EXHIBIT 10.6




                             MANUFACTURING AGREEMENT




                                    BETWEEN




                             POWER PHOTO KIOSK INC.


                                       AND



                              INTEGRATED KIOSK INC.






<PAGE>


Power Photo & Integrated Kiosk                           Manufacturing Agreement




                This Agreement is made on the 14 day of May, 1999



BETWEEN



Power Photo Kiosk Inc.  (hereinafter  referred to as "PPK") with its  registered
office situated at 181 Whitehall Drive, Markham, Ontario, L3R 9T1, CANADA.

and

Integrated  Kiosk  Inc.  (hereinafter  referred  to as  "Integrated")  with  its
registered office situated at 397 Humberline  Drive, Unit #7, Rexdale,  Ontario,
M9W 5T5, CANADA.

WITNESSETH

     Whereas,  PPK has conceived and developed a photo kiosk  utilizing  digital
imaging and manipulation  technology,  known as the Power Photo Kiosk and all of
its variations  and  accessories,  including but not limited to the  proprietary
operating  software,  hardware  configuration,  licensing  rights  with  various
licensors and various image packages.

     Whereas,  PPK  has  identified  Integrated  as  having  the  expertise  and
capability to manufacture the PRODUCT; and

     Whereas,  Integrated  is  desirous  of  manufacturing  the PRODUCT and also
integrating or assembling all the associated hardware components

     Now  Therefore,  for  good  and  valuable  consideration  the  receipt  and
sufficiency  of which is hereby  acknowledged,  the  parties do hereby  agree as
follows:

ARTICLE 1:  DEFINITIONS

Uppercase terms in this agreement have the meaning established for such terms in
the succeeding sections of this article 1.

1.   The  term  PPK as used  herein  shall  have  the  meaning  ascribed  in the
     preamble.

2.   The term  Integrated  as used herein shall have the meanin  ascribed in the
     preamble.

3.   The  PRODUCT as used  herein  shall  mean the kiosk  itself,  the  hardware
     components or the proprietary software as set out in the preamble.


<PAGE>

4.   The term  CONFIDENTIAL  INFORMATION  as used  herein  shall mean but not be
     limited to  drawings,  specifications,  design  information,  manufacturing
     techniques and operating procedures related to the PRODUCT,  plus any other
     information  received  by one  party  from the other  party  which has been
     marked or indicated in writing prior to disclosure as CONFIDENTIAL.

ARTICLE 2:  GRANT OF MANUFACTURING RIGHTS

(a)  Integrated  agrees that the PRODUCT will be manufactured in accordance with
     (i) all laws and  regulations  of  Ontario;  and  (ii) the  local  laws and
     regulations  of the countries and  jurisdictions  where the PRODUCT will be
     distributed  and  sold,  provided  that PPK  shall  first  provide  written
     notification  to  Integrated  of  variations  or  changes in local laws and
     regulations which are to be adhered to, where they differ from Ontario laws
     and regulations.

(b)  Integrated  agrees to  manufacture  the  PRODUCT for PPK and  assemble  the
     PRODUCT as well as supply  hardware  components  which are identified  from
     time to time such as touch  screen  computers,  including  the  wiring,  in
     accordance  with the plans and  specifications  supplied or approved by PPK
     and approved by Integrated.

(c)  Integrated  shall have the exclusive right to manufacture all PRODUCT which
     is supplied to or is  distributed to the North  American  market,  provided
     Integrated  is able to  manufacture  such  product  in a timely  manner  in
     accordance with this agreement.

(d)  PPK  estimates  that it will  order a minimum of 600 kiosks in the first 12
     months of this  agreement  and that those orders will be placed in 12 equal
     increments. Orders for 50 kiosks will be delivered as follows: 10 kiosks in
     week 5; 10  kiosks in week 6; 15 kiosks in week 7; and 15 kiosks in week 8.
     Orders for  quantities  between 50 and 100 will  similarly  be delivered as
     follows:  20% of the  kiosks in week 5; 20% of the kiosks in week 6; 30% of
     the kiosks in week 7; and 30% of the kiosks in week 8. Orders may  increase
     to over one hundred  (100) kiosks per month and/or larger orders for single
     customers   from  time  to  time.   Integrated   agrees  to  increase   its
     manufacturing  capacity to accommodate increases in kiosk sales and provide
     product on a timely basis in  accordance  with  purchase  orders and agreed
     upon delivery  schedules.  Scheduling of orders requiring  delivery or more
     than one hundred (100) kiosks in a month will be prepared by INTEGRATED and
     presented within 7 days and shall be subject to mutual agreement.





