compounded monthly, at the rate of one percent (1 %) per
     month  (or if not  legally  permissible,  then at the  then  maximum  legal
     interest  rate) shall accrue on any amount due to Universal  from and after
     the date upon which said  payment is due until the date payment is actually
     received by  Universal.  Universal's  receipt or  acceptance of any Royalty
     Statement or Royalty payment pursuant to this Agreement (or the negotiating
     of any  check or draft  constituting  payment  of any  Royalty)  shall  not
     preclude any Universal Entity from  questioning the correctness  thereof at
     any time or exercising any of its rights related thereto. In the event that
     any  inconsistencies or mistakes are discovered in any Royalty Statement or
     Royalty payment, Licensee shall immediately rectify such inconsistencies or
     mistakes and shall pay the appropriate Royalty to Universal, if applicable.

          (d)  Within  thirty  (30) days from the end of the last full  calendar
     quarter  during  which  Licensee  is  authorized   herein  to  manufacture,
     distribute  and sell the Licensed  Article(s),  Licensee  shall  deliver to
     Universal a complete  statement,  certified to be accurate by an authorized
     representative  of Licensee,  detailing  (including  referencing  the "sku"
     number)  the  number  of  Licensed  Article(s)  manufactured,  distributed,
     invoiced  and sold by Licensee  and the actual  cash or credit  returns for
     defective  merchandise  received  by Licensee  during the License  Term and
     restating  and  summarizing  the contents of all prior  Royalty  Statements
     ("Certification of Wind-Up").

     16.  RECORDS AND AUDIT:  Licensee  shall  maintain and keep (at  Licensee's
principal  place of business and at its sole expense)  accurate books of account
and records  covering all matters and  transactions  relating to the License and
this Agreement.  Universal and its duly authorized  representative(s) shall have
the right,  upon  reasonable  notice and at all reasonable  hours of the day, to
examine  and copy and  otherwise  audit said books of  account,  records and all
other documents and materials in the possession or under the control of Licensee
with respect to the License and this Agreement. Licensee shall maintain and keep
all such books of account  and  records  available  for at least three (3) years
after expiration or earlier termination of this Agreement.  Licensee shall, upon
demand by Universal  but not more than once during the License  Term, at its own
expense,  furnish to any  Universal  Entity a detailed  statement  prepared  and
certified  by   Licensee's   Chief   Financial   Officer  or  other   authorized
representative  detailing  Royalties  and all  information  required  in Royalty
Statements.   If  any  audit  discloses  deficiencies,   said  amount  shall  be
immediately paid to Universal, and if any audit performed at Universal's expense
discloses  deficiencies  of five  percent  (5 %) or more of the total  amount of
Royalties due  Universal,  Licensee shall  reimburse  Universal for the costs of
such audit.


                                      - 4 -

<PAGE>



     17. CLEARANCE/RE-USE  OBLIGATIONS COSTS AND EXPENSE:  Licensee acknowledges
that Licensee's use of the Licensed  Property for the purposes  specified herein
may be subject to contractual  restrictions  and/or  obligations as set forth in
agreements between the Universal Entities and third parties, and Licensee agrees
that it shall be solely Licensee's  responsibility to obtain and pay for any and
all  rights,  clearances,  permissions,  approvals  and  the  like  that  may be
necessary or required  with  respect to  Licensee's  use of any voice,  person's
likeness or performance, audio and/or audio/visual clips, music contained in the
Universal Property or the Licensed Property (and Licensee shall promptly provide
Universal  with  copies  of all  documents  evidencing  any  such  consents  and
clearances as they are obtained);  provided,  however,  that Universal shall use
its  reasonable   efforts  to:  (i)  notify   Licensee  of  any  such  necessary
restrictions or required consents of which it is aware; and (ii) assist Licensee
in connection  with obtaining such required  clearances,  however nothing herein
shall obligate Universal to obtain such clearances.

     18. APPROVALS, OUALITY STANDARDS AND MANUFACTURING:

          (a)  "tApproval(s)"  or "Approved" shall mean Universal's prio written
     consent,  which may be given or withheld in  Universal's  sole  discretion.
     Universal's  silence or failure to respond to a request for approval  shall
     in no event be deemed Approval.

          (b) "Artwork" shall mean and refer to, without limitation, all visual;
     audio,  audio- visual,  literary,  digital,  artistic and other  creations,
     including,  without limitation,  artwork, designs, text, typefaces, models,
     samples, casts, coloring,  discs, video sequences,  film, sound recordings,
     ingredients,  molds, prints,  printing plates,  silkscreens,  packaging and
     other similar materials.

          (c) "Licensee  Materials"  shall mean and refer to all materials using
     or  incorporating  the  Licensed  Property  which  are  prepared  by or for
     Licensee  for  the  design  or  production  of  the  Licensed   Article(s),
     including, without limitation, all Artwork.

          (d) Right of Approval:  The Licensed  Article(s),  all Advertising and
     Promotion and the Licensee Materials shall be submitted as specified herein
     to Universal  for  Approval.  In no event shall  Licensee  use,  reproduce,
     distribute,  sell,  disseminate or otherwise exploit,  in any manner or for
     any purpose,  the Licensed  Article(s),  Advertising  and Promotion  and/or
     Licensee  Materials,  or any element or portion thereof,  without Approval.
     Any modification or variation in the Licensed  Article(s),  Advertising and
     Promotion and/or the Licensee Materials, or any element or portion thereof,
     shall be resubmitted to Universal for Approval.  Approval of an element for
     a particular  Licensed  Article does not imply Approval of such element for
     use in connection with a different  Licensed Article.  Neither Approval nor
     the  appearance  of  copyright  and/or  trademark  notices  displayed on or
     affixed to any Licensed  Article(s) or Advertising and Promotion shall mean
     or in any way  imply,  or be  interpreted  or  deemed to mean or in any way
     imply,   that  the   Universal   Entities;   (i)  endorse  or  warrant  the
     merchantability  and/or  fitness  for use  and/or  safety  of any  Licensed
     Article(s) or Advertising  and  Promotion;  or (ii) approve of, consent to,
     endorse or agree with any  representation  of Licensee embodied in, affixed
     to or displayed upon any Licensed Article(s) or Advertising and Promotion.



                                      - 5 -


<PAGE>


     Any Approval shall not waive, diminish or negate Licensee's indemnification
     obligations to Universal herein.

          (e) Approval  Process:  Licensee shall create and deliver to Universal
     each  proposed  design for the Licensed  Article(s)  in the form of written
     and/or illustrated  concepts  ("Concepts").  Licensee shall make changes to
     the Concepts as  requested by  Universal.  Upon  Approval of the  Concepts,
     Licensee  shall  create and  deliver to  Universal  final  designs  for the
     Licensed Article(s) ("Designs"). Licensee shall make changes to the Designs
     as requested by  Universal.  Upon Approval of the Designs,  Licensee  shall
     produce and deliver to Universal  prototypes plus two (2) color photocopies
     or  photographs  for  each of the  Licensed  Article(s)  incorporating  the
     Designs  ("Prototypes").  Licensee shall make any changes to the Prototypes
     requested by Universal and ship new  Prototypes  for each Licensed  Article
     for Approval.  Approval of all Prototypes  shall authorize the commencement
     of commercial  production.  The Licensed Article(s) shall not differ in any
     respect from the Approved Prototype.

          Licensee  shall not  commence  commercial  production  of any Licensed
     Article(s)  unless and until  Universal has fully and finally  Approved the
     Prototype  therefor.  Prior to distribution  of Licensed  Article(s) to the
     public,  Licensee  shall ship to  Universal  eighteen  (18)  samples of the
     Licensed Article(s) ("Production Samples").  Licensee agrees that Universal
     shall have the right to request,  or have its representative  take, further
     samples at random from  production  runs from time to time as Universal may
     reasonably  determine  in order to assure that proper  quality  control has
     been established by Licensee.  In the event that any Production Sample does
     not receive  Approval  during the commercial  production  period,  Licensee
     shall suspend commercial  production of the applicable  Licensed Article(s)
     until such time as  Universal  has  Approved a revised  Production  Sample.
     Universal  may  additionally   require  that  the  Licensed  Article(s)  be
     immediately  recalled if it believes in its  reasonable  judgment  that the
     Licensed Article(s) may pose a health or safety hazard or be detrimental to
     the goodwill of any Universal  Entity.  The Licensed  Article(s)  shall not
     differ in any respect from the Approved Production Samples.

          Licensee  shall produce and deliver to Universal for Approval prior to
     production   and/or  use   thereof  all   concepts,   designs  and  samples
     ("Advertising  Elements")  of any  Advertising  and  Promotion,  including,
     without  limitation,  all press releases,  that Licensee  intends to use in
     relation  to  the  marketing,   distribution   and  sale  of  the  Licensed
     Article(s).  Licensee shall not distribute or disseminate  any  Advertising
     and Promotion,  or any element thereof or materials related thereto, unless
     and  until  Universal  has  Approved  the  Advertising  Elements,  and  the
     Advertising  and  Promotion  shall  not  differ  in any  respect  from  the
     Advertising  Elements  as  Approved.  All  Concepts,  Designs,  Prototypes,
     Production  Samples and Advertising  Elements  requiring Approval hereunder
     shall be delivered to Universal on an expedited and insured basis.

          At all  reasonable  times  and  upon  reasonable  notice,  Universal's
     representative(s)  shall  have  access  to any  Licensee  Materials  and/or
     Licensed Article(s), Concepts, Designs, Prototypes,  Production Samples and
     Advertising Elements regardless of their location. Universal shall have the
     right to enter and inspect all premises and facilities (including,  without
     limitation, storage and shipping facilities) of Licensee and its designers,
     manufacturers,   suppliers,   warehousers  and/or  shippers  (collectively,
     "Manufacturers") in order to ensure that the manufacture, Packaging,



                                      - 6 -

<PAGE>



     labeling,  Advertising and Promotion and distribution of Licensed  Articles
     comply with Licensee's  obligations  hereunder and all Laws. Licensee shall
     provide  all  information  requested  by  Universal  regarding  the design,
     testing, manufacture, quality control, storage and shipment of the Licensed
     Article(s).

          (f) No  Sublicense:  Manufacture  of  Articles by Third  Parties:

               (i)  Licensee  shall not be  entitled  to  sublicense  any of its
          rights  under this  Agreement.  In the event the  Licensed  Article(s)
          (including  Packaging) are to be  manufactured  or supplied by a third
          party, whether the third party is located within or outside the United
          States,  Licensee  shall  notify  Universal of the name and address of
          such  third-party   Manufacturer(s)  and  must  obtain  Approval.   If
          requested  by  Universal,   Licensee  shall  immediately   deliver  to
          Universal any agreements  between Licensee and such  Manufacturers (in
          which  Licensee shall require the  Manufacturer  agrees to be bound by
          all terms and conditions in this Agreement  applicable to its function
          as  Manufacturer  of  the  Licensed  Article(s)).  In no  event  shall
          Approved third-party  Manufacturers be entitled to grant any rights to
          subcontractors.  Universal shall have the right to require Licensee to
          use a  manufacturer  agreement  supplied  to  Licensee  by  Universal.
          Licensee agrees to furnish Universal copies of all agreements  between
          Licensee and any Manufacturer(s)  within ten (10) business days of the
          execution thereof. Upon Universal's request,  Licensee shall terminate
          any  agreement   between   Licensee  and  any   Manufacturer  if  such
          Manufacturer  violates  any  agreements  for  the  protection  of  the
          Universal Entities.

               (ii)   Licensee   agrees  to   strictly   enforce   against   its
          Manufacturer(s)  all  of  the  provisions  in  the  agreement  between
          Licensee and such  Manufacturer(s) for the protection of the Universal
          Entities  and to advise  Universal  of any  violations  thereof by any
          Manufacturer(s).  Licensee  shall take all actions  necessary to bring
          such  violations to an immediate  halt at Licensee's  sole expense and
          shall fully compensate the Universal Entities for any cost, expense or
          loss they sustain.  If, by reason of Licensee's  failure to supply the
          above-mentioned  agreements to Universal or failure to give  Universal
          the  name of any  Manufacturer(s),  any  Universal  Entity  makes  any
          representation  or takes any action and is  thereby  subjected  to any
          penalty or expense, Licensee shall compensate the Universal Entity for
          any cost, expense or loss it sustains.

     19. TRADEMARK, COPYRIGHT AND GOODWILL:

               (a)  Trademark  and  Copyright:  Licensee  shall do  whatever  is
          necessary to protect the  Copyright,  Trademark and similar  rights in
          the Licensed  Article(s) in the License Territory  including,  without
          limitation,  by  registering  itself in the  License  Territory  as an
          authorized  user of the Trademark and joining with Universal to pursue
          infringers of those rights at Universal's  expense.  "Copyright" shall
          mean the copyrights and design patents, and any renewals or extensions
          thereof,  in and to the Universal  Property and all  derivative  works
          thereof  in any  medium  now  known or  hereafter  devised  including,
          without  limitation,  motion  pictures  and other  audiovisual  works;
          electronic,   interactive  multimedia  and  on-line  works;  literary,
          musical, dramatic,  pictorial,  graphic,  architectural and sculptural
          works; industrial designs; sound recordings; and any and all ancillary
          or subsidiary works based thereon "Trademark"


                                      - 7 -

<PAGE>


        shall mean the words, names, titles, symbols,  logos, designs,  phrases,
        trademarks,  service marks, collective marks, certification marks, trade
        names and trade dress  associated with the Universal  Property,  and any
        combination  of the  foregoing,  now,  heretofore  or  hereafter in use,
        whether registered, pending registration or subsisting at common law.

