EXHIBIT 10.4

                                     TEAMING
                                        &
                            NON-DISCLOSURE AGREEMENT

                                     For the

               Retail Kiosk Delivery System - Power Photo project



     This  TEAMING  AGREEMENT  is made as of the  11th  day of  November,  l999,
amongst the following companies:

<TABLE>
<CAPTION>
Company                  Address                       Primary Contact          Telephone
                                                                                Facsimile
                                                                                  E-Mail
--------------------------------------------------------------------------------------------
<S>                      <C>                           <C>                      <C>
Sybase Canada Limited    One Robert Speck Parkway      Ron Allen                905 273-8562
                         Mississauga, Ontario          Senior Practice Manager  905 273-8580
                         Canada L4Z 3M3                                         ron.allen@sybase.com

Advanced Kiosk           181 Whitehall Drive           Don Huppe                905 415-5120
Services, Inc.           Markham, Ontario              President
                         Canada L3R 9T1                                         dhuppe@pathcom.com

Power Photo Kiosk Inc.   181 Whitehall Drive           Ron Thompson             905 948-9600
                         Markham, Ontario              President                905 948-8377
                         Canada L3R 9T1                                         ront@powerphoto.net

Integrated Kiosks Inc.   397 Humberline Drive          Mike Parker              416 675-3953
                         Unit # 7,                     President                416 675-5865
                         Rexdale, Ontario                                       kiosks@msn.com
                         Canada M9W 5T5
</TABLE>


     HEREINAFTER REFERRED TO AS THE "TEAMING PARTNERS".



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     Whereas,  the Teaming  Partners each posses,  own or have rights to product
and/or service  capabilities  and capacities  and/or  hardware  and/or  software
technology  with relevance  specifically  to the Retail Kiosk Delivery  System -
Power Photo Project.

     And further,  the Teaming  Partners  intend on delivering  the products and
services,  awarded as a result of the  collective  Proposal  to  Advanced  Kiosk
Services, Inc., collectively as a "Team".

     Now,  therefore,  in  consideration  of the mutual  promises and  covenants
contained herein, the Teaming Partners agree as follows:


     1. Definitions

     1.1  "Agreement" means this Teaming Agreement,  together with any Exhibits,
          any other referenced  documents and any Addenda attached hereto,  duly
          agreed and executed by each of the Teaming Partners.

     1.2  "Teaming  Partners"  means those firms  listed above as such and who's
          authorized  signing  officers have  executed  this  Agreement and each
          Exhibit and each Addenda attached hereto.

     1.3  "Team" means the collection of the Teaming Partners.

     1.4  "Bid/Response/Proposal"  are  interchangeable and each means the total
          and any part or component thereof the corporate,  technical,  product,
          service and  financial  information  and  documentation  offered by or
          through the Team for the Power Photo Project to illustrate,  detail or
          otherwise state the capabilities and capacities, approach, product and
          services  that the Team will  deploy,  employ,  assign  and/or sell to
          Advanced Kiosk Services, Inc.


     2. Project Management

Each of the Teaming  Partners  agrees that the Project  efforts  will be led and
coordinated by Sybase Canada Limited personnel.

Further,  each of the Teaming  Partners  agrees that any of the related  efforts
required  from any or any  combination  of the Teaming  Partners will be led and
coordinated by Sybase Canada Limited personnel.



<PAGE>



Sybase Canada Limited will use reasonable efforts to maintain  continuity in the
personnel  involved  with  leading  and  coordinating   efforts  throughout  the
pre-award and post-award periods.

Sybase Canada Limited will provide the test and development environments,  to be
located at it's  Mississauga  offices.  Where  necessary and  effective,  staff,
equipment,  software,  etc. will be made available by each Teaming Partner to be
employed at the offices of Sybase Canada Limited in Mississauga, Ontario.


     3. Proposal Preparation & Submission & Thereafter, As Required

Each  Teaming  Partner will be  responsible  to supply any relevant and required
corporate,  technical,  product,  service  and  financial  information  for  the
individual Company's area (s) of participation.

Each Teaming  Partner will be  responsible  for  assessing  their  technical and
functional  ability  levels,  and  the  associated  costs  of  bringing  to  the
requirements,  its own products and services.  Furthermore, each Teaming Partner
will make the necessary  personnel  available to the  lead/co-ordinator,  Sybase
Canada Limited personnel for clarification, rework and additional information.

