<PAGE>
Exhibit 10.42



                                   USBANCORP


<PAGE>



Stitch Networks Corporation
US Bancorp $1.5 Million Commitment
Draws/Schedules
Original Date May 22, 2001

     Date           Amount                 Comments
     ----           ------                 --------
     6/29/01       $97,600.00
      7/6/01       $54,900.00
     8/15/01       $52,969.53
     8/21/01       $35,438.74
                   ----------
         Sub      $240,908.27             Scheduled 8/29/01
     8/29/01      $200,000.00             Scheduled 8/29/01 - Used Vendors
      9/5/01       $61,795.01
     9/19/01       $32,734.53



<PAGE>




USBANCORP.

U.S. Bancorp Leasing & Financial
8600 West Center Road
NEOM 88GO
Omaha, NE 68102
Phone Number. 402 399-2723

May 31, 2001

Mr. James Hayden Stitch  Networks  Corporation  500 N. Walnut Street,  Suite 100
Kennett Square, PA 19348

DEAR JIM,

Please find below a summary of the loan proposal we had discussed.

You will note that we have dispensed with the  per-schedule  documentation  fees
entirely. We hope this WILL offset any inconvenience that was caused In changing
the-format  from a capital  lease to a loan.  The  substance of the agreement is
substantially  the same and we trust this will be acceptable and satisfactory to
you.

SECURED PARTY:      US. Bancorp Leasing & Financial ("USBL&F") or its assigns

DEBTOR:             Stitch Networks Corporation

SECURITY:           DEBTOR  will grant  "USBL&F" a perfected  first  security in
                    terest in the following  equipment:  Dixie-Narco  Kodak Film
                    Products Vending Machines

LOAN AMOUNT:        Approximately S1,500,000

TERM:               36 months

PAYMENTS:           36 per schedule

RATE ADJUSTMENT:    Rates  quoted  herein will float with  Treasury  Notes until
                    commencement  of the Loan.  Rates will be adjusted  for each
                    change in the yield for  Treasury  Notes  with a coupon of a
                    comparable maturity. Rates will be fixed at commencement for
                    the term of the Loan at a rate of 495  basis  points  over 3
                    year Treasury Notes.

INTERIM INTEREST:   In  the  event  USBL&F  makes  disbursements  for  Equipment
                    deliveries  prior to closing,  then DEBTOR  shall pay USBL&F
                    interim  interest on such disbursed  amount from the date of
                    disbursement  until  closing,  computed  daily  and  payable
                    monthly at a rate equal to Prime Rate plus 1/4 %


<PAGE>

                                                                        Page 2

INSURANCE:          DEBTOR,  at Its  own  expense,  will  provide  insurance  as
                    detailed  in  USBL&F's   Motor  Vehicle   and/or   Equipment
                    insurance form(s) naming USDL&F as Loss Payee.

EXPENSES:           USBL&F contemplates using standardized  documentation to the
                    extent  applicable-  DEBTOR  will pay the legal  expenses of
                    USBL&F   and  a  $0.00   documentation   fee  to  cover  the
                    administrative  expenses of processing this transaction.  In
                    the event this transaction  necessitates  that USBL&F obtain
                    appraisals,  or incur  other  extraordinary  expenses,  such
                    costs shall also be borne by DEBTOR.

COMMITMENT FEE:     A non-refundable commitment fee of $5,000 Is due and payable
                    with the  acceptance  of this  proposal.  In the  event  the
                    transaction  is not executed,  Stitch  Networks  Corporation
                    will forfeit said fee.

MATERIAL CHANGES:   This  proposal is based on the  preliminary  equipment  list
                    supplied  by DEBTOR to USBL&F.  In the event that the actual
                    equipment   differs  in  any   material   respect  from  the
                    preliminary  list or USBL&F's  reasonable  assumptions  with
                    respect  thereto,  or in the  event  that  there  shall be a
                    materially  adverse change in DEBTOR's  financial  condition
                    prior to funding,  USBL&F shall have the right and option to
                    terminate  its   obligations   hereunder   without   thereby
                    incurring any liability to DEBTOR.

PURCHASE CUTOFF:    USBL&F's  obligation to fund under any commitment  which may
                    an arise

DATE:               if  approved,  terminates  on  12-31-01,  with regard to any
                    Equipment  not  delivered to and payment not  authorized  by
                    DEBTOR.

PROPOSAL EXPIRATION:If not accepted by DEBTOR, this proposal expires on 5-31-01.

OTHER:              Surety Bond to be provided for full contract performance.

                    UCC filings necessary and satisfactory to USBL&F.

You may Indicate your  acceptance of this proposal by executing  this letter and
returning it together with the commitment fee.


<PAGE>


                                                                        Page 3

DEBTOR   acknowledges  that  this  letter  contains  the  entire  Loan  proposal
(superseding  all  previous  representations  and  agreements,  either  oral  or
written) and that there are no promises, agreement, or understandings outside of
this letter.  Debtor further acknowledges that this proposal Is not intended and
shall not be  construed  as a commitment  by USBL&F and that any  commitment  is
subject to USBL&F's review and written approval.