     Neither the Licensed  Property nor the Licensed  Article(s) shall appear or
     be used, reproduced or otherwise exploited in any medium, whether now known
     or hereafter devised,  in conjunction with any other property or materials,
     including,  without limitation, any name, character,  symbol, logo, design,
     likeness  or  literary  or artistic  material  owned or  controlled  by any
     Universal Entity,  Licensee or any third parry,  without  Approval.  Unless
     specifically  granted  as part of the  Licensed  Property  or as  otherwise
     required by Universal,  neither the License nor the Licensed Property shall
     include the right to use in any manner or medium the names  and/or logos of
     any Universal  Entity  (collectively,  "Universal Name and Logo"),  and any
     references to the Universal Name and Logo in this Agreement shall not grant
     or be  construed  to  grant  any  rights  therein.  Licensee  shall  use no
     markings,  legends  or  notices  on or in  association  with tile  Licensed
     Article(s) and any Advertising and Promotion other than as specified herein
     and as may from time to time be specified by Universal, without Approval.

          Any materials provided by any Universal Entity to Licensee, including,
     without  limitation,  all  Artwork,  are and  shall  remain  the  exclusive
     property of the Universal Entities  ("Universal  Materials").  None of: (i)
     this  Agreement;  (ii) any action,  omission or statement by any  Universal
     Entity or  Licensee;  or (iii)  Licensee's  use of the  Licensed  Property,
     Copyright,  Trademark,  Universal  Materials and/or Universal Name and Logo
     shall  in any way  confer  or imply a grant of  rights,  title or  interest
     thereto or to the Universal Property or to any elements or portions thereof
     (including,  without limitation, ideas, themes, plots, stories, sequence of
     events, mood, setting, pace,  characterizations,  any Character,  dialogue,
     titles  and  other  material)  or  any  other  rights  (including,  without
     limitation,   Intellectual  Property  Rights  or  the  goodwill  associated
     therewith), the ownership of which shall remain solely and exclusively with
     the Universal Entities.  Licensee irrevocably and unconditionally transfers
     and assigns to Universal in perpetuity  and throughout the universe any and
     all of Licensee's  right,  title and interest,  if any (including,  without
     limitation,  the rights  generally  known as "moral  rights") in and to all
     Licensed Article(s),  Licensee Materials and Advertising and Promotion, all
     of which  shall,  upon theft  creation,  become  and  remain the  exclusive
     property of  Universal  and shall be prepared  by an  employee-for-hire  of
     Licensee (under  Licensee's sole supervision,  responsibility  and monetary
     obligation) or as a work-for-hire by a third party who assigns to Universal
     in writing and in perpetuity  throughout the universe all right,  title and
     interest  in the  same.  For  purposes  of  this  Agreement,  "Intellectual
     Property Rights" means any patent, copyright, registered design, trademark,
     service mark,  trade name,  trade dress or other industrial or intellectual
     property rights  subsisting in the License Territory in connection with the
     Universal Property, Licensed Property, Universal Materials,  Universal Name
     and Logo,  Licensee Materials and Licensed  Article(s) and applications for
     any of the foregoing.

          Licensee  agrees that it shall not at any time apply for  registration
     of any copyright,  trademark or other designation or file any document with
     any  governmental  authority  or take any  action  which  would  affect the
     ownership of the Copyright, Trademark and Universal Name and


                                      - 8 -


<PAGE>

        Logo. Licensee shall inform Universal of the first date of use and first
        date  of  use  in  interstate  commerce  for  the  Licensed  Article(s).
        Licensee's  obligations  under  this  Agreement  shall  in no  event  be
        diminished or deterred in the event that the Licensee shall be sued by a
        third party for copyright or trademark  infringement or any other matter
        arising out of this  Agreement  and,  further,  Licensee  agrees that it
        shall not assert the  pendency of such claim as an offset  against or to
        avoid any of its obligations under the terms of this Agreement.

          (b) Copyright:    The  copyright notice specified by Universal must be
     permanently affixed in a reasonably  prominent  position  in  the order and
     manner  specified  by  Universal  on  each  Licensed  Article  and  on  all
     Advertising  and  Promotion.  The License  granted  hereunder  is expressly
     conditioned  upon the full and  complete  compliance  of Licensee  with the
     provisions of this Paragraph and upon Licensee's  complete  compliance with
     the provisions of the United States  Copyright Act and the registration and
     notice  provisions of the License  Territory and of the Universal and Berne
     Copyright Conventions.

          (c)  Trademark:  When a Trademark is used on or in onnection  with the
     Licensed  Article(s)  and/or for  Advertising  and Promotion,  the Licensee
     shall:  (i) abide by the trademark laws and what are considered to be sound
     practices  in  regard  to  trademark  notice   provisions  in  the  License
     Territory;  (ii)  properly  use the "(TM)" or "(R)"  designation  and other
     trademark notice and information, as instructed by Universal; and (iii) not
     use the  Trademark as the generic name of the  Licensed  Article(s)  and/or
     Advertising and Promotion.

          (d) Goodwill: Licensee recognizes the great value of the publicity and
     goodwill associated with the Trademark, Copyright, Universal Name and Logo,
     Universal Property, Licensed Property and Universal Materials, acknowledges
     that they have  acquired  secondary  meaning in the minds of the public and
     agrees that the Trademark,  Copyright,  Universal Name and Logo,  Universal
     Property,  Licensed  Property,  Universal  Materials  and  all  rights  and
     goodwill in them belong  exclusively  to the Universal  Entities.  Licensee
     assigns and transfers to Universal all goodwill  created by Licensee's  use
     of the Trademark,  Copyright,  Universal Name and Logo, Universal Property,
     Licensed  Property,  Universal  Materials,  Licensee Materials and Licensed
     Article(s).  Licensee  shall not,  either during or after the License Term,
     assert  any  claim  to such  goodwill  or take  any  action  that  could be
     detrimental to such goodwill.



     20. RESERVED RIGHTS:

          (a) Universal reserves unto itself and/or its designees all rights now
     known or  hereafter  devised  in and to the  Universal  Property,  Licensed
     Property, Universal Materials,  Copyright, Trademark and Universal Name and
     Logo throughout the universe in perpetuity,  except the rights specifically
     granted to Licensee herein. Nothing in this Agreement shall be construed to
     prevent any Universal Entity from: (a) granting other licenses or rights to
     exploit the Universal Property,  Licensed Property,  Copyright,  Trademark,
     Universal Materials, Universal Name and Logo or goods bearing any likeness,
     characterization or representation  thereof; or (b) using or exploiting the
     same or discontinuing or changing the use thereof in any manner  whatsoever
     except as specified  herein.  Other than the rights  granted in  accordance
     with the terms



                                      - 9 -



<PAGE>



     and conditions hereof, Licensee shall have no rights in or to the Universal
     Property, Licensed Property, Universal Materials,  Copyright, Trademark and
     Universal  Name and Logo or to exploit any goods  utilizing  the  Universal
     Property, Licensed Property, Universal Materials,  Copyright, Trademark and
     Universal Name and Logo or any likeness, characterization or representation
     thereof or otherwise to deal in or with the  Universal  Property,  Licensed
     Property, Universal Materials,  Copyright, Trademark and Universal Name and
     Logo or any likeness, characterization or representation thereof.

     (b) With respect to the Universal  Property,  Licensed Property,  Universal
     Materials,  Copyright,  Trademark  and Universal  Name and Logo,  Universal
     reserves unto itself and/or its  designees the right:  (i) to  manufacture,
     advertise,  promote,  display,  sell and otherwise exploit articles similar
     and/or  identical  to the  Licensed  Article(s)  and  products  directly or
     indirectly  competitive with the Licensed  Article(s) for use in connection
     with premiums,  promotional,  direct-mail  and/or  in-theater  sales and/or
     giveaways;  (ii)  to  grant  additional  merchandising  licenses  to  third
     parties; and (iii) to manufacture,  advertise,  promote,  display, sell and
     otherwise  exploit such articles and products in or in connection  with any
     and  all  facilities  owned,  operated  and/or  controlled  by  any  of the
     Universal Entities.

     (c) Except as otherwise specified in the applicable  Schedule(s),  Licensee
     shall not directly sell or distribute the Licensed  Article(s) door to door
     or via direct mail order response, in or to any store selling to the public
     in so-called "outlet malls" or similar markets, via broadcast or electronic
     communications    media   (including,    without   limitation,    broadcast
     transmission,  cable television, direct broadcast satellite, fiber-optic or
     wire pathway, microwave transmission, telephone line or any other means now
     known or hereafter  devised) or via on-line  services (which shall mean and
     include the Internet,  the World Wide Web or other similar or related means
     now  known  or  hereafter  devised),  all  of  which  are  deemed  reserved
     distribution channels for Universal.

     21.  PROTECTIONS:  Licensee shall have a continuing  obligation  during the
     License Term and for six (6) months thereafter to protect and safeguard the
     Universal  Property,  Licensed  Property,  Universal  Materials,   Licensee
     Materials,  Copyright,  Trademark, Universal Name and Logo and the Licensed
     Article(s) within Licensee's possession,  custody or control against theft,
     misuse,  infringement  and  unauthorized  use thereof and any similar  harm
     thereto or to Universal's goodwill in connection  therewith  (collectively,
     "Harm").  Without  limiting  the  foregoing,  Licensee  shall  employ  such
     actions, steps, procedures, standards and measures, as Universal shall from
     time to time reasonably require.

     Licensee  shall  immediately  notify  Universal  in writing of any  actual,
     alleged or suspected  Harm which may come to Licensee's  attention.  Should
     legal action against any third party in connection with such Harm be deemed
     necessary by any  Universal  Entity,  then it shall have the right:  (a) to
     demand  that  Licensee  undertake  such legal  proceedings  at  Universal's
     expense;  and/or (b) in its sole discretion and at its expense, to commence
     such  actions  or to join any  actions  previously  commenced  by any other
     person or entity.  With respect to all claims and suits to prevent  against
     Harm in which Licensee or any Universal Entity is a party,  each shall have
     the right to employ counsel of its own choice and Universal or its designee
     shall have the right to



                                     - 10 -



<PAGE>



     control the litigation and any settlement  thereof.  If Universal elects to
     control  such  proceedings,  it shall be entitled to receive and retain all
     amounts  awarded as damages,  profits or otherwise in connection  with such
     suit. If, however,  Licensee controls the litigation,  all recoveries shall
     be applied  first to  reimburse  all costs and  expenses  incurred  in such
     action, including, without limitation,  reasonable attorneys' fees, and the
     balance shall be divided equally between the applicable  Universal Entities
     and Licensee.

          22.  INSURANCE:  Licensee  shall obtain and maintain in full force and
     effect  during the  License  Term and for a period of not less that one (1)
     year thereafter, at its sole cost and expense, the following insurance: (a)
     comprehensive general liability insurance  (including,  without limitation,
     coverage for bodily injury, personal injury, property damage, casualty loss
     and contractual  and trademark  liability) with limits of not less than One
     Million Dollars (US  $1,000,000) per occurrence,  Three Million Dollars (US
     $3,000,000)  aggregate;  (b) product  liability  insurance  providing  full
     indemnification and defense against claims,  liabilities,  damages, demands
     and causes of action,  actual or alleged,  arising out of any defects in or
     use or misuse of the  Licensed  Article(s)  with  limits  not less that One
     Million Dollars (US  $1,000,000) per occurrence,  Three Million Dollars (US
     $3,000,000)  aggregate;   and  (c)  workers'  compensation  and  employers'
     liability insurance, where applicable, in accordance with local law.

          Within thirty (30) days  following the execution of this  Agreement by
     Licensee,   it  shall  provide   certificates  of  insurance  to  Universal
     certifying  that the Universal  Entities and any other entity  specified by
     Universal  have been added as additional  insureds to each of the insurance
     policies  set forth  above and that  before any  proposed  cancellation  or
     material  modification in the coverage the insurance  carrier will give the
     certificate  holder(s) not less than thirty (30) days' prior written notice
     thereof.  Upon receipt of any such  notification,  Universal shall have the
     right to  purchase  replacement  insurance  from an  insurance  carrier  of
     Universal's  choice and charge  Licensee for all costs thereof or terminate
     the  Agreement  unless  Licensee  provides  Universal  with proof of having
     obtained replacement insurance within twenty-one (21) days from the date of
     such  notification from the insurance  carrier.  Licensee agrees to pay all
     such costs immediately upon submission by Universal.  Any claims covered by
     Licensee's  insurance policies shall not be offset or reduced in any amount
     whatsoever  by  any  other  insurance  which  the  Universal  Entities  may
     independently maintain.

          Licensee's  insurance shall be carried by a licensed insurer qualified
     in the State of California with a rating in accordance with the BEST Rating
     Guide of A-6 (or its equivalent) or better.  Each policy required hereunder
     shall contain a waiver of subrogation.  Licensee shall notify  Universal of
     all claims regarding the Universal Property,  Licensed Property,  Universal
     Materials, Licensee Materials, Licensed Article(s), Copyright, Trademark or
     Universal  Name and Logo under any of the  foregoing  policies of insurance
     promptly upon the filing thereof.




                                     - 11 -








<PAGE>



          23. REPRESENTATIONS AND WARRANTIES:


               (a)  Licensee:  Licensee  represents  and  warrants  all  of  the
          following:

                    (i) Licensee is a company duly organized,  validly  existing
and in good standing under the laws of the state and/or country of its principal
office,  with full power and authority to execute and deliver this Agreement and
to perform its obligations and maintains its principal  executive  office at the
address set forth  herein.  The  execution,  delivery  and  performance  of this
Agreement  have been duly  authorized by all  necessary  actions of Licensee and
this  Agreement   constitutes  a  valid  and  binding   obligation  of  Licensee
enforceable against Licensee in accordance with its terms; and the consent of no
other  entity or person is required  for  Licensee  to fully  perform all of its
obligations or services herein

                    (ii) Licensee shall comply with and act in accordance  with:
(A) any and all applicable laws and other legal obligations of or in the License
Territory  including,  without limitation,  local, state and federal directives,
rules,  assessments,  regulations,  filing requirements,  ordinances,  statutes,
codes,  judgments and civil or common law; and (B)  conventions  and treaties to
which  the  United  States  or  any  legal   subdivision   thereof  is  a  party
(individually and collectively,  "Law" or "Laws").  In addition,  Licensee shall
comply with all manufacturing,  distribution,  retail and marketing policies and
strategies  which are  promulgated  by the  Universal  Entities  and provided to
Licensee in writing from time to time.