It is  recognized  that  differences  of opinion will occur as to the  technical
requirements  and  therefore the  resources  needed to meet any given  mandatory
requirement.  In such an event,  the  lead/co-ordinator,  Sybase Canada  Limited
personnel will present the case to at least one- (1) other  independent  Teaming
Partner.  The consulted  Teaming  Partner will  determine  the  mitigation to be
pursued, i.e. time/scope/cost.

The  lead/coordinator,  Sybase Canada Limited  personnel will obtain the written
approval of the individual Teaming Partner concerned and at least one- (1) other
of Advanced Kiosk Services,  Inc.,  Power Photo Kiosk Inc. or Integrated  Kiosks
Inc. before altering any costing or pricing information.

It is recognized that a contingency  pricing factor will be considered  whenever
the effort to satisfy a mandatory  requirement involves more than a person week.
Any resulting  individual  contingency will not exceed twenty-five percent (25%)
of the value of the agreed work needed to meet the specific mandatory.


<PAGE>




Given  the  agreement  of each  of the  Teaming  Partners,  an  overall  Project
contingency  factor may be employed to determine the final cost/price offered to
the end client.

Each  Teaming  Partner  agrees  that it will team  ONLY with the group  named as
parties to this Agreement  collectively  for preparation and submission,  and in
the event of award the delivery of the specifically  named Proposal and Project,
being the Retail Kiosk Delivery System - Power Photo Project.

Work  towards the final  solution  will be done as per the  Detailed  Work Plan,
being a living and evolving  document and  initially to be agreed to on or about
November  11,  1999.  The  finalized  and  agreed  to  Detailed  Work  Plan will
constitute Appendix A to this Agreement.


     4. Revenues from Award of Project

The Retail Kiosk Delivery  System - Power Photo Project,  having been won by the
Team,  will result in the direct  revenues  for product  and  services  for each
Teaming Partner's participation accruing to that particular Teaming Partner.

This is not  meant to and will  not  preclude  any  sub-contracting  between  or
outside of the Teaming Partners.


     5. Rights and Ownership's of Other Related Technology

Any rights and  ownership's  held by the parties to any  intellectual  property,
licenses, patents, trademarks,  copyrights,  registrations,  etc. will remain as
these were prior to the execution of this Teaming Agreement.

Any  intellectual  property  developed  solely by an individual  Teaming Partner
remains the property of that Teaming  Partner and no rights or interest  thereto
will  be  assigned  to  any of  the  other  Teaming  Partners  collectively,  or
individually.


     6. Indemnification

The Teaming  Partners  agree to indemnify  each other and to hold each other and
their respective directors,  employees and agents harmless from all costs, loss,



<PAGE>



liability and expense  (including  court costs and reasonable  fees of attorneys
and expert  witnesses)  incurred  as a result of any  claims or demands  brought
against or  incurred  by any other  Teaming  Partner or  combination  of Teaming
Partners or their respective directors,  employees or agents, arising from or in
connection  with  any  representations,  warranties  or  guarantees  made by the
individual  Teaming  Partner to any third  parties  concerning  the product (s),
hardware  and/or  software  and/or  services which are  inconsistent  with or in
addition to those made by Teaming Partner responsible for the product (s) and/or
services, as per this Agreement.

Any  representations  made prior to the  submission of the Proposal,  during the
subsequent events leading to any award or after any award, during implementation
and delivery,  will be made as a Team,  specifically  through if not by the lead
and  coordinating  Teaming  Partner,  Sybase Canada  Limited  personnel,  in due
consultation with any Teaming Partner (s) directly and indirectly involved.



     7. Use of Teaming Partners' Names

Any Teaming  Partner can  disclose to third  parties the  participants,  Teaming
Partners who have agreed to and executed this Agreement,  in the strict context,
not detail of this Agreement.

None of the Teaming Partners will use any other Teaming  Partner's name or refer
to any other  Teaming  Partner in any press  release,  advertising  or marketing
literature, without the prior written approval of the Teaming Partner who's name
is to be used.

     8. Non-Disclosure

In   the    performance   of   any   of   a   particular    Teaming    Partner's
responsibilities/obligations  under this  Agreement,  employees  of each Teaming
Partner may be exposed to confidential information and materials of the others.

Each Teaming  Partner  agrees for  themselves  and all of their  employees  (and
sub-contractors,  if applicable) that such information will be kept confidential
and not disclosed to third parties.