<PAGE>


Power Photo & Integrated Kiosk                           Manufacturing Agreement

(e)  All Products shall be delivered to PPK ex-works Integrated's assembly plant
     in  Toronto,   Ontario.   PPK  shall  advise  INTEGRATED  of  the  shipping
     destination,  agreed upon  carrier to be used and any special  instructions
     relating  thereto  such as  insurance  and packing  instructions,  At PPK's
     request, INTEGRATED will arrange for shipping as agent of PPK.

(f)  Risk of loss to Products shall pass to PPK upon delivery to the carrier for
     shipment.


ARTICLE 3:  SUB-CONTRACT AGREEMENT

(a)  Integrated may sub-contract the manufacture of component parts of the kiosk
     shell,  namely  the steel  frame and  millwork,  subject  to PPK's  written
     consent for each contractor which shall not be unreasonably withheld.

ARTICLE 4:  TECHNICAL ASSISTANCE

1.   Engineering and Technical Services

(a)  PPK  shall  provide  reasonable   technical  assistance  to  Integrated  in
     connection  with the  manufacturing  of the  PRODUCT,  including  providing
     existing prototypes, engineering drawings, and bill of materials.

(b)  Integrated  may  modify  the  PRODUCT  as  it  may  reasonably  require  to
     efficiently   manufacture  the  PRODUCT  utilizing  available   components,
     provided such  modifications do not adversely  affect the  functionality or
     aesthetics  of the  PRODUCT.  PPK  shall  have the  right  to and  shall be
     responsible to approve any such changes, design and final product.

(c)  Integrated shall provide all necessary tooling at Integrated's expense, and
     shall own such tooling.

4.   Ownership of Improvements and Designs

(a)  Each party shall promptly  disclose to the other party an  improvements  to
     PRODUCT that such party conceives and develops.

(b)  The parties  mutually  agree that any  conceived  improvemen to the PRODUCT
     will always remain the property of PPK.  Integrated may make, have made and
     use such  improvements  conceived  as long as this  Agreement  has not been
     terminated.

(c)  PPK  retains  the  rights,  at  either  party  expense  and in  PPK's  sole
     discretion,  to patent  any or all  aspects  of the  PRODUCT  which PPK has
     conceived and any  improvements  or enhancements  thereto which  Integrated
     conceives.  Integrated  shall place on the PRODUCT whatever patent markings
     and notices PPK may reasonably require.

(d)  Both parties agree that all market  information  will be mutually shared in
     order to enable Integrated to adapt the PRODUCT requirements with regard to
     quality and performance.





<PAGE>


Power Photo & Integrated Kiosk                          Manufacturing Agreement


ARTICLE 5:  PATENT ENFORCEMENT

(a) PPK warrants  that the making of the PRODUCT will not infringe the rights of
any other person.

(b) PPK agrees to indemnify  Integrated and its approved sub- licensees from any
liability,  damage  or loss of any  kind  resulting  from any  claim or  lawsuit
brought against  Integrated or a sub-licensee by a third party alleging that the
PRODUCT infringes any patent or other property rights of the third party. PPK at
its own  expenses  shall  pay  all  costs,  settlements  and  damages  incurred,
including  solicitors fees and expenses of litigation,  provided that Integrated
give PPK prompt notice of such claims and provide PPK assistance, to defend such
claims.

(c) Neither  party shall  compromise or settle any claim of  infringement  by or
against  them  respecting  the  PRODUCT or any claim of  ownership,  validity or
enforceability  respecting  the  PRODUCT,  or patents  directed to the  PRODUCT,
without the consent of the other party,  which consent shall not be unreasonably
withheld.  Each  party  shall  reasonably  cooperate  with  the  other  party in
connection with any such claims.