We appreciate the opportunity to submit this proposal. If you have any questions
or require further information, please feel free to contact us.

Respectfully,

U.S Bancorp Leasing & Financial-Omaha
/S/ Douglas W. Otto
--------------------------
Douglas W. otto

The above terms and conditions are hereby agreed to and accepted this____ day of
May, 2001.

Stitch Networks Corporation

By: David Kearney
  -----------------------------
Title: V.P
      -------------------------


<PAGE>



USBANCORP.                                               MASTER AGREEMENT

LEASING & FINANCIAL

1.0 PARTIES, COLLATERAL AND OBLIGATION'S


1.1 This Agreement is dated as of MAY I ay 22. 2001. FOR VALUABLE CONSIDERATION,
the receipt and  sufficiency of which are hereby  acknowledged  Stitch  Networks
Corporation  (hereinafter  called  "Debtor")  with offices at 5t)() North Walnut
Road Kennett Square. P:\intending to be legally bound, hereby promises to pay to
U.S. Bancorp Leasing & Financial, an Oregon corporation having offices at PO Box
2177. 7(6,) S.W. Mohawk Street.  Tualatin. OR Q7062 (hereinafter called "Secured
Party"),  any amounts set forth on any  Schedule to Master  Agreement  hereunder
(the  "Schedule(s)" and grants a security interest in the property  specified in
any Schedule  hereunder to Secured Party and its successors and assigns Ahercver
located,  and  any and  all  proceeds  thereof,  insurance  recoveries,  and all
replacements,  additions,  accessions,  accessories and substitutions thereto or
therefor  (hereinafter  called the "Collateral").  The security interest granted
hereby is to secure payment of any and all  liabilities or obligations of Debtor
to the Secured  Party,  matured or  unmatured  direct or  indirect,  absolute or
contingent,  heretofore arising,  now existing or hereafter arising, and whether
under this Agreement or under any other writing between Debtor and Secured Party
(all hereinafter called the "obligations" and/or the "liabilities").

1.2 Joint and Several Liability;  Payment Terms. In the event there is more than
one Debtor, all obligations shall be considered as joint and several obligations
of all Debtors  regardless of the source of Collateral or the particular  Debtor
with which the obligation  originated- Interest shall be calculated on the basis
of a 360-day year.  All payments on any Schedule  hereunder  shall be in arrears
and made in lawful money of the United States at the post office  address of the
Secured  Party or at such other  place as the  Secured  Party may  designate  to
Debtor in writing from time to time. In no event shall any Schedule hereunder be
enforced in any way which permits Secured Party to collect interest in excess of
the maximum lawful rate.  Should interest  collected  exceed such rate,  Secured
Party shall refund such excess interest to Debtor. In such event,  Debtor agrees
that Secured Party shall not be subject to any penalties for  contracting for or
collecting interest in excess og the maximum lawful rate.

1.3 LATE CHARGE If any of the OBLIGATIONS REMAINS OVERDUE FOR MORE THAN TEN (10)
days,  Debtor hereby agrees to pay on demand,  as A LATE CHARGE, AN AMOUNT EQUAL
TO THE LESSER OF (I) FIVE PERCENT (5%) OF EACH such overdue amount;  or (ii) the
maximum  percentage of any such overdue amount  permitted by applicable law as a
late  charge.  Debtor  agrees that the amount of such late charge  represents  a
reasonable  estimate of the cost to Secured  Party or  processing  a  delinquent
payment and that the  acceptance of any lat charge shall not constitute a waiver
of default  with  respect to the overdue  amount or prevent  Secured  Party from
exercising any other available rights and remedies.

2.0 WARRANTIES AND COVENANTS OF DEBTOR:  Debtor hereby represents,  warrants and
covenants that:

2.1 Business  Organization  Status and  Authority.  (i) Debtor is duly organized
validly  existing  and in good  standing  under  the  laws of the  state  of its
organization  and is  qualified  to do business in all states and  countries  in
which such  qualification  is necessary and where the failure to be so qualified
would have a material  adverse  effect on the business of Debtor (ii) Debtor has
the lawful power and  authority to own its assets and to conduct the business in
which it is  engaged  and to  execute  and comply  with the  provisions  of this
Agreement  and any related  documents;  (iii) the execution and delivery of this
Agreement and any related  documents have been duly  authorized by all necessary
action; (iv) no authorization,  consent, approval, I license or exemption of, or
Filing  or  registration  with,  any  or  all of the  owners  of  Debtor  or any
governmental  entity  was,  is or  will be  necessary  to the  valid  execution,
delivery,  performance or full  enforceability of this Agreement and any related
documents.  Except as specifically disclosed to Secured party Debtor utilizes no
trade  names in the  conduct of its  business  and/or has not  changed  its name
within the past Five years,  Debtor will not change its state of organization %L
without providing prior written notice to Secured Party.

