EXHIBIT 4.4

SECOND  AGREEMENT  OF LOAN made and  entered  into in the City and  District  of
Montreal, this 14th day of September, 1999.

BY AND BETWEEN:     POWER PHOTO KIOSKS,  INC., a corporation  constituted  under
                    the law of Canada and having its head  office and  principal
                    place of business  located at 181  Whitehall  Drive,  in the
                    municipality of Markham, Ontario L3r 9T1, herein represented
                    by R.  Terry  Cooke,  Esq.  business  Executive,  its  Chief
                    Financial Officer.

     (hereinafter called the "Borrower")

AND:                MLIC HOLDINGS INC., a corporation duly constituted under the
                    laws of  Canada  and  having  principal  place  of  business
                    located at 999,  boulevard de Maisonneuve Ouest, Suite 1775,
                    in the City  and  district  of  Montreal,  Quebec,  H3A 3L4,
                    herein   represented   by  Murray  Lester,   Esq.   Business
                    Executive, its President.

     (hereinafter called the "Lender")

THE PARTIES HERETO DECLARE AS FOLLOWS:

1.   THAT they have entered into an Agreement of Loan attached hereto as Exhibit
     A;

2.   THAT they have  entered  hereto  into an  Extension  of  Agreement  of Loan
     attached hereto as Exhibit B;

3.   THAT the maturity date of the said Extension of Agreement of Loan is August
     31st, 1999;

4.   THAT the parties  agree on this date,  September 14, 1999, a second loan of
     $400,000 has been made by the Lender to the  Borrower and that,  therefore,
     the total outstanding balance on this date is $1,446,704  consisting of the
     original  loan of  $1,000,000;  interest of $46,704 on that loan as of this
     date; and the $400,000 second loan made on this date;

5.   THAT the parties  agree that the maturity date of both loans is extended to
     December 17, 1999;

6.   THAT all terms in the  Agreement of Loan and the  Extension of Agreement of
     Loan shall be extended, except:

     i)   The interest during the 95 day extension  period  beginning  September
          14, 1999 and ending December 17, 1999 shall be calculated on the basis
          of seven hundred dollars ($700.00) per day;

     ii)  In  consideration  of this  second  loan and of this  extension,  MLIC
          HOLDINGS,  INC.  shall  receive an  additional  30,000 shares in POWER
          PHOTO  KIOSKS,  INC.  free of charge.  This brings the total number of
          shares  held by MLIC  HOLDINGS,  INC.  to 80,000,  representing  7.692
          percent of the 1,040,000 shares outstanding after the aforesaid 30,000
          additional shares are issued;



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7.   THAT the Parties  hereto  declare that it is their wish that this Extension
     of Lease be drawn in English. Les Parties aux presentes declarent que c'est
     a leur demande que cette Extension de Bail soit redigee en anglais.

         IN WITNESS  WHEREOF  this Second  Agreement  of Loan has been  executed
under the seal of the undersigned at Montreal, this 14th day of September 1999.

Borrower:                              POWER PHOTO KIOSKS, INC.
                                       Per:

/s/ (Illegible)                         /s/ Ronald Terry Cooke
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Witness


/s/ Allan Turowetz
--------------------------
Witness



Lender:                                MLIC HOLDINGS, INC.
                                       Per:

/s/ Kenneth (Illegible)                /s/ Murray D. Lester
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Witness


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Witness