                    (iii)  The making of this Agreement  by  Licensee  does  not
violate  any  agreement,  right or  obligation  between  Licensee  and any other
person,  entity, firm or corporation,  and the permission and/or agreement of no
other person,  entity, firm or corporation is required to execute this Agreement
or perform the  obligations  herein;  and neither the  execution and delivery of
this Agreement nor the  performance of any or all of the terms,  obligations and
services herein shall breach,  be in conflict with or constitute a default under
any  agreement  or  commitment  to which  Licensee is a party or violate any Law
applicable to Licensee.

                    (iv)  The  Licensed   Article(s)  and  all  Advertising  and
Promotion  shall be of high  quality in design,  material  and  workmanship  and
suitable for their  intended  purpose;  no injurious,  deleterious or defamatory
material,  writing or images shall be used in or on the Licensed  Article(s)  or
Advertising and Promotion; the Licensed Article(s) shall be merchantable and fit
for the  intended use herein,  shall in all  respects be safe to  consumers  and
shall be manufactured  and distributed as follows;  (A) without the use of child
labor (the term "child"  refers to a person  younger than the age for completing
compulsory  education,  but in no case shall a child  younger than fourteen (14)
years of age be so used); (B) in an environment  providing workers and employees
with a safe and healthy  workplace in compliance  with all applicable  Laws; (C)
employing only persons whose  employment is voluntary and not using prison labor
or corporal punishment (or other forms of mental or physical coercion) as a form
of discipline for workers or employees;  (D) complying with all applicable  wage
and hour Laws, including minimum wage, overtime and maximum hours, and utilizing
such other fair  employment  practices as defined by  applicable  Laws;  (E) not
discriminating  in its hiring and  employment  practices on the grounds of race,
religion, national origin, political affiliation, sexual orientation,




                                     - 12 -


<PAGE>

gender or any criteria  protected by applicable  Law; and (F) complying with all
applicable environmental and animal cruelty Laws.

                         (v)  Licensee  shall  undertake  a  level  of  customer
service and provide warranties to consumers at least as favorable as is standard
in its industry.

                         (vi)  No  person  or  entity  other than the  Universal
Entities  has or shall have any right,  title or interest in or to the  Licensed
Article(s) which is or may become prior,  superior or equal to the right,  title
or interest of Licensee therein or thereto.

                         (vii)  Licensee  shall not create,  incur or permit any
encumbrance,  lien,  security interest,  mortgage,  pledge,  assignment or other
hypothecation  upon the License or permit the  commencement of any proceeding or
foreclosure action on the License or to obtain any assignment  thereof,  whether
or not involving any judicial or nonjudicial foreclosure sales, and there is not
now and shall not be any  agreement to which  Licensee is a party or by which it
may be bound that requires the  subordination  in right of payment of any of its
obligations herein.

                         (viii)  There  is  no pending or threatened  litigation
which may affect the legality,  validity or  enforceability of this Agreement or
any of the  transactions  contemplated  herein or  Licensee's  ability  to fully
perform its obligations herein.

                         (ix)  Licensee  shall not misuse or take any  action or
conduct its  operations  in such manner as to bring public  ridicule,  contempt,
censure  or  disparagement  upon the  Licensed  Article(s),  Licensed  Property,
Universal  Property,  Universal  Materials,  Universal  Name and Logo and/or the
Universal Entities.

                         (x) Licensee  has  paid  or will pay any and all re-use
and/or license fees to the appropriate  person or entity (which fees may include
a calculation and payments in  satisfaction of pension and welfare  obligations)
and has obtained or will obtain written and executed authorizations for such use
from the person or entity having the right to grant such permissions.

                         (xi)  None of the  representations  or warranties  made
by Licensee in this  Agreement as of the date hereof and none of the  statements
contained in any agreement or other document or report furnished by or on behalf

of Licensee to any of the Universal  Entities in connection  with this Agreement
contain  any untrue  statement  of a  material  fact or omit any  material  fact
necessary to make such statements  accurate in light of the circumstances  under
which they were made.

                         (xii)  Licensee  shall not  attack  the title to or any
rights of the  Universal  Entities in and to the  Universal  Property,  Licensed
Property,  Universal Materials,  Licensee Materials,  Universal Name and Logo or
Licensed Article(s) or attack the validity of this Agreement.



                                     - 13 -

<PAGE>


                         (xiii)  Licensee shall  exercise  its best  efforts  to
manufacture  sufficient quantities of the Licensed Article(s) to fill orders and
to meet the market demand in the License  Territory,  shall maintain the highest
standards of quality and quality control,  and shall diligently and continuously
distribute and offer for sale the Licensed Article(s) and fulfill all orders for
the  Licensed  Article(s).  Licensee  shall not  manufacture  quantities  of the
Licensed  Article(s) during the License Term which it does not reasonably expect
to sell  during  the  License  Term and shall  not  manufacture  any  additional
quantities of Licensed Article(s) during any applicable Sell-off Period herein.

          (b) Universal: Universal represents and warrants all of the following;

                         (i)  It owns or controls the rights granted herein.

                         (ii) It is a company duly organized,  validly  existing
and in good  standing  under the laws of the state and country of its  principal
office,  with full power and authority to execute and deliver this Agreement and
to perform its obligations,  and maintains its principal executive office at the
address set forth hereinabove.

                         (iii)   The   Universal   Entities  do  not   make  any
warranties  or  representations  as to the  popularity,  success,  viewership or
continuing  exploitation of or marketing and advertising  budget with respect to
the   Universal   Property  or  Licensed   Property  and  make  no  warranty  or
representation  as to the amount of gross sales,  net sales or profits  Licensee
shall derive under this Agreement from the sale or  distribution of the Licensed
Article(s).

     24  INDEMNIFICATION:  Licensee  shall  defend,  indemnify  and forever hold
harmless  the  Universal  Entities  and  each  of  their  respective   officers,
directors,  shareholders,   employees,  agents,  representatives,   assigns  and
successors-in-interest  (collectively,  "Related  Parties") from and against any
and  all  claims,  liabilities,  penalties,  losses,  costs,  damages,  demands,
actions, causes of action, suits, proceedings, judgments and expenses including,
without limitation, amounts paid in settlement, attorneys' fees, court costs and
other legal expenses arising out of, connected with, and/or relating to; (a) the
Licensed  Article(s),  Advertising and Promotion and/or the Licensee  Materials;
(b) any act or omission of Licensee, its parents,  subsidiaries,  Manufacturers,
contractors,  designers,  distributors  and/or vendors and any  representatives,
employees,  affiliates  and/or agents of any of the  foregoing  relating to such
entities' use or misuse of the Licensed Property,  Universal Property, Universal
Materials  and/or  Universal Name and Logo; and (c) the breach or alleged breach
of any of  Licensee's  representations,  warranties  and  agreements  set  forth
herein. The Universal Entities shall have the right to defend any such action or
proceeding with attorneys of their own selection.  Any amount which Licensee may
be obligated to pay the Universal  Entities and Related Parties pursuant to this
Paragraph shall be paid by Licensee upon demand, with interest at the prime rate
from  the  date  incurred.  The  provisions  of  this  Paragraph  shall  survive
termination of this Agreement.





                                     - 14 -


<PAGE>



     25.  DEFAULT:  The  occurrence  of  one or  more  of  the  following  shall
constitute  a  default  under  this  Agreement:  a breach or  alleged  breach by
Licensee of any of its  representations  and warranties  herein;  any failure by
Licensee to adhere to the approval process herein or Universal's directions with
respect thereto;  the distribution,  sale or shipment of any Licensed Article(s)
not Approved by Universal;  any failure of Licensee to perform any of Licensee's
covenants  or  obligations  or to  meet  any  conditions  under  this  Agreement
including,  without  limitation,  any  failure to pay any portion or any amounts
specified herein on or before the date when due or to make any payments required
of Licensee  herein;  any actual or attempted  assignment,  sublicense  or other
transfer by Licensee of any or all of the rights  granted to Licensee  herein or
the delegation of any of the duties or  obligations  of Licensee  herein without
Approval;  any actual or attempted use,  authorization or permission by Licensee
to use the Universal  Property,  Universal  Name and Logo,  Licensed  Article(s)
Licensed Property,  Advertising and Promotion,  Universal  Materials or Licensee
Materials in any manner,  medium or territory not  specifically  granted in this
Agreement;  any event of  bankruptcy  or other form of  insolvency  as specified
herein;  any merger,  consolidation or other  reorganization of or involving any
Licensee  Group  Member or any sale of an equity  interest  in a Licensee  Group
Member, as a result of which, in either instance,  twenty-five  percent (25%) or
more of the equity  interest in such  Licensee  Group Member  without  Approval,
after the completion of such  transaction,  is owned,  controlled or held by any
person or entity who prior to such  transaction did not own,  control or hold at
least  twenty-five  percent (25%) of the equity  interest in such Licensee Group
Member (as used herein, the term "Licensee Group Member" shall refer to Licensee
and any person or entity owning, controlling or holding, directly or indirectly,
twenty-  five percent  (25%) or more of the equity  interest in  Licensee);  any
alleged or actual breach or violation of or failure to perform any of Licensee's
obligations  herein; and any alleged or actual breach or violation of or failure
to perform any of Licensee's  obligations  under,  or the  termination  prior to
expiration of or any default under,  any other agreement or document between any
of the Universal Entities and Licensee.

     26. BANKRUPTCY:

          (a) Bankruptcy:  If Licensee becomes  insolvent or makes an assignment
for the benefit of its creditors or any arrangement regarding insolvency,  or if
Licensee  discontinues its business,  or if a receiver is appointed for Licensee
or its business, the License shall, without notice, terminate automatically upon
the  occurrence of any such event.  In the event that the License so terminates,
neither  Licensee  nor  its  receivers,   representatives,   trustees,   agents,
administrators,  successors  and/or assigns shall have any right to manufacture,
distribute,  sell,  exploit  or in any way deal  with the  Licensed  Article(s),
Licensed  Property,  Advertising and Promotion,  Licensee Materials or Universal
Name and Logo  except with and  pursuant to  Universal's  special  Approval  and
written  instructions.  If  Licensee  files  a  petition  in  bankruptcy  or  is
adjudicated a bankrupt, or if a petition in bankruptcy is filed against Licensee
and any order for relief  under the United  States  Bankruptcy  Code is entered,
Licensee must assume or reject this Agreement  within sixty (60) days after such
order for relief is entered.  If Licensee does not assume this Agreement  within
such sixty (60) day period,  Universal  may at its sole option,  terminate  this
Agreement  effective  immediately  upon  notice  to  Licensee,  without  further
obligation or liability of Universal under this Agreement.


                                     - 15 -

<PAGE>



          (b)  Financial  Statements  and  Further  Assurances:  Licensee  shall
furnish to the Universal Entities such financial  statements and other financial
information as the Universal Entities may from time to time reasonably  request.
All such financial statements shall show all material contingent liabilities and
shall  accurately and fairly present the results of operations and the financial
condition  of  Licensee  at the dates and for the period  indicated.  Should any
Universal  Entity at any time  determine  or suspect that  Licensee's  financial
condition  may cause  Licensee to be unable to  adequately  exploit the Licensed
Article(s) or perform any of its other  obligations  under this Agreement,  such
Universal  Entity may request,  and Licensee  shall  provide,  any and all other
evidence of Licensee's  financial  viability and ability to perform.  Failure to
provide any such evidence or to otherwise  adequately  persuade  such  Universal
Entity, in its sole judgment,  of Licensee's  ability to adequately  perform its
obligations  under this Agreement  shall be a breach of this Agreement and shall
entitle Universal to terminate this Agreement effective  immediately upon notice
to Licensee.

                    27.  TERMINATION:

          (a)   Termination   with   Notice   and   Right  to  Cure:   Universal
shall have the right, in its sole  discretion,  in addition to any and all other
rights and remedies  and at no cost or expense to itself,  to declare a material
breach of this Agreement and to terminate this Agreement  effective  immediately
upon notice to Licensee at any time upon the occurrence of any default set forth
in the Default  Paragraph other than those specified in subparagraphs (b) or (c)
below, provided that Licensee shall have a period not to exceed thirty (30) days
from the date of notice by  Universal  of such  default  to cure the  default to
Universal's sole satisfaction.

          (b) Automatic Termination:  This Agreement shall terminate immediately
and automatically,  without notice,  upon the occurrence of any of the following
events of default as specified in the Default Paragraph,  each of which shall be
deemed a material breach of this Agreement:  (i) assignment or sublicense;  (ii)
unauthorized use; (iii) bankruptcy or (iv) the distribution, sale or shipment of
Licensed Article(s) not Approved by Universal.

          (c)   Termination   with  Notice:   Universal  shall  have  the  right
in its sole discretion, in addition to any and all other rights and remedies and
at no cost or expense to itself,  to declare a material breach of this Agreement
and to terminate this Agreement effective immediately upon notice to Licensee at
any time:  (i) upon or after the  occurrence of any of the  following  events of
default as specified in the Default  Paragraph (A) change of ownership,  and (B)
breach of other agreements;  (ii) should any term or provision of this Agreement
pertaining  to the  payment of monies to  Universal  be  declared  by a court of
competent jurisdiction to be invalid, illegal or otherwise ineffective; or (iii)
upon a breach of any material term of this Agreement not  reasonably  capable of
cure within thirty (30) days.