2.2 .Merger; Transfer of Assets. Debtor will not consolidated or merge with ith
or into any other  entity,  liquidate  or  dissolve,  distribute,  sell,  lease,
transfer  or  dispose  of all of its  properties  or assets  or ,my  substantial
portion  thereof other than in the ordinary  course of its business,  unless the
Secured  Party  shall  give  its  prior  written  consent  which  shall  not  be
unreasonably  ' v  withheld  and the  surv  i% ing o.  successor  entity  or the
transferee  of such  assets,  as the  case may be.  shall  assume  by 3  written
instrument which is legal valid and enforceable  against suchor successor entity
or  transferee  all of' the  obligations  of  Debtor  to  Secured  Party  or any
affilated of Secured party

2.3 No Violation  of  Covenants or Laws.  Debtor is not party to an% agrement or
subject to any restriction  which materially and adversly affects its ability to
perform Its  obligations  under this  Agreement and any realted  documents.  The
execution  of and  compliance  with the terms of this A reement  and any related
documents  Lim not and will  not (i)  violate  any  provision  of law,  or ( it)
conflict with or result in a breach of any order,  injunction,  or decree of any
court or governmental  authority or (he formation  documents of Debtor, or (iii)
constitute  or result in a default  under any  agreement,  bond or  indenture by
which Debtor is bound or 10 which any of its property is subject, or (iv) result
in (he imposition of any lien or encumbrance upon any of Debtor's assets, except
for any liens created hereunder or under any related documents.

2.4 Accurate  Information.  All financial  information  submitted to the Secured
Par-ty in regard to Debtor or any  shareholder,  officer  director,  member,  or
partner  thereof,  or any  guar-antor  of any of the  obligations  thereof,  was
prepared  in  accordance   with  generally   accepted   accounting   principles,
consistently  applied,  and fairly and accurately depicts the financial position
and results of operation of Debtor or such other  person,  as of the  respective
dates or for the respective periods, :o which such information pertains.  Debtor
had ood, valid and marketable  title to all the properties and assets  reflected
as being owned by it on any balance sheets of Debtor  Submitted to Secured party
as of the dates thereof.

2.5 Judgement Pending legal Action. There arc no judgementDebtor,  and there are
no actions or proceedings  pending or, to the best against or affected Debtor of
inv of I ii,  properities in any court or before any governmental  entity which,
if determined  adversely to debtor, would result any material adversly change in
the business properties or asset or in the condition, financial or otherwise, of
Debtor or would materially and adversely affect the ability of Debtor to satisfy
its obligations under this agreement and any related documents.

2.6 No Breach of Other  Agreements;  Compliance with Applicable Laws.  Debtor is
not in breach of or in default  under any material  loan  agreement,  indenture,
bond, note or other evidence of indebtedness, or any other material agreement or
any court order,  injunction or decree or any lien, statute, rule or regulation.
The  operations  of  Debtor  substantially  comply  with  all  material  fat% s.
ordinances and governmental rules and regulations applicable to them. Debtor has
Filed all material  Federal,  state and material  municipal  income tax. returns
which are  required to be filed and has paid all taxes as shown on said  returns
and on all assessments billed to it to the extent that such taxes or assessments
have  become  due.  Debtor does not know of any other  proposed  tax  assessment
against it or of any basis for one

2.7 SALE  PROHIBITED.  Debtor  will  not  sell,  dispose  of or offer to sell or
otherwise  transfer the  Collateral  or any interest  therein  without the prior
written consent of Secured Party.

2.8 LOCATION OF COLLATERAL. THE COLLATERAL WILL BE KEPT AT THE LOCATION(S) shown
on the  Schedule(s)  HEREUNDER AND DEBTOR will promptly  notify Secured Party of
any change in the  location(s)  of the  Collateral.  Debtor  will not remove the
Collateral from said location(s) without prior written notice to Secured party

                                       1
<PAGE>



2.9  Collateral not a Fixture.  The Collateral is not attached,  and Debtor will
not permit the Collateral to become attached,  to real estate in such a way that
it  would  be  considered   part  of  the  realty  or  designated  a  "fixture."
Notwithstanding  any  presumption  of applicable  law, and  irrespective  of any
manner of attachment the Collateral  shall not be deemed real property but shall
retain its character as personal property. However, Debtor will at the option of
Secured Party Furnish the latter with  waiver(s) in recordable  form,  signed by
all  persons  having an  interest  in the real  estate,  of any  interest in the
Collateral which is or might be deemed to be prior to Secured Party's interest.