Items will not be  considered  to be  Confidential  Information  if:

     (i)  already available to the public;


<PAGE>



     (ii) independently  developed by personnel o agents of one Teaming  Partner
          without access to the  Confidential  Information  of the other;

     (iii)already  known to the  recipient  at the time of  disclosure;  or

     (iv) produced in compliance with applicable law or a court order,  provided
          the  receiving  Teaming  Partner  first gives the  disclosing  Teaming
          Partner reasonable notice of such law or order.

Each of the Teaming Partners agrees to keep as  "Confidential"  any confidential
information, perceived as material or otherwise, obtained by it or its employees
from or in regard to another Teaming Partner, its products or services.

     9. Protection of Employees

Each Teaming  Partner is prohibited,  for the duration of this Agreement and for
twelve-  (12)  months  afterwards,  from  hiring  any  other  Teaming  Partner's
employees who work on any tasks or activities  associated  with this  Agreement,
without the prior written consent of the employing Teaming Partner.

     10. Qualified Personnel

Each Teaming  Partner  warrants that any required  services will be performed by
qualified  personnel in a professional  manner conforming to generally  accepted
industry standards and practices.

     11. Services Warranty & Limited Liability

EXCEPT  AS  OTHERWISE  EXPRESSLY  STATED  IN ANY  INDIVIDUAL  TEAMING  PARTNER'S
WARRANTIES OR DOCUMENTATION, NO EXPRESS OR IMPLIED WARRANTY IS MADE WITH RESPECT
TO THE  SERVICES  OR GOODS TO BE  SUPPLIED  BY ANY  TEAMING  PARTNER  HEREUNDER,
INCLUDING WITHOUT  LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.



NONE OF THE TEAMING PARTNERS WARRANT THE RESULTS OF ANY SERVICES.

THE TOTAL LIABILITY,  IF ANY, OF A TEAMING PARTNER  INCLUDING BUT NOT LIMITED TO
LIABILITY  ARISING OUT OF  CONTRACT,  TORT,  BREACH OR FAILURE OF  WARRANTY,  OR
OTHERWISE,  WILL NOT IN ANY  EVENT  EXCEED  THE FEES  ACCRUING  TO THAT  TEAMING
PARTNER UNDER THIS AGREEMENT.

NONE OF THE TEAMING  PARTNERS BE LIABLE FOR LOSS OF PROFITS,  LOSS OR INACCURACY
OF DATA, OR INDIRECT,  SPECIAL,  INCIDENTAL  OR  CONSEQUENTIAL  DAMAGES,  DUE OR
ACCRUED TO OR PRECIEVED TO BE ACCRUED TO OTHER  PARTNERS,  AS A RESULT OF OR DUE
TO OTHER PARTNERS ACTIONS OR INACTIONS.

THIS SECTION WILL SURVIVE TERMINATION OF THIS AGREEMENT.




<PAGE>




     12. Tools (Hardware and Software), Methodologies, Approaches, etc.


Any or all of the  Teaming  Partners  may use  certain  proprietary  approaches,
methodologies   and/or   hardware  and/or  software  tools  (e.g.  SQL  Monitor,
PowerDesigner)  and the  associated  documentation  (e.g.  "Sybase Tool Kit") in
performing   services  related  to  their  respective   product  and/or  service
responsibilities and obligations under this Agreement.

Any  such  proprietary,  approach,  methodology,  tool or such is  owned  by the
respective  Teaming  Partner or its  suppliers  who will at all times retain all
rights, title and interest therein.

Each of the  Teaming  Partners  agrees  not to use such  tools for any  purpose,
relicense,  copy in whole or in part,  modify,  reverse  engineer,  decompile or
disassemble the proprietary  approach,  methodology,  tool or such,  without the
prior written approval of respective Teaming Partner, original owner.

Access will be restricted to those who need to know and any  information  gained
by such use will be treated as Confidential  Information and returned  promptly,
within twenty- four- (24) hours of termination of this Agreement for any reason.

     13. General Provisions

          Term & Termination

Should  the Team not be awarded a contract  as a result of its  Proposal,  then;
this Agreement is terminated immediately.