(d) If Integrated  believes that any of PPK's rights  respecting the PRODUCT are
being   infringed  and  the   infringement   substantially   adversely   affects
Integrated's  manufacturing  rights of the PRODUCT  hereunder,  Integrated shall
promptly notify PPK. If PPK files suit against any alleged infringer, Integrated
shall provide  reasonable  non-monetary  assistance to PPK without  charge,  but
subject to  reimbursement  of expenses.  PPK shall be entitled to retain any and
all settlement amounts or awards resulting  therefrom  providing that Integrated
shall  first  receive any  settlement  monies  relating  to damages  suffered by
Integrated.  If PPK  fails to cause  such  infringement  to ease or to bring and
diligently  pursue an action to cause such  infringement  to cease within ninety
(90) days of its  notification  or  knowledge of such  infringement,  Integrated
shall have the option to bring such suit, at its expense, to name PPK as a party
if  necessary  or  desirable,  and to retain any and all  settlement  amounts or
awards  resulting  therefrom,  and PPK  shall  provide  reasonable  non-monetary
assistance to Integrated in such action without charge. If Integrated is a party
to any  lawsuit  involving  any such  rights,  Integrated  shall  not  settle or
compromise  said lawsuit  without PPK's  consent,  which shall not be reasonably
withheld.

ARTICLE 6:  WARRANTIES AND LIABILITY

(a)  Integrated  shall  maintain  a minimum  of five  million  Canadian  dollars
(CA$5,000,000) of general commercial  liability insurance which shall insure the
PRODUCT.

(b) PPK shall maintain a minimum of two million Canadian dollars  (CA$2,000,000)
of general commercial liability insurance which shall insure the PRODUCT.



<PAGE>


Power Photo & Integrated Kiosk                          Manufacturing Agreement




(c) Integrated warrants the PRODUCT shall be manufactured in accordance with the
approved  designs,  shall  be free  of  defects  in  workmanship  and  materials
(excluding  any that are  supplied  by PPK),  and  shall  be  tested  and  found
operational  prior to delivery to PPK.  Without  extending the  foregoing,  this
warranty  specifically  excludes  damage  or  non-functionality  caused  by  (i)
physical  mishandling,  abuse,  contact or application of external  force,  (ii)
causes external to the PRODUCT,  including electrical  fluctuations and improper
operating  environment,  placement or storage of the PRODUCT; use of the PRODUCT
other than for its  intended  purpose or not in  accordance  with its  operating
instructions;  (iv) use of equipment,  software,  or attachments not supplied by
Integrated;  and (v) modifications,  repairs or services performed by any person
not authorized by Integrated.

(d) As its sole and only obligation under the warranty,  Integrated shall at its
option repair or replace the PRODUCT with a new or refurbished PRODUCT or parts.
The warranty period for the repaired or replacement  product shall expire on the
same day as the warranty on the original product.

(e) The Warranty Period is twelve (12) months  commencing on the earliest of (i)
the date of delivery to the first purchaser from PPK, (ii) or the date the kiosk
is first  placed in use.  Warranty  claims  shall be made (i) by written  notice
within  thirty  (30) days  after  discovery  of the defect  within the  Warranty
Period;  or (ii) the defective  PRODUCT is returned to Integrated no longer than
thirty (30) days  following the last day of the Warranty  Period,  provided that
PPK supplies  written  notification  to Integrated of the serial  numbers of the
defective PRODUCTS prior to the end of the Warranty Period.  Each warranty claim
shall be  accompanied  by proof of purchase by the end user  showing the date of
purchase.

(f) There are no  warranties of any kind  respecting  the equipment and services
provided by Integrated except as set out in this agreement. All other warranties
and  conditions,  express,  implied or imposed by operation of law, are excluded
and disclaimed, subject to any limitations imposed by law.

(g) The liability of Integrated  for losses or damages of every nature and kind,
whether in contract or tort,  arising from or related to this  agreement and any
equipment or services supplied by INTEGRATED, shall be limited to direct damages
in an amount not  exceeding in the  aggregate  the price  actually  paid for the
specific  equipment  sold  or  services  rendered  to  PPK.  In no  event  shall
INTEGRATED  be  liable  for  incidental,  special,  consequential  or  punitive,
aggravated or exemplary damages,  including and not limited to loss of use, loss
of data and economic loss, and all such are hereby excluded and waived by PPK.