2.10  Perfection  of Security  Interest.  Except for (i) the  security  interest
granted  hereby and (ii) any other  security  interest  previously  disclosed by
Debtor to Secured Party in writing,  Debtor is the owner of the Collateral  free
from any adverse lien, security interest or encumbrance.  Debtor will defend the
Collateral against all claims and demands of all persons at anytime claiming any
interest  therein.  At the  request  of  Secured  Party,  Debtor  will  execute,
acknowledge and deliver to Secured Party any document or instrument  required by
Secured  Party to further the purposes of this  Agreement.  Debtor shall execute
or, to the extent  allowed  bylaw,  Debtor  hereby  authorizes  Secured Party to
execute  and file any  financing  statement  needed to perfect  Secured  Party's
interest in the Collateral,  including (without  limitation) any Fixture filings
and financing statements and any amendments and continuation  statements thereto
pursuant to the Uniform  Commercial Code, in form satisfactory to Secured Party,
and will pay the cost of filing the same in all public  offices  where Filing is
deemed by  Secured  Party to be  necessary  or  desirable.  Notwithstanding  any
statutory  provision to the  contrary,  Debtor hereby waives the right to file a
termination statement of any financing statement Filed by Secured Party.

2.11 Insurance. Unless otherwise agreed, Debtor will have and maintain insurance
from  financially  sound  carriers at all times with  respect to all  Collateral
against risks of fire (including so-called extended coverage), theft, collision,
flood,  earthquake,  "mysterious  disappearance" and such other risks as Secured
Party may require,  containing  such terms,  in such form,  for such periods and
written by such  companies as may be reasonably  satisfactory  to Secured Party;
each  insurance  policy  shall  name  Secured  Party as loss  payee and shall be
payable to Secured Party and Debtor as their interests may appear,  all policies
of insurance shall provide for ten days" written minimum  cancellation notice to
Secured Party;  Debtor shall Secured Party with  certificates  or other evidence
reasonably  satisfactory  to  Secured  Party of  compliance  with the  foregoing
insurance provisions.

2.12 Use of the Collateral. Debtor will use the Collateral for business purposes
only and operate it by qualified personnel, agents or independent contractors in
accordance  with  applicable   manufacturers'  manuals.  Debtor  will  keep  the
Collateral  free from any adverse lien or encumbrance and in good working order,
condition  and repair and will not waste or destroy the  Collateral  or any part
thereof,  Debtor  will  keep the  Collateral  appropriately  protected  from the
elements,   and  will  Furnish  all  required  parts  and  servicing  (including
any-contract  service  necessary  to maintain the benefit of any warranty of the
manufacturer);  Debtor will not use the  Collateral in violation of any statute,
ordinance,  regulation  or order;  and Secured Party MAY EXAMINE AND INSPECT THE
COLLATERAL  AND ANY and all books and records of Debtor  during  business  hours
with  prior  written  notice  and  without  unduly   interfering  with  Debtor's
operations;  such right of  inspection  shall include the right to copy Debtor's
books and records and to converse with Debtor's officers, employees. agents, and
independent accountants.

2.13  Taxes  and  Assessments.  Debtor  will pay  promptly  when due all  taxes,
assessments, levies, imposts, duties and charges, of any kind or nature, imposed
upon the  Collateral or for its use or operation or upon this  Agreement or upon
any instruments evidencing the obligations.

2.14 Financial Statements. Debtor shall furnish Secured Party within ninety (90)
days after the close of each fiscal  year of Debtor,  its  financial  statements
(including,  without  limitation,  a balance  sheet,  a statement  of income and
surplus  account  and a  statement  of changes in  financial  position)  for the
immediately  preceding fiscal year, setting forth the corresponding  figures for
the prior fiscal year in comparative  form, all in reasonable detail without any
qualification  or exception  deemed  material by Secured  Party.  Such financial
statements  shall be  prepared  at,  least as a review by  Debtor's  independent
certified  accountants and, if prepared as an audit,  shall be certified by such
accountants.  Debtor shall also furnish  Secured Party with any other  financial
information  deemed  necessary  by  Secured  Party.  Each  financial   statement
submitted  by Debtor to Secured  Party  shall be  accompanied  by a  certificate
signed by the chief executive officer,  the chief operating officer or the chief
Financial  officer of Debtor,  certifying that (i) such financial  statement was
prepared  in  accordance   with   generally   accepted   accounting   principles
consistently  applied and fairly and accurately  presents the Debtor's financial
condition  and results of  operations  for the period to which I ch it pertains,
and (ii) no event of default has occurred under this Agreement during the period
to which such financial statement pertains.