          (d) If this  Agreement  is  terminated,  all  unpaid  fees,  Advances,
Guarantees,  Royalties  and/or any other payments due to Universal in accordance
with the  provisions of this Agreement  shall be immediately  due and payable to
Universal.  The  failure of  Universal  to  exercise a right to  terminate  this
Agreement shall not operate as a waiver by Universal of any


                                     - 16 -


<PAGE>


right of termination at a later date, whether for the same or upon a new breach.
Upon  termination  of  this  Agreement,  Licensee  shall  cease  production  and
distribution  of the Licensed  Article(s) and any  Advertising and Promotion and
shall provide Universal with adequate and appropriate proof of same. There shall
be no Sell-off Period if termination results from a breach by Licensee.

          (e) If this  Agreement is terminated  by Universal in accordance  with
the terms herein,  and if Licensee is a party to additional  agreements  between
Licensee and any Universal  Entity,  each such  Universal  Entity shall have the
right to immediately  terminate any or all of such additional agreements whether
or not a right of  termination  would  otherwise  exist under the terms of those
additional agreements and irrespective of any cure periods provided for in those
agreements.

     28. EFFECT OF TERMINATION  OR EXPIRATION:  Upon and after the expiration or
earlier  termination of this Agreement,  all of the following  shall occur:  (a)
Licensee shall permanently discontinue the manufacture,  distribution,  sale and
any other activities related to the Licensed Property,  Licensed  Article(s) and
Advertising  and  Promotion;   (b)  Licensee  shall  immediately  terminate  all
agreements with  Manufacturers,  distributors,  salespeople and other persons or
entities relating to the Licensed Property,  Licensed Article(s) and Advertising
and Promotion;  (c) all rights granted to Licensee  hereunder shall  immediately
revert to  Universal,  which  shall be free to license  such rights to any other
person or entity;  (d) except  during the Sell-off  Period,  if one is permitted
hereunder,  Licensee  shall have no further  right to exploit or in any way deal
with the Licensed Article(s),  Universal Property, Licensed Property,  Universal
Materials,  Trademark,  Copyright or Universal Name and Logo or make any further
reference  to them,  direct or indirect,  or anything  deemed by Universal to be
similar to any of them;  (e) Licensee shall not be relieved or released from any
of its obligations  existing prior to the date of such termination or expiration
including,  without limitation,  the payment of all fees, Advances,  Guarantees,
Royalties  and/or any other  payments due  hereunder;  (f) Licensee shall comply
with the  Inventory,  Sell-off and  Destruction  Paragraph;  and (g)  Licensee's
representations,  warranties and indemnity  obligations  hereunder shall survive
expiration or termination.

     29. NO OFFSET: Licensee shall have no right to offset any --------- amounts
owing or  allegedly  owing to Licensee  from any  Universal  Entity from amounts
otherwise payable by Licensee hereunder.

     30. INVENTORY, SELL-OFF AND DESTRUCTION:

          (a)  Inventory:   Licensee  shall  furnish  to  Universal,   not  less
than twenty-one (21) days before the expiration of the License Term and nor more
than five (5) days after  receipt  of a notice of  termination,  termination  by
operation of Law or the automatic  termination  of this  Agreement,  a statement
certified by an  authorized  representative  of Licensee  showing the number and
description  of  the  Licensed   Article(s)  and/or  Advertising  and  Promotion
materials  on-hand held for  Licensee's  inventory or in process of  manufacture
(collectively, "Inventory"), specifying the quantity, type, class, category, sku
number  and  condition  of  all  items  of  the  Inventory  ("Initial  Inventory
Statement"). Universal shall have the right, upon reasonable notice and during




                                     - 17 -

<PAGE>


normal business hours, to enter all premises where the Inventory is located,  to
take a physical  inventory  to verify the  Initial  Inventory  Statement  and/or
condition or the  Inventory  set forth in any  condition  statement.  Refusal by
Licensee to submit to such physical  inventory  shall cause  Licensee to forfeit
any  opportunity  it may otherwise  have to sell off such  Inventory as provided
herein.

          (b) Sell-off: In the event that this Agreement has expired pursuant to
its terms and the Guarantee has been received by Universal,  then Licensee shall
have the right to sell the  remaining  Licensed  Article(s)  within the  License
Territory  for a period of sixty (60) days  following  expiration of the License
Term  ("Sell-off  Period")  provided that: (i) the provisions of this Agreement,
including  those  concerning  the  calculation  and payment of Royalties,  shall
remain in force and effect during the Sell-off Period; (ii)  notwithstanding any
grant of exclusivity,  the License shall not be exclusive to Licensee during the
Sell-off  Period;  and (iii) within thirty (30) days from the  expiration of the
Sell-off  Period,  Licensee  shall furnish to Universal a statement  showing the
quantity, type, class, category, sku number and condition of Licensed Article(s)
and/or  Advertising and Promotion  materials then on hand or held for Licensee's
inventory  ("Final  Inventory").  Licensee's  right  of  sell-off  shall  itself
terminate automatically if Licensee (or its Manufacturer(s))  breaches any term,
condition,  obligation,  representation  or warranty  herein during the Sell-off
Period.

          (c)   Destruction   and  Surrender:   At  the  expiration  or  earlier
termination of this  Agreement,  Licensee shall destroy the Universal  Materials
and Licensee  Materials unless otherwise  directed by Universal.  Licensee shall
deliver to Universal  and/or its designee(s)  any of the Universal  Materials or
Licensee  Materials which Universal has ordered not destroyed at Licensee's sole
cost.  If this  Agreement  is  terminated,  Licensee  shall  deliver the Initial
Inventory  Statement to Universal  and/or its  designee(s)  and then destroy the
Inventory,  unless  otherwise  directed by Universal.  If any Inventory  remains
after the Sell-off Period and after delivery of the Final Inventory Statement to
Universal,  Licensee  shall, as directed by Universal,  either:  (i) donate such
Inventory to K.I.D.S., a non-profit charitable  organization benefiting children
that is supported by Universal  (and  Licensee  shall be permitted to obtain any
tax benefit  attributable to or allowed in connection  with such  donation);  or
(ii) destroy such Inventory,  unless otherwise  directed by Universal.  Licensee
shall sell to Universal  all of the  Inventory  which  Universal has ordered not
destroyed at or below cost, and Universal and/or its designee(s) shall reimburse
Licensee for its actual  out-of-pocket  costs of shipping (and  insuring  during
shipment)  such  Inventory  to any point of  destination  specified by Universal
and/or its designee(s).

     Following  the  destruction  and/or  delivery to Universal of the Universal
Materials and Licensee Materials and the destruction and/or sale to Universal of
the  Inventory,  Licensee  shall  submit,  within  thirty (30) days, a statement
certified by an authorized representative of Licensee attesting to and detailing
the  destruction  and/or  delivery  of such  Universal  Materials  and  Licensee
Materials  and  the   destruction   and/or  sale  of  all  such  Inventory  (the
"Disposition  of Inventory  Statement").  Universal  and/or its  designee(s) and
their respective  representatives  shall have the right,  upon reasonable notice
and during normal business hours, to enter Licensee's  and/or any third parties'
premises and  facilities  and have access to books and records and take physical
inventory to verify the Disposition of Inventory Statement. Universal and/or its
designee(s) and




                                     - 18 -



<PAGE>




their  respective  representatives  shall also have the right,  upon  reasonable
notice  and  during  normal  business  hours,  to enter the  premises  where the
Inventory,  Universal  Materials  or  Licensee  Materials  are  located  to take
possession of and remove the same.

     31. REMEDIES;  Except as otherwise  expressly  provided  herein,  no remedy
granted to either party herein shall be exclusive of any other remedy,  and each
remedy shall be  cumulative  with every other remedy  herein or now or hereafter
existing at law, in equity,  by statute or otherwise.  In the case of any breach
by Licensee,  in addition to and/or instead of Universal's  right of termination
as provided  herein,  Universal  shall have the right to declare  the  Guarantee
immediately due and payable and to pursue all appropriate  remedies at law or in
equity for such breach.  Licensee acknowledges that any breach by Licensee shall
cause the  Universal  Entities  irreparable  harm for which there is no adequate
remedy at law and, in the event of such breach,  the Universal Entities shall be
entitled to injunctive or other equitable  relief.  Licensee  further agrees and
confirms  that  forbearance  by the  Universal  Entities to enforce any right or
remedy  following  any breach  shall not be a waiver of any of their  respective
rights to elect or enforce the same right or remedy for later breaches. Licensee
recognizes and confirms that, in the event of a breach by Universal,  the damage
to Licensee,  if any, shall not be irreparable or sufficient to entitle Licensee
to injunctive or other equitable  relief.  Consequently,  Licensee's  rights and
remedies  shall be limited to the right,  if any,  to seek  damages at law,  and
Licensee  shall not have any right to terminate or rescind this Agreement or any
part of this Agreement,  nor shall Licensee  enjoin,  restrain or interfere with
Universal's  exploitation  of its  rights in the  Universal  Property,  Licensed
Property, Universal Materials,  Copyright, Trademark, Universal Name and Logo or
any other right of Universal whatsoever. Licensee agrees to limit its claims for
relief in the event of a breach by Universal of this Agreement to claims against
Universal and waives any right it may otherwise have to bring claims against any
other Universal Entity.

     32.  EXPENSES:  The  Universal  Entities  shall be entitled to recover from
Licensee all of their legal and auditing  costs,  fees and expenses  incurred in
the enforcement of any provisions of this  Agreement;  provided,  however,  that
auditing fees related to the collection of the Royalty shall only be recoverable
to the extent provided in the Royalty Statements and Payments Paragraph.

     33. NO ASSIGNMENT OR  SUBLICENSING:  The rights  granted  hereunder are and
shall  be  personal  to  Licensee,  and  shall  not  be  assigned,  transferred,
sublicensed,  mortgaged or otherwise  encumbered  by Licensee or by operation of
Law without Approval.  Any purported sublicense or assignment by Licensee of any
rights  granted  herein  shall be void and  shall  constitute  a breach  of this
Agreement.  Universal may assign its rights and obligations under this Agreement
to any person or entity.

     34.  CONFIDENTIALITY AND NONDISCLOSURE:  Licensee acknowledges that, in the
course of the  performance of this Agreement,  Licensee may obtain  confidential
information  or  materials  from  the  Universal  Entities  including,   without
limitation,  the following  items related to the Universal  Property,  Universal
Materials  and/or Licensed  Property:  underlying  literary  material,  creative
elements, style guides, research material and data,  specifications,  processes,
technological  developments or other proprietary  materials.  Licensee shall, at
all times both






                                     - 19 -


<PAGE>



during  the  License  Term  and  thereafter,   keep  all  of  such  confidential
information  in confidence and trust.  Licensee shall not use such  confidential
information  other than as expressly  permitted herein or by Approval.  Licensee
agrees to return to Universal any written,  printed or other materials embodying
such confidential information and/or materials, including all copies or excerpts
thereof,  given to or acquired by Licensee in  connection  with this  Agreement.
Licensee  shall not  directly  or  indirectly  disclose  to the public or to any
non-essential  person and/or entity any of the terms of this  Agreement  without
Approval,  unless  otherwise  required  to do so by any law  established  by any
government with applicable  jurisdiction.  Licensee acknowledges that any breach
of the foregoing  will cause  irreparable  injury to the Universal  Entities not
readily  measurable in monetary amounts;  consequently,  the Universal  Entities
shall,  without waiving any other rights or remedies,  be entitled to injunctive
and/or  declaratory  relief in connection  with any breach or threatened  breach
hereof. Licensee further agrees to execute Universal's standard  Confidentiality
Agreement upon Universal's request.

     35. NOTICES: Any notice or other communication  required or permitted to be
given shall be in writing  addressed to the respective  party at the address set
forth  in the  introductory  Paragraph  hereof  and  may be  personally  served,
telecopied or sent by  registered or certified  mail,  postage  prepaid,  return
receipt  requested  and shall be deemed  given:  (a) if served in  person,  when
served; (b) if telecopied,  on the date of transmission if confirmed before 3:00
p.m.  (Los  Angeles  time) on a  business  day and  otherwise  on the  following
business day,  provided that a hard copy of such notice is also sent pursuant to
(c)  below;  or (c) if by  certified  or  registered  mail,  on the third  (3rd)
business day after deposit in the mail,  postage  prepaid.  Notices to Universal
shall be addressed  to the Senior Vice  President,  Legal and Business  Affairs,
telecopy  number (818) 866- 0311.  Notices to Licensee shall be addressed to Ron
Thompson, telecopy number (905) 948-8377.

     36. GOVERNING LAW, VENUE, JURISDICTION AND JURY WAIVER: This Agreement, and
its  validity,  construction  and effect,  shall be governed by and  enforced in
accordance  with the internal  laws of the State of  California  (i.e.,  without
reference to the conflicts of laws  provisions  thereof) and the federal laws of
the United States.  Licensee consents to the exclusive jurisdiction of any state
or federal  court  empowered  to enforce this  Agreement  located in Los Angeles
County,  California,  and waives any objection  thereto on the basis of personal
jurisdiction or venue.  Universal and Licensee waive their respective  rights to
trial by jury of any cause of action, claim,  counterclaim or cross-complaint in
any  action,  proceeding  and/or  hearing  brought by either  Universal  against
Licensee or Licensee against Universal on any matter whatsoever  arising out of,
or in any way connected with, this Agreement, the relationship between Universal
and  Licensee,  any claim of injury or damage or the  enforcement  of any remedy
under any law, statute or regulation,  emergency or otherwise,  now or hereafter
in effect.  The parties understand that jury trial waivers are fully enforceable
under California law.