<PAGE>


Power Photo & Integrated Kiosk                           Manufacturing Agreement


ARTICLE 7:  INDEMNIFICATION

(a) PPK shall defend and hold Integrated and its  sub-license  harmless from any
claims,  suits,  losses and  damages  arising  from (i) a claim that the PRODUCT
infringes any Patent or  intellectual  property rights of a third party; or (ii)
the use, placement, or operation of the PRODUCTS after delivery by Integrated to
PPK,  other than a loss  arising  from a breach by  INTEGRATED  of the  warranty
provisions of this agreement.

(b) Integrated shall defend and hold PPK harmless from any claims, suits, losses
and damages  arising from (i) breach or  non-performance  by  INTEGRATED  of the
warranty  obligations as set out in this agreement;  (ii) alleged defects in the
manufacture  of the  PRODUCT  caused  by  Integrated's  deviation  from  PRODUCT
specifications as set out by PPK.

ARTICLE 8:  RECORDS AND REPORTS

(a) PPK  will  carry  out from  time to time a  quality  audit  and  re-set  the
specifications as may be required. Changes to specifications shall be subject to
reasonable  approval  by  INTEGRATED  as to its  ability to source the  required
components  and  manufacture  the PRODUCT with such changes.  Any cost increases
resulting  from  changed  specifications  will  result  in  corresponding  price
increases, including standard overhead, administrative and profit markup.

ARTICLE 9:  OBLIGATIONS OF THE PARTIES

(a) Integrated and their  associates  will undertake their bes efforts to comply
with the specifications, volumes and quantities as may be required by PPK on and
subject to the other terms of this agreement.

ARTICLE 10:  NOTICE AND BREACH

(a) All  notices,  submissions,  requests  and  statements  to be given  and all
payments  to be made  hereunder  shall  be  given  or made  by  delivery  to the
respective  addresses  of parties as set forth below  unless  notification  of a
change of address is given in writing. Any notice shall be in writing and signed
by an  authorized  officer of the party  giving  the  notice.  Notices  shall be
delivered may be sent by  facsimile,  but shall be followed by hand delivery and
shall be deemed to have been given at the time of the delivery.

         Power Photo Kiosk Inc.
         181 Whitehall Drive
         Markham, Ontario
         L3R 9T1                            Fax: (905) 948-8377
         Attention:  Ron Thompson





<PAGE>


Power Photo & Integrated Kiosk                           Manufacturing Agreement


         Integrated Kiosk Inc.
         397 Humberline Drive
         Unite #7
         Rexdale, Ontario
         M9W 5T5                            Fax: (416) 675-5868
         Attention:  Michael Parker

ARTICLE 11:  TERM AND TERMINATION

1. The Term

Subject to the  termination  provisions  set out below the initial  term of this
Agreement  shall be a term of 5 (five)  years and  successive  one year  renewal
terms thereafter through the end of the life of the PRODUCT.


2. Termination

(a) Either  party may give  notice to the other in written for one year prior to
the expiry date or any automatic extension thereof to terminate this Agreement.

(b) This Agreement shall terminate if either party becomes  insolvent or makes a
general  assignment  for the  benefit  of its  creditors,  or files or has filed
against it a petition in bankruptcy.

(c)  Termination of this Agreement  shall not affect the right of the parties to
collect damages or other relief resulting from a breach of this Agreement by the
other party.  In the event of termination of this Agreement all purchase  orders
in Integrated's  possession  effective as of the termination  shall be fulfilled
provided payment for undelivered orders shall be made in full on delivery.

(d) Either party may terminate this  Agreement in the event o a material  breach
by the other party,  which breach is not cured within 60 days of written  notice
of the specifically described breach.

ARTICLE 12:  GOVERNING LAW

This Agreement  shall be governed by and construed in accordance with the law of
the Province of Ontario, Canada and the applicable federal laws of Canada.