3.0 EVENTS OF DEFAULT

3.1 The follow ill,  shall he  considered  ev ents of default (i) failure on the
Pan  of  Debtor  to  promptly   perform  in  complete   accordance   ,  ith  its
representations,  warranties  and covenants  made ill this  Agreement or ill any
other at ,reement with Secured party including, bill not limited to, the payment
of any  liability,  with interst %%lien due, or default by Debtor Linder the pro
isions of any other  material  agreement to which Debtor is party (ii) the death
of  Debtor  if  an  individual  or  the  dissolution  of  Debtor  if a  business
organization  (iii) a material change in (he present management of Debtor except
to Fill vacancies resulting from the death or disability if an individual,  (iv)
the filing of any petition or  complaint  under the Federal  Bankruptcy  Code or
other federal or state acts of similar nature, by or against Debtor which is not
dismissed  within 60 days or an  assignment  for the  benefit  of  creditors  by
Debtor,  (v) in application  which is not dismissed within 60 days is for or the
appointment of a Receiver, Trustee or Conservator,  voluntary or involuntary, by
or against Debtor or for any  substantial  assets of Debtor,  (vi) insolvency of
Debtor under either the Federal  Bankruptcy  Code or  applicable  principles  of
equity  (vii)  entry  of  any  material   judgement  issuance  of  any  material
garnishment or attachment or filing.,  of any material lien, claim or government
attachment  against the Collateral or which, in Secured Party's sole discretion,
might  materially  impair the Collateral.  (viii) the  determination  by Secured
Party that a material  misrepresentation of fact has been made by Debtor in this
Agreement or in any writing supplementary or ancillary hereto, (ix) a reasonable
determination in good faith by Secured Party that Debtor has suffered a material
adverse change in its financial condition,  business or operations from the date
of This agreement; (x) bankruptcy,  insolvency,  termination, death, dissolution
or  default  of any  guarantor  for  Debtor  or (ix) any  filing  by Debtor of a
termination statement for any Financing statement filed by Secured party

4.0 REMEDIES

4.1 Upon the happening of any event which is not cured for non-monerary defaults
within thirty v (30) days and for momentary defaults within ten (10) days and ;k
by Secure party or at any time thereafter:  (i) all liabilities of Debtor shall,
at the option of Secured party become  immediately due and payable fill Set ured
party shall have and may  exercise  311 Of the rights and  remedies  ,3nted to a
Secured party Linder the Uniform Commercial Code; (ill) Secured party shall have
the right,  immediately,  and without notice or other action, to set-off against
any of Debtor's  liabilities to Secured Party any money owed by Secured party in
any capacity to Debtor. whether or not due, and Secured party shall be deemed to
have  exercised  such right of set-offand to have made a charge against any such
money  immediately  upon the occurrence of such default event though actual book
entries may be made at some time  subsequent  thereto;  (iv)  Secured  Party may
proceed with or without  judicial  process to take possession of all or any part
of the Collateral;  Debtor agrees that upon receipt of notice of Secured party's
intention to take possession of all or any pan of said  Collateral,  Debtor will
do  everything  necessary to make same  available to Secured  Party  (including,
without limitation, assembling the Collateral and making it available to Secured
Party at a place  designated by Secured Party which is reasonably  convenient to
Debtor and Secured  Party);  and so long as Secured Party acts in a commercially
reasonable manner, Debtor agrees to assign, transfer and deliver at any time the
whole or any  portion of the  Collateral  or any rights or  interest  therein in
accordance with the Uniform  Commercial  Code and without  limiting the scope of
Secured Party's rights thereunder, (v) Secured Party may sell the Collateral at
public or private sale or in any other  Commercially  reasonable  manner and, at
the option of Secured  Party,  in bulk or in parcels and with or without  having
the Collateral at the sale or other disposition,  and Debtor agrees that in case
of sale or other disposition of the Collateral,  or any portion thereof, Secured
Party shall apply all proceeds first to all costs and expenses of  dispositions,
including  attorneys'  fees, and then to Debtor's  obligations to Secured Party;
(vi)  Secured  Party may elect to retain the  Collateral  or any part thereof in
satisfaction  of all sums due from  Debtor  upon  notice to Debtor and any other
party as may be required by the Uniform  Commercial Code- All remedies  provided
in this

                                       2
<PAGE>



paragraph  shall be  cumulative.  Secured  Party may exercise any one or more of
such remedies in addition to any and a] I other remedies  Secured Party may have
under any applicable law or in equity.

4.2  Expenses;  Disposition.  Upon  default,  all  amounts due and to become due
hereunder  shall,  without  notice,  bear  interest at the lesser of (i) fifteen
percent  (15%) per annum or (ii) the maximum rate per annum which  Secured Party
is  permitted  by law to charge  from the date such  amounts are due until paid.
Debtor  shall pay all  reasonable  expenses  of  realizing  upon the  Collateral
hereunder  upon  default and  collecting  all  liabilities  of Debtor to Secured
Party,  which reasonable  expenses shall include attorneys' fees, whether or not
litigation is commenced and " whether  incurred at trial,  on appeal,  or in any
other proceeding.  Any notification of a sale or other disposition of Collateral
or of other action by Secured Party required to be given by Secured Party,  will
be sufficient if given personally,  mailed, or delivered by facsimile machine or
overnight  carrier  not less than five (5) days  prior to the day on which  such
sale or other  disposition will be made or action taken,  and such  notification
shall I be deemed reasonable notice.