     37. WAIVER,  MODIFICATION  AND  AMENDMENT:  No  modification,  amendment or
waiver of any of the  provisions  contained  in this  Agreement,  or any  future
representation,  promise or condition in connection  with the subject  matter of
this Agreement, shall be binding upon any party to this Agreement unless made in
writing and signed by a duly authorized  representative  or agent of such party.
The failure by either party to enforce, or the


                                     - 20 -


<PAGE>


delay by either  party in  enforcing,  any of said  party's  rights  under  this
Agreement shall not be construed as a continuing waiver of such rights, and said
party  may,  within  such time as is  provided  by the laws  established  by any
government with applicable jurisdiction,  commence appropriate suits, actions or
proceedings to enforce any or all of such rights.  A waiver by either party of a
default in one or more  instances  shall not be  construed  as a waiver in other
instances.

     38. NO JOINT  VENTURE:  This Agreement does not constitute and shall not be
construed to constitute  an agency,  a  partnership  or a joint venture  between
Universal and Licensee.  Licensee shall have no right to obligate or to bind the
Universal  Entities  in any manner  whatsoever,  and nothing  contained  in this
Agreement  shall  give or is  intended  to give any  rights of any nature to any
third party.

     39. ADDITIONAL DOCUMENTS: Upon Universal's request, Licensee shall promptly
execute  and  deliver  to  any  Universal  Entity  such  further  documents  and
instruments,  in form and substance  satisfactory to such Universal  Entity,  to
confirm and effectuate the terms and conditions of this  Agreement,  and, in the
event  that  Licensee  fails or is  unable  to  execute  any such  documents  or
instruments,  Licensee  appoints  Universal its  attorney-in-fact  with the full
right and  authority  to execute and deliver  the same,  which such  appointment
shall be deemed a power coupled with an interest and shall be irrevocable  under
any and all circumstances.

     40. SEVERABILITY: If any term or provision of this Agreement, as applied to
either party or any circumstance, for any reason shall be declared by a court of
competent  jurisdiction to be invalid,  illegal,  unenforceable,  inoperative or
otherwise  ineffective,  that  provision  shall be limited or  eliminated to the
minimum extent  necessary so that this Agreement shall otherwise  remain in full
force  and  effect  and  enforceable,  provided,  however,  that if any  term or
provision  of this  Agreement  pertaining  to the payment of monies to Universal
shall be declared  invalid,  illegal,  unenforceable,  inoperative  or otherwise
ineffective,  Universal  shall have the right to  terminate  this  Agreement  as
provided herein.

     41.   COUNTERPARTS:   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which  shall be an  original,  but all of which  together
shall   constitute   one  agreement   binding  on  all  of  the  parties  hereto
notwithstanding  that all of the parties hereto are not  signatories to the same
counterpart. Each of the parties agrees that a photographic or facsimile copy of
the  signature  evidencing  a  party's  execution  of this  Agreement  shall  be
effective as an original  signature  and may be used in lieu of the original for
any purpose.

     42. PARAGRAPH HEADINGS AND DEFINITIONS; Paragraph and subparagraph headings
are for  case of  reference  only  and  shall  not  have  any  effect  upon  the
construction  of this  Agreement or any of the terms or provisions  hereof.  All
capitalized  terms used herein  shall be defined as set forth  elsewhere in this
Agreement.

     43. ENTIRE AGREEMENT: This Agreement, together with Schedule(s) "A" through
"Q" and all such additional  Schedule(s) as are added hereto  following the date
hereof and thereby made a part hereof,  constitutes a single, integrated written
contract  expressing the entire agreement of the parties  concerning the subject
matter hereof. No covenants, agreements,


                                     - 21 -

<PAGE>




representations or warranties of any kind whatsoever have been made by any party
to this Agreement except as specifically set forth in this Agreement.  All prior
agreements, discussions and negotiations have been and are merged and integrated
into, and are entirely superseded by, this Agreement.

     IN WITNESS  WHEREOF,  each party has  executed  this  Agreement on the date
indicated below.




                                                         Power Photo Enterprises
                                                                    ("Licensee")



                                                   By: /s/ Ron Thompson
                                                      --------------------------

                                                   Its: President & COO
                                                       -------------------------
                                                   Date signed: Sept 23rd 1999
                                                             -------------------

                                               Universal Studios Licensing, Inc.
                                                                   ("Universal")


                                                   By:  /s/ C. CLeveland
                                                      --------------------------
                                                   Its: President
                                                      --------------------------
                                                   Date signed: 9/24/99
                                                             -------------------








                                     - 22 -





<PAGE>




                                  SCHEDULE "A"
                                   -----------

  to the Master Merchandising License Agreement dated as of September 15, 1999
                  between Universal and Power Photo Enterprises

                                   F&L #105123

Universal Property:  The animated  theatrical  motion picture  entitled The Land
     Before Time" and related characters.


Licensed Article(s):  Digitally-manipulated  photos  incorporating the Universal
     Property,  in four  formats  (16-up peel & stick,  4-up peel & stick,  1-up
     non-stick portrait and 1-up non-stick  postcard),  to be sold in Licensee's
     own kiosks.

Advance:  One  Thousand  Two  Hundred  Fifty  Dollars  (US  $1,250.00),  payable
     simultaneously upon the execution of this Schedule.

Guarantee:  Five Thousand  Dollars (US $5,000.00),  payable as follows:  (i) One
     Thousand Two Hundred Fifty Dollars (US $1,250.00),  payable  simultaneously
     upon the execution of this Schedule (i.e., the Advance);  (ii) minimum sums
     equal to Two Thousand Five Hundred Dollars (US $2,500.00), inclusive of the
     Advance  and any  Royalties  already  paid,  due and  payable  on or before
     January 31, 2000; and (iii) minimum sums equal to Five Thousand Dollars (US
     $5,000.00),  inclusive of the Advance and any Royalties  already paid,  due
     and payable on or before December 31, 2001.

Royalty: Five Percent (5%) of retail price.

License Term:  From the date of execution of this  Schedule  until  December 31,
     2002.

License Territory: United States and Canada

Marketing/Shipping  Date:  No earlier than the execution of this Schedule and no
     later than October 1, 1999.

Channels of  Distribution:  Licensee  shall be  permitted  to sell the  Licensed
     Article(s) solely through its own photo kiosks.

Additional Insureds: Amblin Entertainment, Inc.




                                     - S1 -


<PAGE>

LegalNotice:  Unless  otherwise  directed by  Universal  Licensee  shall use the
     following legal notice in connection  with the Licensed  Article(s) and the
     Advertising and Promotion thereof:

     The Land Before Time and related  characters  are trademarks and copyrights
     of Universal  Studios and U-Drive  Productions,  Inc. Licensed by Universal
     Studios Licensing, Inc. All rights reserved.




       AGREED AND ACCEPTED:


       Universal Studios Licensing, Inc.         Power Photo Enterprises
       ("Universal")                             ("Licensee")


By:    /s/ C Cleveland                         By:  /s/ Ron Thompson
     --------------------------------             -----------------------------

Its:    President                              Its:  President & COO
     --------------------------------             -----------------------------

Dated: 9/24/99                                 Dated: Sept. 23rd 1999
     --------------------------------             -----------------------------












                                     - S2 -


<PAGE>



                                  SCHEDULE "B"
                                   -----------


  to the Master Merchandising License Agreement dated as of September 15, 1999
                  between Universal and Power Photo Enterprises


                                   F&L #105124

Universal Property:  The classic animated  Characters known as "Woody Woodpecker
     and Friends."

Licensed Article(s):  Digitally-manipulated  photos  incorporating the Universal
     Property,  in four  formats  (16-up peel & stick,  4-up peel & stick,  1-up
     non-stick portrait and 1-up non-stick  postcard),  to be sold in Licensee's
     own kiosks.

Advance: Five Thousand Dollars (US $5,000.00),  payable  simultaneously upon the
     execution of this Schedule.

Guarantee: Twenty Thousand Dollars (US $20,000.00), payable as follows: (i) Five
     Thousand Dollars (US $5,000.00),  payable simultaneously upon the execution
     of this  Schedule  (i.e.,  the  Advance);  (ii)  minimum  sums equal to Ten
     Thousand  Dollars  (US  $10,000.00),  inclusive  of  the  Advance  and  any
     Royalties  already paid, due and payable on or before January 31, 2000; and
     (iii)  minimum  sums  equal to Twenty  Thousand  Dollars  (US  $20,000.00),
     inclusive of the Advance and any Royalties already paid, due and payable on
     or before December 31, 2001.

Royalty: Five Percent (5%) of retail price.

License Term:  From the date of execution of this  Schedule  until  December 31,
     2002.

License Territory: United States and Canada

Marketing/Shipping  Date:  No earlier than the execution of this Schedule and no
     later than October 1, 1999.

Channels of  Distribution:  Licensee  shall be  permitted  to sell the  Licensed
     Article(s) solely through its own photo kiosks.

Additional Insureds: N/A











                                     - S3 -

<PAGE>


Legal Notice: Unless  otherwise  directed by  Universal  Licensee  shall use the
     following legal notice in connection  with the Licensed  Article(s) and the
     Advertising and Promotion thereof:

     Woody  Woodpecker  and Friends and related  characters  are  trademarks and
     copyrights of Walter Lantz Productions,  Inc. Licensed by Universal Studios
     Licensing, Inc. All rights reserved.


       AGREED AND ACCEPTED:


       Universal Studios Licensing, Inc.         Power Photo Enterprises
       ("Universal")                             ("Licensee")


By:    /s/ C Cleveland                         By:  /s/ Ron Thompson
     --------------------------------             -----------------------------

Its:    President                              Its:  President & COO
     --------------------------------             -----------------------------

Dated: 9/24/99                                 Dated: Sept. 23rd 1999
     --------------------------------             -----------------------------












                                     - S4 -



<PAGE>



"C"
                                  SCHEDULE "C"
                                   -----------
  to the Master Merchandising License Agreement dated as of September 15, 1999
                  between Universal and Power Photo Enterprises

                                   F&L #105125

Universal Property:  The live-action  theatrical  motion picture entitled "Blues
     Brothers 2000."

Licensee  acknowledges  that no image(s) of any  character(s)  appearing  in the
     Universal  Property which  incorporate(s)  the likeness(es) of any actor(s)
     portraying such character(s) shall be utilized without Universal's consent.

Licensed Article(s):  Digitally-manipulated  photos  incorporating the Universal
     Property,  in four  formats  (16-up peel & stick,  4-up peel & stick,  1-up
     non-stick portrait and 1-up non-stick  postcard),  to be sold in Licensee's
     own kiosks.

Advance:  One  Thousand  Two  Hundred  Fifty  Dollars  (US  $1,250.00),  payable
     simultaneously upon the execution of this Schedule.

Guarantee:  Five Thousand  Dollars (US $5,000.00),  payable as follows:  (i) One
     Thousand Two Hundred Fifty Dollars (US $1,250.00),  payable  simultaneously
     upon the execution of this Schedule (i.e., the Advance);  (ii) minimum sums
     equal to Two Thousand Five Hundred Dollars (US $2,500.00), inclusive of the
     Advance  and any  Royalties  already  paid,  due and  payable  on or before
     January 31, 2000; and (iii) minimum sums equal to Five Thousand Dollars (US
     $5,000.00),  inclusive of the Advance and any Royalties  already paid,  due
     and payable on or before December 31, 2001.

Royalty: Five Percent (5%) of retail price.

License Term:  From the date of execution of this  Schedule  until  December 31,
     2002.

License Territory: United States and Canada

Marketing/Shipping  Date:  No earlier than the execution of this Schedule and no
     later than October 1, 1999.

Channels of  Distribution:  Licensee  shall be  permitted  to sell the  Licensed
     Article(s) solely through its own photo kiosks.

Additional Insureds: N/A





                                     - S5 -


<PAGE>



LegalNotice:  Unless  otherwise  directed by  Universal  Licensee  shall use the
     following legal notice in connection  with the Licensed  Article(s) and the
     Advertising and Promotion thereof:

     Blues  Brothers  2000 is a trademark  and  copyright of Universal  Studios.
     Licensed by Universal Studios Licensing, Inc. All rights reserved.


       AGREED AND ACCEPTED:


       Universal Studios Licensing, Inc.         Power Photo Enterprises
       ("Universal")                             ("Licensee")


By:    /s/ C Cleveland                         By:  /s/ Ron Thompson
     --------------------------------             -----------------------------

Its:    President                              Its:  President & COO
     --------------------------------             -----------------------------

Dated: 9/24/99                                 Dated: Sept. 23rd 1999
     --------------------------------             -----------------------------







                                     - S6 -





<PAGE>





                                  SCHEDULE "D"
                                   -----------
  to the Master Merchandising License Agreement dated as of September 15, 1999
                  between Universal and Power Photo Enterprises

                                   F&L #105126

Universal Property:  The live-action  television series entitled "Hercules:  The
     Legendary Journeys."

Licensee  acknowledges  that no image(s) of any  character(s)  appearing  in the
     Universal  Property which  incorporate(s)  the likeness(es) of any actor(s)
     portraying such character(s) shall be utilized without Universal's consent.

Licensed Article(s):  Digitally-manipulated  photos  incorporating the Universal
     Property,  in four  formats  (16-up peel & stick,  4-up peel & stick,  1-up
     non-stick portrait and 1-up non-stick  postcard),  to be sold in Licensee's
     own kiosks.

Advance: One Thousand Dollars (US $1,000.00),  payable  simultaneously  upon the
     execution of this Schedule.