ARTICLE 13:  ARBITRATION

Any controversies or disputes between the parties, arising out of or relating to
this   Agreement  or  the  subject  matter  hereof  which  are  not  capable  of
satisfactory amicable resolution shall be finally settled by binding arbitration
in accordance with the rules of conciliation  and arbitration of the Arbitration
Act (Ontario).  If the parties can agree on one arbitrator,  a single arbitrator
shall be used, if not,  arbitration shall be by three arbitrators.  All hearings
and  discovery  shall  take  place in  English.  Judgement  or any  order of the
arbitrators may be enforced in any court of competent jurisdiction.




<PAGE>

Power Photo & Integrated Kiosk                           Manufacturing Agreement



ARTICLE 14:  ENTIRE AGREEMENT

(a) This  Agreement  represents  the final and  complete  Agreement  between the
parties and supersedes all prior  negotiations,  representations and agreements.
There are no agreements, collateral agreements,  representations,  warranties or
terms except as contained herein.

(b) Modifications to or waiver of rights under this Agreemen shall be in writing
and signed by the parties.


ARTICLE 15:  PARTIAL INVALIDITY

In case anyone or more of the provisions  contained  herein for any reason shall
be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality  or  unenforceability,  shall not affect any other  provision of this
Agreement,  but this Agreement shall be construed as if such invalid, illegal or
unenforceable provision(s) had never been contained herein.

ARTICLE 16:  PRICES AND TERMS

(a) PRODUCT pricing is as set out in Exhibit (A) attached.

(b) Integrated may withhold  delivery or performance under this agreement at any
time that PPK is in default of making any  payment as and when due. In the event
of a disputed  payment,  PPK may pay any  undisputed  portion  and shall pay the
disputed  amount to an agreed third party in escrow  pending  resolution  of the
dispute,  and upon such payment being made  Integrated  shall resume delivery or
performance.

(c) If on reasonable  grounds PPK believes  that the prices at which  Integrated
currently   supplies  the  PRODUCT  are  not   reasonably   competitive  in  the
marketplace,  PPK will  provide  INTEGRATED  with  detailed  information  on the
reasons therefore for  consideration.  Based on such information  INTEGRATED may
agree to alter its price to a price  agreeable to both parties to, or decline to
do so. If agreement on price  continuation  or adjustment is not arrived at, PPK
may solicit quotations from other qualified, reputable manufacturers for a fixed
price quotation based on the  specifications  and quantities  being purchased by
PPK under  the terms of this  agreement  for the term of the  agreement.  If PPK
obtains a firm  quotation  that is at least 2% less than the price being charged
by  INTEGRATED,  it may submit the quotation and all  information to support the
credentials of the third party  manufacturer  to INTEGRATED  with a request that
INTEGRATED match the quotation. INTEGRATED may then either (i) alter its pricing
to match the quotation; (ii) waive the exclusivity provisions of this agreement;
terminate this  agreement to further  orders.  If INTEGRATED  disputes the third
party quotation and submit the matter to settlement by arbitration. This process
will be completed in no more than 60 days

(d) If INTEGRATED  disputes the third party quotation as not being in accordance
with the foregoing




<PAGE>


Power Photo & Integrated Kiosk                           Manufacturing Agreement

provisions it may submit the dispute to determination by arbitration pursuant to
this  agreement.  The arbitrator  shall  determine the matter,  and if the third
party or its quotation is not in accordance with this agreement, shall rule such
quotation as invalid.  If the quotation is found to be valid,  INTEGRATED  shall
elect within ten (10) days which of options (i), (ii) or it shall take under the
preceding paragraph


ARTICLE 17:  CONFIDENTIALITY

(a) The parties shall  maintain the terms of this  Agreement i  confidence,  and
shall not disclose the terms of this Agreement (other than to their  financiers,
professional  advisers and auditors)  without the prior  written  consent of the
other party,  which  consent  shall not be  unreasonably  withheld,  except when
disclosure is reasonably  necessary to comply with  provisions of law, to obtain
or continue  financing,  to obtain legal advice, or to consult with accountants.
In connection  with any necessary  disclosure,  the disclosing  party shall take
reasonable steps to restrict the extent of disclosure.

(b) Each party will protect the other's CONFIDENTIAL  INFORMATION (as determined
in the  Article 1).  Neither  party will  disclose to third  parties the other's
CONFIDENTIAL INFORMATION without the prior written consent of the party.