5.0 MISCELLANEOUS

5.1 No Implied  Waivers;  Entire  Agreement.  The waiver by Secured Party of any
default  hereunder or of any  provisions  hereof shall not  discharge  any party
hereto  from  liability  hereunder  and  such  waiver  shall be  limited  to the
particular  event of default and shall not operate as a waiver of any subsequent
default.  This  Agreement  and any Schedule  hereunder  are  non-cancelable-  No
modification of this Agreement or waiver of any right of Secured Party hereunder
shall be valid unless in writing and signed by an authorized  officer of secured
Party.  No  failure  on the pan of  Secured  Party  to  exercise,  or  delay  in
exercising, any right or remedy hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any right or remedy  hereunder  preclude
any other or further  exercise  thereof or the  exercise  of any other  right or
remedy.  The provisions of this Agreement and the rights and remedies granted to
Secured  Party herein shall be in addition to, and not in limitation of those of
any other  agreement  with Secured Party or any other  evidence of any liability
held  by  Secured  Party.   This   Agreement  and  any  Schedule   hereunder  (a
"Transaction") embody the entire agreement between the parties and supersede all
prior agreements and understandings  relating to the same subject matter, except
in any case where the  Secured  Party takes an  assignment  from a vendor of its
security  interest  in the  same  Collateral,  in which  case  the  terms of the
Transaction shall be incorporated into the assigned  agreement and shall prevail
over any  inconsistent  terms therein but shall not be construed to create a new
contract.  If any of the documents  executed in conjunction  with this Agreement
are delivered to Secured Party by facsimile  transmission,  such  documents (and
signatures  thereon)  shall I be treated  as, and have the same force and effect
as, originals.

5.2 Choice of law waiver of jury this  agreement and the rights and  liabilities
of the parties shall be governed by  applicable  federal law and the laws of the
state of oregon  secured party and debtor each  irrevocably  waive all rights to
trial by jury in any litigation arising from or related to this agreement.

5.3  Protection of the  Collateral.  At its option,  Secured Party may discharge
taxes,  liens  or  other  encumbrances  it any  time  levied  or  placed  on the
Collateral,  may  pay  for  insurance  on the  Collateral  and  may  pay for the
maintenance and  preservation  of the  Collateral.  Debtor agrees to reimburse '
Secured Party on demand for any payment made or any expense  incurred by Secured
Party  Pursuant to the  foregoing  authorization.  Any payments  made by Secured
Party shall be immediately  due and payable by Debtor and shall bear interest at
the rate of fifteen  percent (15%) per annum.  Until default,  Debtor may retain
possession of the  Collateral  and use it in any lawful manner not  inconsistent
with the provisions of this Agreement and any other agreement between Debtor and
Secured Party, and not inconsistent with any policy of insurance thereon.

5.4 Binding Agreement;  Time of the Essence. This Agreement shall take effect as
a sealed  instrument and shall be binding upon and shall inure to the benefit Of
the  parties  hereto,   their  respective  heirs,   executors,   administrators,
successors,  and assigns- Time is of the essence with respect to the performance
of Debtors  obligations  under this  Agreement and any other  agreement  between
Debtor and Secured Party

5.5  Enforceability.  Any term,  clause or provision of this Agreement or of any
evidence of indebteness  from Debtor to Secured Party which is  unenforceable in
any  jurisdiction  shall, as to such  jurisdiction,  be ineffective  only to the
extent  of  such  prohibition  or  unenforceability   without  invalidating  the
remaining terms or clauses of such provision or the remaining provisions hereof,
and any such  prohibition  or  unenforceabifity  in any  jurisdiction  shall not
invalidate  or  render  unenforceable  such  term,  clause Or  provision  in any
other jurisdiction.

5.6 Notices.  Any notices or demands  required to be given herein shall be given
to (fie parties in writing by facsimile.  or by overnight  courier United States
mail (first class, express,  certified or otherwise) iii the addresses set forth
oil -agc I of this  Agreement  or to such other  Addresses  as the  parties  may
hereafter  substitute by written  notice given in the manner  prescribed in this
paragraph.

5.7 Additional Security.  If there shall be any other collateral for an%. of the
obligations,  or for the obligations of any guarantor thereof, Secured Party may
proceed  against and/or enforce any or all of the Collateral and such collateral
in  whatever  order  it may,  in its  sole  discretion,  deem  appropriate.  Any
amount(s)  received by Secured Party from  whatever  source and applied by it to
any of the obligations  shall be applied in such order of application as Secured
Party shall from time to time, in its sole discretion, elect.