Guarantee:  Four Thousand  Dollars (US $4,000.00),  payable as follows:  (i) One
     Thousand Dollars (US $1,000.00),  payable simultaneously upon the execution
     of this  Schedule  (i.e.,  the  Advance);  (ii)  minimum  sums equal to Two
     Thousand Dollars (US $2,000.00), inclusive of the Advance and any Royalties
     already  paid,  due and payable on or before  January 31,  2000;  and (iii)
     minimum sums equal to Four Thousand  Dollars (US  $4,000.00),  inclusive of
     the Advance and any Royalties  already  paid,  due and payable on or before
     December 31, 2001.

Royalty: Five Percent (5%) of retail price.

License Term:  From the date of execution of this  Schedule  until  December 31,
     2002.

License Territory: United States and Canada

Marketing/Shipping  Date:  No earlier than the execution of this Schedule and no
     later than October 1, 1999.

Channels of  Distribution:  Licensee  shall be  permitted  to sell the  Licensed
     Article(s) solely through its own photo kiosks.

Additional Insureds: Studios USA Television Distribution LLC.







                                     - S7 -


<PAGE>




LegalNotice:  Unless  otherwise  directed by  Universal  Licensee  shall use the
     following legal notice in connection  with the Licensed  Article(s) and the
     Advertising and Promotion thereof:

     Hercules:  The  Legendary  Journeys is a trademark and copyright of Studios
     USA Television  Distribution LLC. Licensed by Universal Studios  Licensing,
     Inc. All rights reserved.


       AGREED AND ACCEPTED:


       Universal Studios Licensing, Inc.         Power Photo Enterprises
       ("Universal")                             ("Licensee")


By:    /s/ C Cleveland                         By:  /s/ Ron Thompson
     --------------------------------             -----------------------------

Its:    President                              Its:  President & COO
     --------------------------------             -----------------------------

Dated: 9/24/99                                 Dated: Sept. 23rd 1999
     --------------------------------             -----------------------------




                                     - S8 -


<PAGE>



                                  SCHEDULE "E"
                                   -----------
  to the Master Merchandising License Agreement dated as of September 15, 1999
                  between Universal and Power Photo Enterprises

                                   F&L #105127

Universal Property:  The live-action  television series entitled "Xena:  Warrior
     Princess."

Licensee  acknowledges  that no image(s) of any  character(s)  appearing  in the
     Universal  Property which  incorporate(s)  the likeness(es) of any actor(s)
     portraying such character(s) shall be utilized without Universal's consent.

Licensed Article(s):  Digitally-manipulated  photos  incorporating the Universal
     Property,  in four  formats  (16-up peel & stick,  4-up peel & stick,  1-up
     non-stick portrait and 1-up non-stick  postcard),  to be sold in Licensee's
     own kiosks.

Advance:  One   Thousand   Five   Hundred   Dollars  (US   $1,500.00),   payable
     simultaneously upon the execution of this Schedule.

Guarantee:  Six Thousand  Dollars (US  $6,000.00),  payable as follows:  (i) One
     Thousand Five Hundred Dollars (US $1,500.00),  payable  simultaneously upon
     the execution of this Schedule (i.e., the Advance); (ii) minimum sums equal
     to Three Thousand Dollars (US $3,000.00),  inclusive of the Advance and any
     Royalties  already paid, due and payable on or before January 31, 2000; and
     (iii) minimum sums equal to Six Thousand Dollars (US $6,000.00),  inclusive
     of the Advance and any Royalties already paid, due and payable on or before
     December 31, 2001.

Royalty: Five Percent (5%) of retail price.

License Term:  From the date of execution of this  Schedule  until  December 31,
     2002.

License Territory: United States and Canada

Marketing/Shipping  Date:  No earlier than the execution of this Schedule and no
     later than October 1, 1999.

Channels of  Distribution:  Licensee  shall be  permitted  to sell the  Licensed
     Article(s) solely through its own photo kiosks.

Additional Insureds: Studios USA Television Distribution LLC.


                                     - S9 -



<PAGE>






LegalNotice:  Unless  otherwise  directed by  Universal  Licensee  shall use the
     following legal notice in connection  with the Licensed  Article(s) and the
     Advertising and Promotion thereof:

     Xena:  Warrior  Princess  is a  trademark  and  copyright  of  Studios  USA
     Television Distribution LLC. Licensed by Universal Studios Licensing,  Inc.
     All rights reserved.


       AGREED AND ACCEPTED:


       Universal Studios Licensing, Inc.         Power Photo Enterprises
       ("Universal")                             ("Licensee")


By:    /s/ C Cleveland                         By:  /s/ Ron Thompson
     --------------------------------             -----------------------------

Its:    President                              Its:  President & COO
     --------------------------------             -----------------------------

Dated: 9/24/99                                 Dated: Sept. 23rd 1999
     --------------------------------             -----------------------------




                                     - S10 -



<PAGE>




                                  SCHEDULE "F"
                                   -----------
  to the Master Merchandising License Agreement dated as of September 15, 1999
                  between Universal and Power Photo Enterprises

                                   F&L #105128

Universal  Property:  The  characters  and  settings  embodied in the video game
     property entitled "Crash Bandicoot."

Licensed Article(s):  Digitally-manipulated  photos  incorporating the Universal
     Property,  in four  formats  (16-up peel & stick,  4-up peel & stick,  1-up
     non-stick portrait and 1-up non-stick  postcard),  to be sold in Licensee's
     own kiosks.

Advance:  Two   Thousand   Five   Hundred   Dollars  (US   $2,500.00),   payable
     simultaneously upon the execution of this Schedule.

Guarantee: Ten Thousand  Dollars (US  $10,000.00),  payable as follows:  (i) Two
     Thousand Five Hundred Dollars (US $2,500.00),  payable  simultaneously upon
     the execution of this Schedule (i.e., the Advance); (ii) minimum sums equal
     to Five Thousand  Dollars (US $5,000.00),  inclusive of the Advance and any
     Royalties  already paid, due and payable on or before January 31, 2000; and
     (iii) minimum sums equal to Ten Thousand Dollars (US $10,000.00), inclusive
     of the Advance and any Royalties already paid, due and payable on or before
     December 31, 2001.

Royalty: Five Percent (5%) of retail price.

License Term:  From the date of execution of this  Schedule  until  December 31,
     2002.

License Territory: United States and Canada

Marketing/Shipping  Date:  No earlier than the execution of this Schedule and no
     later than October 1, 1999.

Channels of  Distribution:  Licensee  shall be  permitted  to sell the  Licensed
     Article(s) solely through its own photo kiosks.

Additional Insureds: N/A






                                     - S11 -


<PAGE>



LegalNotice:  Unless  otherwise  directed by  Universal  Licensee  shall use the
     following legal notice in connection  with the Licensed  Article(s) and the
     Advertising and Promotion thereof:

     Crash  Bandicoot  and related  characters  TM & (C)  Universal  Interactive
     Studios,  Inc.  Licensed by Universal  Studios  Licensing,  Inc. All rights
     reserved.


       AGREED AND ACCEPTED:


       Universal Studios Licensing, Inc.         Power Photo Enterprises
       ("Universal")                             ("Licensee")


By:    /s/ C Cleveland                         By:  /s/ Ron Thompson
     --------------------------------             -----------------------------

Its:    President                              Its:  President & COO
     --------------------------------             -----------------------------

Dated: 9/24/99                                 Dated: Sept. 23rd 1999
     --------------------------------             -----------------------------






                                     - S12 -





<PAGE>




                                  SCHEDULE "G"
                                   -----------
  to the Master Merchandising License Agreement dated as of September 15, 1999
                  between Universal and Power Photo Enterprises

                                   F&L #105129

Universal Property: The classic set of characters known as the Universal Studios
     Monsters, consisting of Frankenstein,  the Bride of Frankenstein,  Dracula,
     the  Mummy,  the Wolf  Man,  the  Creature  from the Black  Lagoon  and the
     Invisible Man.

Licensee shall use only the character images and shall not utilize any images of
     any character(s) which incorporate(s) the likeness(es) of any actor(s) that
     portrayed such character(s)  unless; (i) such use is approved by Universal;
     and (ii) Licensee  provides  Universal with  documentation of consents from
     the  applicable   actors  estates  (or  the  designated   representative(s)
     therefor) with respect to such usage.

Licensed Article(s):  Digitally-manipulated  photos  incorporating the Universal
     Property,  in four  formats  (16-up peel & stick,  4-up peel & stick,  1-up
     non-stick portrait and 1- up non-stick postcard),  to be sold in Licensee's
     own kiosks.

Advance:  Seven   Thousand  Five  Hundred   Dollars  (US   $7,500.00),   payable
     simultaneously upon the execution of this Schedule.

Guarantee: Thirty Thousand Dollars (US $30,000.00), payabl as follows; (i) Seven
     Thousand Five Hundred Dollars (US $7,500.00),  payable  simultaneously upon
     the execution of this Schedule (i.e., the Advance); (ii) minimum sums equal
     to Fifteen Thousand  Dollars (US $15,000.00),  inclusive of the Advance and
     any Royalties  already paid, due and payable on or before January 31, 2000;
     and (iii) minimum sums equal to Thirty  Thousand  Dollars (US  $30,000.00),
     inclusive of the Advance and any Royalties already paid, due and payable on
     or before December 31, 2001.

Royalty: Five Percent (5%) of retail price.

License Term:  From the date of execution of this  Schedule  until  December 31,
     2002.

License Territory: United States and Canada.

Marketing/Shipping  Date:  No earlier than the execution of this Schedule and no
     later than October 1, 1999.








                                     - S13 -



<PAGE>



Channels of  Distribution:  Licensee  shall be  permitted  to sell the  Licensed
     Articles(s) solely through its own photo kiosks.

Additional Insureds:  N/A

LegalNotice:  Unless  otherwise  directed  by  Universal  License  shall use the
     following legal notice in connection  with the Licensed  Article(s) and the
     Advertising and Promotion thereof.

     The Universal  Studios  Monster and  trademarks and copyrights of Universal
     Studios. Licensed by Universal Studios Licensing, Inc. All rights reserved.

       AGREED AND ACCEPTED:


       Universal Studios Licensing, Inc.         Power Photo Enterprises
       ("Universal")                             ("Licensee")


By:                                              By:
     --------------------------------             -----------------------------

Its:                                             Its:
     --------------------------------             -----------------------------

Dated:                                           Dated:
     --------------------------------             -----------------------------





                                     - S14 -



<PAGE>


                                  SCHEDULE "H"
                                   -----------
  To the Master Merchandising License Agreement dated as of September 15, 1999
                  between Universal and Power Photo Enterprises

                                   F&L #105130

Universal  Property:   The  live-action   theatrical   motion  picture  entitled
     "Dudley-Do-Right."

Licensee  acknowledges  that the rights granted  hereunder are limited solely to
     the  Universal  Property  as defined  above and do not include the right to
     utilize the classic animated  characters on which the Universal Property is
     based,  any  characters  or other  element(s)  from the  theatrical  motion
     picture  entitled  "The  Adventures  of Rocky &  Bullwinkle,"  or any other
     motion  picture(s)  based on,  related  to or  derived  from the  Universal
     Property, and/or the classic characters on which it is based, other than as
     set forth  above.  Licensee  further  acknowledges  that no image(s) of any
     character(s)  appearing in the Universal Property which  incorporate(s) the
     likeness(es) of any actor(s) portraying such character(s) shall be utilized
     without Universal's consent.

Licensed Article(s):  Digitally-manipulated  photos  incorporating the Universal
     Property,  in four  formats  (16-up peel & stick,  4-up peel & stick,  1-up
     non-stick portrait and 1-up non-stick  postcard),  to be sold in Licensee's
     own kiosks.

Advance: Six Hundred  Twenty-Five Dollars (US $625.00),  payable  simultaneously
     upon the execution of this Schedule.

Guarantee: Two Thousand Five Hundred Dollars (US $2,500.00), payable as follows:
     (i) Six Hundred  Twenty-Five Dollars (US $625.00),  payable  simultaneously
     upon the execution of this Schedule (i.e., the Advance);  (ii) minimum sums
     equal to One Thousand Two Hundred Fifty Dollars (US  $1,250.00),  inclusive
     of the Advance and any Royalties already paid, due and payable on or before
     January 31, 2000; and (iii) minimum sums equal to Two Thousand Five Hundred
     Dollars (US $2,500.00),  inclusive of the Advance and any Royalties already
     paid, due and payable on or before December 31, 2001.

Royalty: Five Percent (5%) of retail price.

License Term:  From the date of execution of this  Schedule  until  December 31,
     2002.








                                    - S 15 -


<PAGE>


License Territory: United States and Canada.

Marketing/Shipping  Date:  No earlier than the execution of this Schedule and no
     later than October 1, 1999.

Channels of  Distribution:  Licensee  shall be  permitted  t sell  the  Licensed
     Article(s) solely through its own photo kiosks.

Additional Insureds: Jay Ward Productions, Inc.

LegalNotice:  Unless  otherwise  directed by  Universal  Licensee  shall use the
     following legal notice in connection  with the Licensed  Article(s) and the
     Advertising and Promotion thereof:

     "DUDLEY   DO-RIGHT"(C)Universal   Studios.   Dudley-Do  Right  and  related
     characters  are trademarks  and  copyrights of Jay Ward  Productions,  Inc.
     Licensed by Universal Studios Licensing, Inc. All rights reserved.


       AGREED AND ACCEPTED:


       Universal Studios Licensing, Inc.         Power Photo Enterprises
       ("Universal")                             ("Licensee")


By:    /s/ C Cleveland                         By:  /s/ Ron Thompson
     --------------------------------             -----------------------------

Its:    President                              Its:  President & COO
     --------------------------------             -----------------------------

Dated: 9/24/99                                 Dated: Sept. 23rd 1999
     --------------------------------             -----------------------------





                                     - S16 -



<PAGE>




                                  SCHEDULE "I"
                                   -----------
  To the Master Merchandising License Agreement dated as of September 15, 1999
                  between Universal and Power Photo Enterprises

                                   F&L #105131


Universal Property: The live-action theatrical motion picture presently entitled
     "The Adventures of Rocky & Bullwinkle."