Should the Team be awarded a contract  as a result of its  Proposal,  then;  the
Teaming  Partners  intend to negotiate the  applicable  sub-contract  agreements
necessary  to fulfill  the Team's  contractual  obligations  to  Advanced  Kiosk
Services,  Inc.  Any  agreements  between  the  Teaming  Partners  and their own
sub-contractors will be viewed as that Teaming Partner's responsibility.

Any  delay  or  loss  due  to  any  Teaming  Partner,  its  sub-contractors  and
affiliates,  or its failure to meet its obligations  under this Agreement and/or
any other related agreement will be the responsibility of the particular Teaming
Partner to remedy.  Such remedy must be made within twenty (20) business days of
written notice from any other Teaming Partner. Failure to do so, will constitute
grounds for termination of the defaulting  Teaming  Partner  involvement in this
Agreement and the Retail Kiosk Delivery System - Power Photo Project.

Contractual  commitments  are to be met based upon the agreed to  Detailed  Work
Plan.  Commitments  not met within  target  dates must be rectified so as not to
impact the  project  deliverables.  Formal  notice will be given in the event of
such an occurrence  and any cost  associated  with delays will be carried by the
at-fault  Teaming  Partner.  Failure  to do  so,  will  constitute  grounds  for
termination of the defaulting Teaming Partner  involvement in this Agreement and
the Retail Kiosk Delivery System - Power Photo Project.




<PAGE>



Parties  involved in the Retail  Kiosk  Delivery  System - Power Photo  Project,
either Teaming Partners or sub-contractors or any directly affiliated  companies
or individuals  will be excluded from making,  or attempting to make  contracts,
specific or implied,  with  Advanced  Kiosk  Services,  Inc. or any companies or
individuals  directly  affiliated  with it for the  duration of this  Agreement,
without the express written consent of the Teaming Partners.

Relationship between the Teaming Partners

The Teaming  Partners  will in all matters  relating  to this  Agreement  act as
independent contractors.

Nothing in this Agreement will be deemed to constitute the Teaming  Partner as a
business  partner,  joint venturer,  franchisee,  agent or employee of any other
Teaming  Partner (s),  except as explicitly  stated within this Agreement and in
relation to the Bid/Response/ Proposal or other related agreement.

None of the Teaming  Partners will represent that it has any authority to assume
or create any  obligation,  express or implied,  on behalf of any other  Teaming
Partner,   or  to  represent  the  other  Teaming   Partner  outside  of  strict
responsibilities   and  obligations   defined  within  this  Agreement  and  the
Bid/Response/Proposal  process (es) and work effort,  should the Team be awarded
work.

Each Teaming Partner will be responsible for its respective expenses incurred in
the  course  of  exercising  any  rights  or  responsibilities  or  meeting  any
obligations under this Agreement.

Ontario Law

THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED  UNDER THE LAWS OF THE PROVINCE
OF ONTARIO, CANADA, EXCLUDING ITS CONFLICT OF LAWS RULES.

IT WILL NOT BE GOVERNED BY THE UNITED  NATIONS  CONVENTION ON THE  INTERNATIONAL
SALE OF GOODS, THE APPLICATION OF WHICH IS EXPRESSLY EXCLUDED.

EACH OF THE TEAMING  PARTNERS  SUBMIT TO THE  JURISDICTION OF THE PROVINCIAL AND
FEDERAL  COURTS LOCATED WITHIN THE COUNTY OF YORK WITHIN THE PROVINCE OF ONTARIO
WITHIN THE COUNTRY OF CANADA.

SERVICE OF PROCESS COMMENCING ANY SUIT RELATING TO THIS AGREEMENT IN SUCH COURTS
MAY BE MADE ON ANY  TEAMING  PARTNER OR  COMBINATION  OF TEAMING  PARTNES IN THE
MANNER SPECIFIED IN RELEVANT SECTION BELOW FOR NOTICE.




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Severability

If any provision of this Agreement is held by a court of competent  jurisdiction
to be unenforceable, such unenforceability will not affect the enforceability of
the remaining provisions of this Agreement,  and the parties will substitute for
the affected  provision an enforceable  provision which  approximates the intent
and economic effect of the affected provision as closely as possible.

Notices

All notices  relating to this  Agreement  will be in writing  and  delivered  by
courier or hand or sent to the other  Teaming  Partner by first class  certified
prepaid  mail  with  return  receipt  requested  to the  address  of such  party
specified on the first page of this  Agreement  (addressed in the case of Sybase
Canada Limited to the attention of its General Counsel) or such other address as
may be provided by such other Teaming  Partner in accordance  with this Section,
and shall be deemed given upon receipt.