6.0 ASSIGNMENT

6.1 SECURED  PARTY MAY SELL OR ASSIGN ANY AND ALL RIGHT,  TITLE AND  INTEREST IT
HAS IN THE COLLATERAL  AND/OR ARISING UNDER THIS AGREEMENT.  DEBTOR SHALL,  UPON
THE DIRECTION OF SECURED PARTY: 1) EXECUTE ALL DOCUMENTS NECESSARY TO EFFECTUATE
SUCH  ASSIGNMENT  AND, 2) PAY DIRECTLY AND PROMPTLY TO SECURED  PARTY'S,ASSIGNEd
WITHOUT ABATEMENT, DEDUCTION OR SET-OFF, ALL AMOUNTS WHICH HAVE BECOME DUE UNDER
THE ASSIGNED  AGREEMENT  SECURED PARTY  ASSIGNEE  SHALL HAVE ANY AND ALL RIGHTS.
IMMUNITIES AND  DISCRETION OF SECURE PARTY  HEREUNDER AND SHALL WI11 ENTITLED IN
EXERCISE  ANY  REMEDIES 0F SECURED  PARTY  HEREUNDER  ALL  REFERENCES  HEREIN TO
SECURED PARTY SHALL INCLUDE SECURED PARTY'S  ASSIGNEE (EXCEPT THAT SAID ASSIGNEE
SHALL NOT BE  CHARGEABLE  WITH ANY  OBLIGATION  OR  LIABILITIES  HEREUNDER OR IN
RESPECT  HEREOF).  DEBTOR WILL NOT ASSERT AGAINST SECURED  PARTY'S  ASSIGNEE ANY
DEFENSE. COUNTERCLAIM OR SET-OFF WHICH DEBTOR MAY HAVE AGAINST SECURED PARTY.

6.2 DEBTOR SHALL NOT ASSIGN OR IN ANY WAY DISPOSE OF ALL OR ANY OF ITS RIGHTS OR
OBLIGATIONS  UNDER THIS  AGREEMENT OR ENTER INTO ANY AGREEMENT  REGARDING ALL OR
ANY PART OF THE  COLLATERAL  WITHOUT THE PRIOR WRITTEN  CONSENT OF SECURED PARTY
WHICH SHALL NOT BE  UNREASONABLY  WITHHELD.  IN CONNECTION  WITH THE GRANTING OF
SUCH  CONSENT AND THE  PREPARATION  OF NECESSARY  DOCUMENTATION,  A FEE SHALL BE
ASSESSED  EQUAL TO ONE  PERCENT  (1%) OF THE TOTAL  REMAINING  BALANCE  THEN DUE
HEREUNDER.  IN THE EVENT THAT  SECURED  PARTY HAS  CONSENTED TO ANY LEASE OF THE
COLLATERAL,  DEBTOR  HEREBY  ASSIGNS  AND GRANTS A SECURITY  INTEREST TO SECURED
PARTY, TO SECURE ALL OBLIGATIONS TO SECURED PARTY,  ANY AND ALL RIGHTS UNDER ANY
LEASE(S),  AND  DEBTOR  SHALL  DELIVER  TO  SECURED  PARTY THE  ORIGINAL  OFSUCH
LEASE(S).


                                       3
<PAGE>



7.0 POWER OF ATTORNEY

7.1 Secured PARTY is hereby appointed Debtors  attomey-in-fact  to sign Debtor's
name and to make non-material  amendments  (including  completing 2nd conforming
,he  description  of the  Collateral)  on any document in  connection  with this
Agreement (including any financing statement :Ind 10 Obtain Idju',,,  settle and
cancel any  insurance  required by this  Agreement  and to endorse any drafts in
connection %, ith such insurance.

8.0 NOTICE

8.1 Under Oregon law, most a-reements,  promises and commitments made by Secured
party after October 3, 1989.  concerning loans and other credit extensions which
are not for  personal.  family  or  household  purposes  or  secured  sol by the
Debtor's  residence must be in Writing  express  consideration  and be signed by
Secured Party to be enforceable.

In Withness  Whereof.  the parties  hereto have caused this Agreement to be duly
executed the 1St day of JUNE 2001


US Bancorp Leasing & Financial         Stitch Networks Corporation

(SECURETY PARTY)                       (DEBTOR)

BY:                                    By:/S/ David Goodman

-------------------------------          ------------------------------
An Authorized Officer There of         David Goodman
                                       President

                                       4
<PAGE>



7.0 POWER OF ATTORNEY

7.1  Secured  Party is hereby  appointed  Debtor's  atto  rney-i n- fact to sign
Debtor's name and to make  non-material  amendments  (including  completing  and
conforming the description of the Collateral) on any document in connection with
this  Agreement  (including  any  financing  statement)  and to obtain.  adjust,
settle,  and cancel any insurance  required by this Agreement and to endorse any
drafts in connection with such insurance.

8.0 NOTICE

8.1 Under Oregon law, most agreements  promises and commitments  made by Secured
Party after October 3, 1989,  concerning loans and OTHER CREDIT EXTENSIONS which
are not for  personal  family or  household  purposes  or secured  solely by the
Debtor's  residence must be in Writing,  express  consideration and be signed by
Secured Party to be enforceable.