     Licensee  acknowledges that the rights granted hereunder are limited solely
     to the Universal  Property as defined above and do not include the right to
     utilize the classic animated  characters on which the Universal Property is
     based,  any  characters  or other  element(s)  from the  theatrical  motion
     picture  entitled "Dudley  Do-Right," or any other motion  picture(s) based
     on, related to or derived from the Universal  Property,  and/or the classic
     characters  on which it is based,  other than as set forth above.  Licensee
     further acknowledges that no image(s) of any character(s)  appearing in the
     Universal  Property which  incorporate(s)  the likeness(es) of any actor(s)
     portraying such character(s) shall be utilized without Universal's consent.

Licensed Article(s):  Digitally-manipulated  photos  incorporating the Universal
     Property,  in four  formats  (16-up peel & stick,  4-up peel & stick,  1-up
     non-stick portrait and 1-up non-stick  postcard),  to be sold in Licensee's
     own kiosks.

Advance: One Thousand Dollars (US $1,000.00),  payable  simultaneously  upon the
     execution of this Schedule.

Guarantee:  Four Thousand  Dollars (US  $4,000.00),  payable a follows;  (i) One
     Thousand Dollars (US $1,000.00),  payable simultaneously upon the execution
     of this  Schedule  (i.e.,  the  Advance);  (ii)  minimum  sums equal to Two
     Thousand Dollars (US $2,000.00), inclusive of the Advance and any Royalties
     already  paid,  due and payable on or before  January 31,  2000;  and (iii)
     minimum sums equal to Four Thousand  Dollars (US  $4,000.00),  inclusive of
     the Advance and any Royalties  already  paid,  due and payable on or before
     December 31, 2001.

Royalty: Five Percent (5%) of retail price.

License Term:  From the date of execution of this  Schedule  until  December 31,
     2002.

License Territory: United States and Canada.






                                     - S17 -

<PAGE>



Marketing /Shipping  Date: No earlier than the execution of this Schedule and no
     later than October 1, 1999.

Channels of  Distribution:  Licensee  shall be  permitted  to sell the  Licensed
     Article(s) solely through its own photo kiosks.

Additional Insureds: Jay Ward Productions, Inc.

LegalNotice:  Unless  otherwise  directed by  Universal  Licensee  shall use the
     following legal notice in connection  with the Licensed  Article(s) and the
     Advertising and Promotion thereof:


     "The  Adventures  of  Rocky  &  Bullwinkle"  (C)  Universal  Studios.   The
     Adventures of Rocky and Bullwinkle  and Friends and related  characters are
     trademarks  and  copyrights  of Jay  Ward  Productions,  Inc.  Licensed  by
     Universal Studios Licensing, Inc. All rights reserved.




       AGREED AND ACCEPTED:


       Universal Studios Licensing, Inc.         Power Photo Enterprises
       ("Universal")                             ("Licensee")


By:    /s/ C Cleveland                         By:  /s/ Ron Thompson
     --------------------------------             -----------------------------

Its:    President                              Its:  President & COO
     --------------------------------             -----------------------------

Dated: 9/24/99                                 Dated: Sept. 23rd 1999
     --------------------------------             -----------------------------












                                     - S18 -


<PAGE>



                                  SCHEDULE "J"
                                   -----------
  To the Master Merchandising License Agreement dated as of September 15, 1999
                  between Universal and Power Photo Enterprises

                                   F&L #105132

Universal  Property:  The  classic  animated  Characters  known  as  "Rocky  and
     Bullwinkle and Friends."

Licensee  acknowledges  that the rights granted  hereunder are limited solely to
     the  Universal  Property  as defined  above and do not include the right to
     utilize characters, images or any other elements from the theatrical motion
     pictures "Dudley  Do-Right",  "The Adventures of Rocky & Bullwinkle" or any
     other motion picture(s) based on or derived from the Universal  Property as
     defined above.

Licensed Article(s):  Digitally-manipulated  photos  incorporating the Universal
     Property, in four formats (16-up peel & stick, 4-up peel & stick, 1-up non-
     stick portrait and 1-up non-stick  postcard),  to be sold in Licensee's own
     kiosks.

Advance: One Thousand Six Hundred  Twenty-Five  Dollars (US $1,625.00),  payable
     simultaneously upon the execution of this Schedule.

Guarantee: Six Thousand Five Hundred Dollars (US $6,500.00), payable as follows:
     (i) One Thousand Six Hundred  Twenty-Five  Dollars (US $1,625.00),  payable
     simultaneously  upon the  execution of this Schedule  (i.e.,  the Advance);
     (ii) minimum sums equal to Three  Thousand  Two Hundred  Fifty  Dollars (US
     $3,250.00) inclusive of the Advance and any Royalties already paid, due and
     payable on or before  January 31, 2000; and (iii) minimum sums equal to Six
     Thousand Five Hundred Dollars (US $6,500.00),  inclusive of the Advance and
     any Royalties already paid, due and payable on or before December 31, 2001.

Royalty: Five Percent (5%) of retail price.

License Term:  From the date of execution of this  Schedule  until  December 31,
     2002.

License Territory: United States and Canada.

Marketing/Shipping  Date:  No earlier than the execution of this Schedule and no
     later than October 1, 1999.





                                     - S19 -



<PAGE>



Channels of  Distribution:  Licensee  shall be  permitted  t sell  the  Licensed
     Article(s) solely through its own photo kiosks.

Additional Insureds: Jay Ward Productions, Inc.

LegalNotice:  Unless  otherwise  directed by  Universal,  License  shall use the
     following legal notice in connection  with the Licensed  Article(s) and the
     Advertising and Promotion thereof:

     The Adventures of Rocky and  Bullwinkle and friends and related  characters
     are  trademarks and copyrights of Jay Ward  Productions,  Inc.  Licensed by
     Universal Studios Licensing, Inc. All rights reserved.


       AGREED AND ACCEPTED:


       Universal Studios Licensing, Inc.         Power Photo Enterprises
       ("Universal")                             ("Licensee")


By:    /s/ C Cleveland                         By:  /s/ Ron Thompson
     --------------------------------             -----------------------------

Its:    President                              Its:  President & COO
     --------------------------------             -----------------------------

Dated: 9/24/99                                 Dated: Sept. 23rd 1999
     --------------------------------             -----------------------------


                                    - S 20 -

<PAGE>







                                  SCHEDULE "K"
                                  ------------

  to the Master Merchandising License Agreement dated as of September 15, 1999
                  between Universal and Power Photo Enterprises

                                   F&L #105133

Universal Property:  The classic live action  theatrical  motion picture "Animal
     House,"

Licensee  acknowledges  that no image(s) of any  character(s)  appearing  in the
     Universal  Property which  incorporate(s)  the likeness(es) of any actor(s)
     portraying such character(s) shall be utilized without Universal's consent.

Licensed Article(s):  Digitally-manipulated  photos  incorporating the Universal
     Property,  in four  formats  (16-up peel & stick,  4-up peel & stick,  1-up
     non-stick portrait and 1-up non-stick  postcard),  to be sold in Licensee's
     own kiosks.

Advance:  One  Thousand  Two  Hundred  Fifty  Dollars  (US  $1,250.00),  payable
     simultaneously upon the execution of this Schedule.

Guarantee:  Five Thousand  Dollars (US  $5,000.00),  payable a follows:  (i) One
     Thousand Two Hundred Fifty Dollars (US $1,250.00),  payable  simultaneously
     upon the execution of this Schedule (i.e., the Advance);  (ii) minimum sums
     equal to Two Thousand Five Hundred Dollars (US $2,500.00)  inclusive of the
     Advance  and any  Royalties  already  paid,  due and  payable  on or before
     January 31, 2000; and (iii) minimum sums equal to Five Thousand Dollars (US
     $5,000.00), inclusive of the Advance and any Royalties already paid due and
     payable on or before December 31, 2001.

Royalty: Five Percent (5%) of retail price.

License Term:  From the date of execution of this  Schedule  until  December 31,
     2002.

License Territory: United States and Canada.

Marketing/Shipping  Date:  No earlier than the execution of this Schedule and no
     later than October 1, 1999.

Channels of  Distribution:  Licensee  shall be  permitted  to sell the  Licensed
     Article(s) solely through its own photo kiosks.

Additional Insureds: N/A

                                    - S 21 -

<PAGE>






LegalNotice:  Unless  otherwise  directed by Universal,  Licensee  shall use the
     following legal notice in connection  with the Licensed  Article(s) and the
     Advertising and Promotion thereof:

     Animal House is a trademark and copyright of Universal Studios. Licensed by
     Universal Studios Licensing, Inc. All rights reserved.



       AGREED AND ACCEPTED:


       Universal Studios Licensing, Inc.         Power Photo Enterprises
       ("Universal")                             ("Licensee")


By:    /s/ C Cleveland                         By:  /s/ Ron Thompson
     --------------------------------             -----------------------------

Its:    President                              Its:  President & COO
     --------------------------------             -----------------------------

Dated: 9/24/99                                 Dated: Sept. 23rd 1999
     --------------------------------             -----------------------------




                                     -S 22 -


<PAGE>



                                  SCHEDULE "L"
                                  ------------
  to the Master Merchandising License Agreement dated as of September 15, 1999
                 between Universal and Power Photo Enterprises
                                   F&L #105135

Universal  Property:  The name,  likeness,  signature  and voic of the legendary
     martial artist known as Bruce Lee (as embodied in visual images supplied to
     Licensee by Universal).

Licensee  acknowledges  that the rights granted  hereunder are limited solely to
     the  Universal  Property  as defined  above and do not include the right to
     utilize any title(s),  scene(s), image(s) or element(s) from any theatrical
     motion  picture(s)  in which  Bruce Lee  appeared,  as all such  rights are
     presently  owned or  controlled  by third  (i.e.,  non-Universal)  parties.
     Licensee  hereby  agrees  that  Licensee  shall be solely  responsible  for
     securing any and all rights, licenses, clearances,  permissions,  approvals
     and the like which may be required  with  respect to any use by Licensee of
     such elements from any such motion picture(s) and for providing evidence of
     same to Universal upon request.

Licensed Article(s):  Digitally-manipulated  photos  incorporating the Universal
     Property,  in four  formats  (16-up peel & stick,  4-up peel & stick,  1-up
     non-stick portrait and 1-up non-stick  postcard),  to be sold in Licensee's
     own kiosks.

Advance: Two Thousand Dollars (US $2,000.00),  payable  simultaneously  upon the
     execution of this Schedule.

Guarantee:  Eight Thousand Dollars (US $8,000.00),  payable as follows:  (i) Two
     Thousand Dollars (US $2,000.00),  payable simultaneously upon the execution
     of this  Schedule  (i.e  the  Advance);  (ii)  minimum  sums  equal to Four
     Thousand Dollars (US $4,000.00), inclusive of the Advance and any Royalties
     already  paid,  due and payable on or before  January 31,  2000;  and (iii)
     minimum sums equal to Eight Thousand  Dollars (US $8,000.00),  inclusive of
     the Advance and any Royalties  already  paid,  due and payable on or before
     December 31, 2001.

Royalty: Five Percent (5%) of retail price.

License Term:  From the date of execution of this  Schedule  until  December 31,
     2002.

License Territory: United States and Canada.

Marketing/Shipping  Date:  No earlier than the execution of this Schedule and no
     later than October 1, 1999.

Channels of  Distribution:  Licensee  shall be  permitted  to sell the  Licensed
     Article(s) solely through its own photo kiosks.

Additional Insureds: The Bruce Lee Estate.



                                     - S23 -

<PAGE>


LegalNotice:  Unless  otherwise  directed by Universal,  Licensee  shall use the
     following legal notice in connection  with the Licensed  Article(s) and the
     Advertising and Promotion thereof:

     BRUCE LEE and the Bruce Lee likeness are  trademarks  and copyrights of The
     Bruce Lee Estate. Licensed by Universal Studios Licensing,  Inc. All rights
     reserved.


       AGREED AND ACCEPTED:


       Universal Studios Licensing, Inc.         Power Photo Enterprises
       ("Universal")                             ("Licensee")


By:    /s/ C Cleveland                         By:  /s/ Ron Thompson
     --------------------------------             -----------------------------

Its:    President                              Its:  President & COO
     --------------------------------             -----------------------------

Dated: 9/24/99                                 Dated: Sept. 23rd 1999
     --------------------------------             -----------------------------









                                     -S24 -


<PAGE>



                               SCHEDULE "M" -S24 -
                                   -----------
  to the Master Merchandising License Agreement dated as of September 15, 1999
                 between Universal and Power Photo Enterprises
                                     -S24 -
                                   F&L #105136

Universal Property: The live action theatrical motion picture Slap Shot."

     Licensee acknowledges that no image(s) of any character(s) appearing in the
     Universal  Property which  incorporate(s)  the likeness(es) of any actor(s)
     portraying such character(s) shall be utilized without Universal's consent.

Licensed Article(s)  Digitally-manipulated  photos  incorporating  the Universal
     Property,  in four  formats  (16-up peel & stick,  4-up peel & stick,  1-up
     non-stick portrait and 1-up non-stick  postcard),  to be sold in Licensee's
     own kiosks.

Advance: Two Thousand Dollars (US $2,000.00),  payable  simultaneously  upon the
     execution of this Schedule.

Guarantee:  Eight Thousand Dollars (US $8,000.00),  payable as follows:  (i) Two
     Thousand Dollars (US $2,000.00),  payable simultaneously upon the execution
     of this  Schedule  (i.e.,  the  Advance),  (ii)  minimum sums equal to Four
     Thousand Dollars (US $4,000.00), inclusive of the Advance and any Royalties
     already  paid,  due and payable on or before  January 31,  2000;  and (iii)
     minimum sums equal to Eight Thousand  Dollars (US $8,000.00),  inclusive of
     the Advance and any Royalties  already  paid,  due and payable on or before
     December 31, 2001.