(c)  Information  received under this  agreement  shall not be exempted from the
obligations  of  confidentiality  and  limited  use even if the  information  is
covered by another secrecy agreement.

(d) Notwithstanding anything else in this agreement, information received by one
party from the other party shall not be deemed to be CONFIDENTIAL INFORMATION or
proprietary if:

*    It was in the  possession  of the one party prior to the  disclosure by the
     other party;

*    It was available to the public prior t the disclosure to the one party;

*    It is  subsequently  acquired by the one  partyfrom a third party whose
     source of information  was neither  directly nor indirectly the other party
     and the third  party had the right to  disclose  the  information  with the
     prior written approval of the other party.

(d) PPK and Integrated  may not without the other party's prior written  consent
disclose to any third party,  use, exploit or copy any CONFIDENTIAL  INFORMATION
disclosed by the other party. Both parties agree,  however, that notwithstanding
any  other   provision  in  this   agreement,   Integrated  may  disclose  PPK's
CONFIDENTIAL INFORMATION to be an approved sub-contractor.

(e) Both parties shall take all reasonable  precautions to prevent third parties
from gaining unauthorized access to information received from the other party.

(f) If requested by one party on termination of this Agreement,  the other party
shall return all CONFIDENTIAL INFORMATION received from the one party and copies
thereof.




<PAGE>


Power Photo & Integrated Kiosk                           Manufacturing Agreement


ARTICLE 18:  FORCE MAJEURE

Neither party shall be liable for any failure or delay in its performance  under
this agreement due to causes,  including, but not limited to, act of God, act of
civil or  military  authority,  fire,  epidemic,  flood  earthquake,  riot,  war
sabotage,  labour shortage or dispute,  government action,  which are beyond its
reasonable  control;  provided  that the  delayed  party  gives the other  party
written notice of such cause promptly,  and in any event within ten (10) days of
discovery thereof. This provision does not apply to payment obligations.

The party so affected  shall be released under this  Agreement,  but only to the
extent and only for the  period  that its  performance  of said  obligations  is
prevented by  circumstances  of Force  Majeure in the event of Force Majeure the
parties may meet to correct  such failure an to consider  renegotiation  of this
agreement.  If such Force  Majeure  persists  for six (6)  months or more,  this
Agreement  may be terminated  upon ten (10) day prior  written  notice by either
party.

Dated this  14  day of May, 1999.

For and on behalf                               For and on behalf


INTEGRATED KIOSK INC.                           POWER PHOTO KIOSK INC.
/s/ Mark Durst                                   /s/ Ron Thompson
-------------------------                       ----------------------------
Signature                                        Signature
Mark Durst - President                           Ron Thompson - President
-------------------------                       ----------------------------
Name and Position                                Name and Position




<PAGE>


Power Photo & Integrated Kiosk                           Manufacturing Agreement



                                   EXHIBIT (A)



TERMS:

1/3 Upon acceptance of the order

1/3 Two weeks following acceptance of the order

1/3 Net 30 shipping date





PRICE:

Pricing is shown here for each major  component,  however kiosk orders will only
be accepted with all major components listed below.

<TABLE>
<S>     <C>                                                                          <C>
(1)     Kiosk Shell and Frame (as per specifications in Exhibit C, items 1,2 and 3)  $3,630

(2)     Computer (as per specifications in Exhibit B)                                $2,085

(3)     Integration (as per specifications in Exhibit C, items 4 and 6)              $3,260


TOTAL COST FORT MANUFACTURE & INTEGRATION                                            $8,975 + applicable taxes

</TABLE>









<PAGE>


Power Photo & Integrated Kiosk                          Manufacturing Agreement

                                   EXHIBIT (B)

The following is the minimum computer  specifications.  Integrated  reserves the
right to substitute  comparable  components  when  necessary,  provided that the
substitutions  do not  materially  effect the  performance of the kiosk and such
substitutions are approved by PPK.