Non-assignment

This  Agreement  may not be assigned  or  otherwise  transferred  by any Teaming
Partner (s), whether by operation of law or otherwise, without the prior written
consent of each of the Teaming Partners,  which consent will not be unreasonably
withheld.

Waiver

A waiver  of  default  under  this  Agreement  will not be a waiver of any other
default.

Failure or delay by any Teaming  Partner to enforce  compliance with any term or
condition  of this  Agreement  will  not  constitute  a waiver  of such  term or
condition.

Past Due Amounts; Attorneys' Fees

Past due amounts  owing from any  Teaming  Partner (s) to another or others will
bear  interest at a rate equal to one percent (1%) per month or the maximum rate
permissible under applicable law, whichever is less.

In the event of any  undertaking  to collect fees owing  hereunder or any claim,
suit or other legal proceeding  arising under or related to this Agreement,  the
prevailing  Teaming  Partner  will be entitled to recover from the other (s) its
reasonable  costs incurred in such  proceeding  (including  attorneys'  fees and
disbursements).

For purposes of this section,  the term  "prevailing  Teaming Partner" means the
Teaming  Partner who obtains  substantially  the relief  sought by such  Teaming
Partner in such claim,  suit or other legal  proceeding,  whether by settlement,
summary judgment, judgment or otherwise.




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Injunctive Relief

The  Teaming  Partners  acknowledge  their  respective  and  collective  rights,
responsibilities  and obligations under this Agreement are of a unique character
and agree  that any  breach of this  Agreement  may  result in  irreparable  and
continuing  damage to the others for which there will be no  adequate  remedy in
damages and in the event of such breach,  the prevailing Teaming Partner will be
entitled to injunctive relief and/or a decree for specific  performance and such
further relief as may be proper.

United States Export Regulations

The  Teaming  Partners  agree  that each will  comply in all  respects  with any
governmental  laws,  orders or other  restrictions  on the export of any product
and/or  service  and  any   derivative   product  and/or  service  (and  related
information  and  documentation)  which may be imposed  from time to time by the
governments  of the United  States,  Canada and the country to which the product
and/or service is delivered to and/or in ("Export Requirements").

This Section will survive the expiration or termination of this Agreement.

Force Majeure

No delay,  failure or default in performance of any responsibility or obligation
of either party  hereunder  shall  constitute a breach of this  Agreement to the
extent caused by force majeure.

Entire Agreement

This Agreement,  together with the Appendices,  Schedules,  Exhibits and Addenda
hereto,  constitute the entire  agreement of the Teaming  Partners and supersede
any previous communications,  representations, understandings or agreements with
respect to the subject matter hereof.

A  facsimile  of a  signed  copy of this  Agreement  received  by the  lead  and
coordinating Teaming Partner, Sybase Canada Limited personnel may be relied upon
as an original and in the event of any inconsistency  between such facsimile and
a subsequently received hard copy, the facsimile will prevail.

This  Agreement  may only be modified by written  agreement  amongst each of the
Teaming Partners.





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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by
their respective authorized  representatives.  This Agreement may be executed in
counterparts,  each of  which  will be  deemed  an  original,  but all of  which
together will constitute one and the same agreement.


Per: Sybase Canada Limited                    Per: Advanced Kiosk Services, Inc.

By /s/ Ron (R.W.) Allen                          By /s/ D.J. Huppe
-------------------------------                   ------------------------------
        (Authorized Signatory)                      (Authorized Signatory)

Name  Ron (R.W.) Allen                            Name D.J. Huppe
-------------------------------                   ------------------------------

Title                                             Title
-------------------------------                   ------------------------------

Date    Nov 17 '99                                 Date Nov 17, '99
-------------------------------                   ------------------------------


Per: Power Photo Kiosk Inc.                 Per: Integrated Kiosks Inc.

By   /s/ Ronald H. Thompson                      By /s/ Michael Parker
-------------------------------                   ------------------------------
        (Authorized Signatory)                      (Authorized Signatory)

Name   Ronald H. Thompson                       Name   Michael Parker,
-------------------------------                   ------------------------------

Title                                             Title
-------------------------------                   ------------------------------

Date Nov 17 '99                                   Date   Nov 17 '99
-------------------------------                   ------------------------------