Royalty: Five Percent (5%) of retail price.

License Term:  From the date of execution of this  Schedule  until  December 31,
     2002.

License Territory: United States and Canada.

Marketing/Shipping Date: No earlier than execution of this Schedule and no later
     tan October 1, 1999.

Channels of  Distribution:  Licensee  shall be  permitted  t sell  the  Licensed
     Article(s) solely through its own photo kiosks.

Additional Insureds: N/A





                                     -S25 -


<PAGE>


LegalNotice:  Unless  otherwise  directed by  Universal,  License  shall use the
     following legal notice in connection  with the Licensed  Article(s) and the
     Advertising and Promotion thereof:

     Slap Shot is a trademark  and copyright of Universal  Studios.  Licensed by
     Universal Studios Licensing, Inc. All rights reserved.


       AGREED AND ACCEPTED:


       Universal Studios Licensing, Inc.         Power Photo Enterprises
       ("Universal")                             ("Licensee")


By:    /s/ C Cleveland                         By:  /s/ Ron Thompson
     --------------------------------             -----------------------------

Its:    President                              Its:  President & COO
     --------------------------------             -----------------------------

Dated: 9/24/99                                 Dated: Sept. 23rd 1999
     --------------------------------             -----------------------------







                                                      - S26 -




<PAGE>






                                  SCHEDULE "N"
                                   -----------
  to the Master Merchandising License Agreement dated as of September 15, 1 999
                  between Universal and Power Photo Enterprises

                                   F&L #105137

Universal  Property:  The live action  theatrical  motion  picture "The Bride of
     Chucky"

     Licensee  acknowledges that the rights granted hereunder are limited solely
     to the  Universal  Property as defined  above and do not include any rights
     whatsoever  to utilize any  characters,  images or other  elements from any
     sequels  or  prequels  to  the   Universal   Property.   Licensee   further
     acknowledges  that  no  image(s)  of  any  character(s)  appearing  in  the
     Universal  Property which  incorporate(s)  the likeness(es) of any actor(s)
     portraying such character(s) shall be utilized without Universal's consent.

Licensed Article(s)  Digitally-manipulated  photos  incorporating  the Universal
     Property, in four formats (16-up peel & stick, 4-up peel & stick, 1-up non-
     stick portrait and 1-up non-stick  postcard),  to be sold in Licensee's own
     kiosks.

Advance: One Thousand Dollars (US $1,000.00),  payable  simultaneously  upon the
     execution of this Schedule.

Guarantee:  Four Thousand  Dollars (US  $4,000.00),  payable a follows:  (i) One
     Thousand Dollars (US $1,000.00),  payable simultaneously upon the execution
     of this  Schedule  (i.e.,  the  Advance);  (ii)  minimum  sums equal to Two
     Thousand Dollars (US $2,000.00), inclusive of the Advance and any Royalties
     already  paid,  due and payable on or before  January 31,  2000;  and (iii)
     minimum sums equal to Four Thousand  Dollars (US  $4,000.00),  inclusive of
     the Advance and any Royalties  already  paid,  due and payable on or before
     December 31, 2001.

Royalty: Five Percent (5%) of retail price.

License Term:  From the date of execution of this  Schedule  until  December 31,
     2002.

License Territory: United States and Canada.


Marketing/Shipping  Date:  No earlier than the execution of this Schedule and no
     later than October 1, 1999.




                                     - S27 -




<PAGE>



Channels of  Distribution:  License  shall be  permitted  to sell  the  Licensed
     Article(s) solely through its own photo kiosks.

Additional Insureds: N/A

LegalNotice:  Unless  otherwise  directed by Universal,  Licensee  shall use the
     following legal notice in connection  with the Licensed  Article(s) and the
     Advertising and Promotion thereof:

     The Bride of Chucky and related characters are trademarks and copyrights of
     Universal Studios. Licensed by Universal Studios Licensing, Inc. All rights
     reserved.


       AGREED AND ACCEPTED:


       Universal Studios Licensing, Inc.         Power Photo Enterprises
       ("Universal")                             ("Licensee")


By:    /s/ C Cleveland                         By:  /s/ Ron Thompson
     --------------------------------             -----------------------------

Its:    President                              Its:  President & COO
     --------------------------------             -----------------------------

Dated: 9/24/99                                 Dated: Sept. 23rd 1999
     --------------------------------             -----------------------------













                                     -S28 -





<PAGE>




                                  SCHEDULE "0"
                                   -----------
  to the Master Merchandising License Agreement dated as of September 15, 1999
                  between Universal and Power Photo Enterprises

                                   F&L #105138

Universal Property:  The live action theatrical motion picture "Babe: Pig in the
     City."

     Licensee  acknowledges that the rights granted hereunder are limited solely
     to the  Universal  Property as defined  above and do not include any rights
     whatsoever  to utilize any  characters,  images or other  elements from any
     sequels  or  prequels  to  the   Universal   Property.   Licensee   further
     acknowledges  that  no  image(s)  of  any  character(s)  appearing  in  the
     Universal  Property which  incorporate(s)  the likeness(es) of any actor(s)
     portraying such character(s) shall be utilized without Universal's consent.

Licensed Article(s):  Digitally-manipulated  photos  incorporating the Universal
     Property,  in four  formats  (16-up peel & stick,  4-up peel & stick,  1-up
     non-stick portrait and 1-up non-stick  postcard),  to be sold in Licensee's
     own kiosks.

Advance:  One   Thousand   Five   Hundred   Dollars  (US   $1,500.00),   payable
     simultaneously upon the execution of this Schedule.

Guarantee:  Six Thousand  Dollars (US  $6,000.00),  payable as follows:  (1) One
     Thousand Five Hundred Dollars (US $1,500.00),  payable  simultaneously upon
     the execution of this Schedule (i.e., the Advance); (ii) minimum sums equal
     to Three Thousand Dollars (US $3,000.00),  inclusive of the Advance and any
     Royalties  already paid, due and payable on or before January 31, 2000; and
     (iii) minimum sums equal to Six Thousand Dollars (US $6,000.00),  inclusive
     of the Advance and any Royalties already paid, due and payable on or before
     December 31, 2001.

Royalty: Five Percent (5%) of retail price.

License Term:  From the date of execution of this  Schedule  until  December 31,
     2002.

License Territory: United States and Canada.

Marketing/Shipping  Date:  No earlier than the execution of this Schedule and no
     later than October 1, 1999.




                                     - S29 -


<PAGE>


Channels of  Distribution:  Licensee  shall be  permitted  t sell  the  Licensed
     Article(s) solely through its own photo kiosks.

Additional Insureds: N/A

LegalNotice:  Unless  otherwise  directed by Universal,  Licensee  shall use the
     following legal notice in connection  with the Licensed  Article(s) and the
     Advertising and Promotion thereof:

     Babe: Pig in the City and related  characters are trademarks and copyrights
     of Universal  Studios.  Licensed by Universal Studios  Licensing,  Inc. All
     rights reserved.


       AGREED AND ACCEPTED:


       Universal Studios Licensing, Inc.         Power Photo Enterprises
       ("Universal")                             ("Licensee")


By:    /s/ C Cleveland                         By:  /s/ Ron Thompson
     --------------------------------             -----------------------------

Its:    President                              Its:  President & COO
     --------------------------------             -----------------------------

Dated: 9/24/99                                 Dated: Sept. 23rd 1999
     --------------------------------             -----------------------------





                                     - S30 -




<PAGE>



                                  SCHEDULE "P"
  to the Master Merchandising License Agreement dated as of September 15, 1999
                  between Universal and Power Photo Enterprises

                                   F&L #105139

Universal Property: The 1999 live action theatrical motion picture "The Mummy."

     Licensee acknowledges that no image(s) of any character(s) appearing in the
     Universal  Property which  incorporate(s)  the likeness(es) of any actor(s)
     portraying such character(s) shall be utilized without Universal's consent.

Licensed Article(s):  Digitally-manipulated  photos  incorporating the Universal
     Property,  in four  formats  (16-up peel & stick,  4-up peel & stick,  1-up
     non-stick portrait and 1-up non-stick  postcard),  to be sold in Licensee's
     own kiosks.

Advance: Four Thousand Dollars (US $4,000.00),  payable  simultaneously upon the
     execution of this Schedule.

Guarantee:  Sixteen Thousand Dollars (US  $16,000.00),  payable as follows:  (i)
     Four  Thousand  Dollars (US  $4,000.00),  payable  simultaneously  upon the
     execution of this Schedule (i.e., the Advance);  (ii) minimum sums equal to
     Eight  Thousand  Dollars (US  $8,000.00),  inclusive of the Advance and any
     Royalties  already paid,  due and payable on or before January 31 2000; and
     (iii)  minimum  sums equal to Sixteen  Thousand  Dollars  (US  $16,000,00),
     inclusive of the Advance and any Royalties already paid, due and payable on
     or before December 31, 2001.

Royalty: Five Percent (5%) of retail price.

License Term:  From the date of execution of this  Schedule  until  December 31,
     2002.

License Territory: United States and Canada.

Marketing/Shipping  Date:  No earlier than the execution of this Schedule and no
     later than October 1, 1999.

Channels of  Distribution:  Licensee  shall be  permitted  t sell  the  Licensed
     Article(s) solely through its own photo kiosks.

Additional Insureds: N/A








                                     - S31 -

<PAGE>


LegalNotice:  Unless  otherwise  directed by  Universal,  License  shall use the
     following legal notice in connection  with the Licensed  Article(s) and the
     Advertising and Promotion thereof:

     The Mummy is a trademark  and copyright of Universal  Studios.  Licensed by
     Universal Studios Licensing, Inc. All rights reserved.



       AGREED AND ACCEPTED:


       Universal Studios Licensing, Inc.         Power Photo Enterprises
       ("Universal")                             ("Licensee")


By:    /s/ C Cleveland                         By:  /s/ Ron Thompson
     --------------------------------             -----------------------------

Its:    President                              Its:  President & COO
     --------------------------------             -----------------------------

Dated: 9/24/99                                 Dated: Sept. 23rd 1999
     --------------------------------             -----------------------------



                                     - S32 -



<PAGE>


                                  SCHEDULE "Q"
                                   -----------
  to the Master Merchandising License Agreement dated as of September 15, 1999
                  between Universal and Power Photo Enterprises

                                   F&L #105140

Universal Property:  The live action  theatrical  motion  picture  entitled "The
     Flintstones in Viva Rock Vegas."

     Licensee acknowledges that no image(s) of any character(s) appearing in the
     Universal  Property which  incorporate(s)  the likeness(es) of any actor(s)
     portraying such character(s) shall be utilized without Universal's consent.
     Licensee  further  acknowledges  that no rights are granted with respect to
     the  theatrical  motion  picture  "The  Flintstones,"  nor any  sequels  or
     prequels  thereto,   other  than  as  described  above.   Licensee  further
     acknowledges  that the rights  granted  hereunder are limited solely to the
     Universal Property as defined above and that no animated  depictions of the
     characters  (either  based  on  the  Universal  Property  or on  any  other
     version(s) of the classic animated  "Flintstones"  property from which they
     are derived may be utilized.

Licensed Article(s)  Digitally-manipulated  photos  incorporating  the Universal
     Property,  in four  formats  (16-up peel & stick,  4-up peel & stick,  1-up
     non-stick portrait and 1-up non-stick  postcard),  to be sold in Licensee's
     own kiosks.

Advance:  Two   Thousand   Five   Hundred   Dollars  (US   $2,500.00),   payable
     simultaneously upon the execution of this Schedule.

Guarantee:  Ten Thousand  Dollars (US  $10,000.00),  payable a follows:  (i) Two
     Thousand Five Hundred Dollars (US $2,500.00),  payable  simultaneously upon
     the execution of this Schedule (i.e., the Advance); (ii) minimum sums equal
     to Five Thousand  Dollars (US $5,000.00),  inclusive of the Advance and any
     Royalties  already paid, due and payable on or before January 31, 2000; and
     (iii) minimum sums equal to Ten Thousand Dollars (US $10,000.00), inclusive
     of the  Advance  and any  Royalties  already  paid,  due and pay able on or
     before December 31, 2001.

Royalty: Five Percent (5%) of retail price.

License Term:  From the date of execution of this  Schedule  until  December 31,
     2002.





                                     - S33 -


<PAGE>



License Territory: United States and Canada.

Marketing/Shipping  Date:  No earlier than the execution of this Schedule and no
     later than October 1, 1999.

Channels of  Distribution:  Licensee  shall be  permitted  t sell  the  Licensed
     Article(s) solely through its own photo kiosks.

Additional Insureds: Amblin Entertainment, Inc. Warner Bros.

LegalNotice:  Unless  otherwise  directed by  Universal,  License  shall use the
     following legal notice in connection  with the Licensed  Article(s) and the
     Advertising and Promotion thereof.

     (An  appropriate  legal  notice for use on and/or in  conjunction  with the
     Licensed  Article(s),  their  packaging,  and the Advertising and Promotion
     thereof  will be provided  at the  relevant  stage of the product  approval
     process.)


       AGREED AND ACCEPTED:


       Universal Studios Licensing, Inc.         Power Photo Enterprises
       ("Universal")                             ("Licensee")


By:    /s/ C Cleveland                         By:  /s/ Ron Thompson
     --------------------------------             -----------------------------

Its:    President                              Its:  President & COO
     --------------------------------             -----------------------------

Dated: 9/24/99                                 Dated: Sept. 23rd 1999
     --------------------------------             -----------------------------







                                     - S34 -