*    Intel Manufactured Pentium II Motherboard

*    Intel Pentium II CPU 350 MHz

*    128 Mb SDRAM

*    Western Digital 26400 EIDE HDD

*    Matrox Marvel G200 AGP video

*    Liteon CD-ROM

*    US Robotics 56K Modem

*    3 ECP Parallel ports plus 1 regular parallel port and 3 serial ports

*    Soundblaster PCI 64

*    Power supply with software control

*    Additional standard features:  floppy drive, PS/2 mouse and keyboard, 2 USB
     ports






<PAGE>


Power Photo & Integrated Kiosk                           Manufacturing Agreement

                                   EXHIBIT (C)

The  following  is the kiosk  specifications.  Integrated  reserves the right to
substitute comparable components when necessary, provided that the substitutions
do not materially effect the performance of the kiosk and such substitutions are
approved by PPK.

<TABLE>
<S>  <C>                 <C>
*    1: Metal Frame      3 - 14Ga. Adjustable shelves (std  metal  with  durable
                         textured baked enamel, color: black)
                         4 - 12  Ga.  Unistrut  corner  posts  (std  metal  with
                         durable textured baked enamel, color: black)
                         16 Ga.  Securing  Brackets with 1/4" foam tape for CPU,
                         Printers,  and  Touchscreen  Monitor    (std metal with
                         durable textured baked enamel, color: black)
                         16 Ga. Printer shoot (std metal painted black)
                         16 Ga.  Box  for  securing  bill  Acceptor  (std  metal
                         painted black)
                         16 Ga. Locked down Coin Box (std metal painted black)
                         16 Ga.  Stainless  steel top with 1/8"  decorative bars
                         (logo's NIC)
                         16 Ga. Stainless steel trim frame at printer chute
                         2" chrome plated piano hinge at 4 doors
                         1" x 1" angle frame  inside each door (std 14 Ga. Metal
                         painted black)
                         Forklift  cutouts  (reinforced  and  welded  to  bottom
                         framework)

*    2. Kiosk Enclosure  1/2" plywood cover with  plastic  laminate backer sheet
                         on inside (typical)
                         Side doors; 1/2" plywood covered  with plastic laminate
                                   #1
                                   3/8"  Karadon on return edges of side  panels
                                   (3/8"  rounded edge)
                                   3/16" plexi glass  with  1/8" white  masonite
                                   for graphic panels
                                   Edges on  graphic  cutouts  finished  in  PVC
                                   (color:  navy blue)
                                   3/4" x 3/4"  hinged wood  frames for  graphic
                                   panels  (graphics NIC)
                          Back Door; 1/2" plywood covered with  plastic laminate
                                   #1  3/4"   plywood   covered   with   plastic
                                   laminate #1
                          Front Door; 1/2" plywood covered with 1/4" Karadon
                                    3/8"  Karadon  on  return  edges of sides of
                                    panel  (3/8"  rounded  edge)
                                    3/8" removable plexi lense at camera
                                    3/16" light  deflecting  removable lenses at
                                    both light boxes
                                    3/16"removable plexi lenses at graphic above
                                    and below monitor
                           1/2"  ply with  brushed  metal finish  for  plate for
                           coin/bill acceptor
                           1/2" x 1/8" rubber  gasket at both  monitors  cutouts
                           Front door lockable,  all others  internally  latched
                           and released
                           110/50W-halogen light  entered  at top of  unit (blue
                           color light)
                           Plastic Laminate No. 1 - Formica 969-50 suede finish
                           Karadon Solid Surface - Color match to Corian Azure
                           Wire  Management  3"  x 3"  duct,  72"  -  12  outlet
                           PowerBar,  1 1/2" x 1" wire  management,
                           Velcro plug straps.
                           Misc.  internal  packaging to secure equipment during
                           shipping (top monitor not included)
                           2-4" muffin fans (one top and one bottom of Kiosk)
                           Cut out access in bottom for electrical and telephone
                           connection

*    3. Lighting           2-CSA Approved light boxes with internal transformers
                           2 x 3 x 20w  low   voltage   lights  manufactured  by
                           subcontractor

*    4. Touch Screen       KDS 15" K7MACD or equivalent

*    5. Computer           Patriot Computer as per Exhibit "B"

*    6. Money Acceptor     Mars  Series  2000  downstacker   (700  bill  holder
                           included) or Mars Cashflow 33
</TABLE>