In Witness  Whereof,  the parties  hereto have caused this  Agreement to be duly
executed the 15th day of June 2001

US Bancorp Leasing & Financial         Stitch Networks Corporation
(SECURETY PARTY)                       (DEBTOR)
BY:                                    By:/S/ David Goodman
-------------------------------          ------------------------------
An Authorized Officer There of         David Goodman
                                       President

                                       5
<PAGE>



US BANCORP                                     INTERIM FUNDING ADDENDUM (LOAN)

LEASING & FINANCIAL

THIS Interim FUNDING  ADDENDUM AND RENTAL ADDENDUM (this  "Addendum")  dated May
la\ and  supplements  Master  Agreement  (the  "Agreement"),  dated May  22,2001
between U.S. Bancorp Leasing & Financial  ("Secured  Party") and Stitch Networks
Corporation  ("Debtor")  and the terms of the Agreement are hereby  incorporated
into this  Addendum  as though  fully set forth  herein.  Capitalized  terms not
otherwise defined herein shall have the meanings set forth in the Agreement- The
Agreement is hereby amended and supplemented as follows:

1. Loan of Collateral. Subject to the terms hereof, Secured Party may, from time
to time,  fund certain  amounts  necessary for the purchase,  for the purpose of
financing  for Debtor,  the  following  collateral,  on which  Debtor  agrees to
complete a Master Agreement and ancillary documents from Secured Party:

Film Product Dispensing Vending Machines

TOGETHER  WITH ALL  REPLACEMENTS,  PARTS,  REPAIRS,  ADDITIONS,  ACCESSIONS  AND
ACCESSORIES  INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.

(the "Collateral"),  BEGINNING,  WITH RESPECT TO EACH ITEM of Collateral, on the
DATE  SECURED  PARTY  MAKES  THE  FIRST  payment  WITH  respect  to that item of
Collateral and continuing until such time as the Collateral is made subject to a
Schedule  to the  Master  Agreement.  Notwithstanding  the  preceding  sentence,
Secured Party shall have no  obligation  to finance any item of  Collateral  for
Debtor if, in Secured  Party's sole  discretion:  (i) the item,  type or cost of
Collateral is not  acceptable to Secured  Party,  (ii) there has been I material
adverse  change in the financial or operating  condition of Debtor,  (iii) there
has occurred, and remains uncured, an event that constitutes or Could constitute
a default under the Agreement;  or (iv) if Debtor has not executed and delivered
to  Secured  Party a  Schedule  making  any item  of-Collateral  subject  to the
Agreement and a Equipment  Acceptance and  Authorization  to Pay with respect to
that  Collateral  on or before  August 15,  2001  (which  date may be changed In
Secured Party's sole  discretion)  (any or all of the foregoing  shall-be called
"Secured Party's Conditions"

1 Financing by Secured Party. As items of Collateral are delivered to Debtor (or
if any  payments  are  required  to be  made  prior  to  delivery  of  items  of
Collateral,  at such time of payment), Debtor shall present to Secured Parry for
payment  the  invoices  from  the  vendor  of  the  Collateral   (the  "Vendor")
accompanied  by an Interim  Authorization  to Pay in  substantially  the form of
Exhibit A attached hereto, duly executed by Debtor,  authorizing-  Secured Party
to pay for the Purchase of the Collateral, subject to this Addendum. If no event
that  constitutes (Or Would,  with the giving of notice,  the passage of time or
both,  constitute)  a default or event of  default  Linder  the  Agreement  then
exists.  Secured Party shall pay for [he purchase of the item of Collateral from
the Vendor for the invoice  price  (together  with any other costs Secured Party
has agreed or becomes  obligated,  to pay in connection  with the acquisition of
the Collateral,  the  "Acquisition  Cost") and Debtor shall  immediately  become
obligated to pay interim  payments 10 Secured Party as provided herein- Debtor's
obligation to pay interim payment Shall begin when Secured Party makes the first
payment to the Vendor,  even if that payment is a down payment,  progress  Begin
Payment or other partial payment rather than payment in full.

3. Interim  Pavements.  Interim  payments of the the items of collateral as they
are  financed  by Secured  party to  paragraph  2 above.  shall I be computed by
Secured Pal-TV Ind paid by Debtor monthly in arrears at a daily rate  determined
for day by Multiplying  the Acquisition  Cost by the rate:  announced by US Bank
National Association  Minneapolis  MINNESOTA is its reference rate for that that
day plus 0.25%) per Annum and  dividing  the result by 360, and shall he paid to
secured  party within tell days after Debtor  receives an invoices  from Secured
Party  Debtor's  obligation to pay interim  payments  shall  continue  Until the
earlier of (1) the date on which each of Debtor and Secured  Party have executed
and  delivered  to the other a  schedule  making the  Collateral  subject to the
Agreement  and Debtor shall  executed and delivered to Secured Party a Equipment
Acceptance and  Authorization to flay with respect to that  Collateral,  or (11)
the date on which Debtor pays the purchase  price for the  Collateral to Secured
Party pursuant to Paragraph 4 hereof,

4.  Failure  to  Deliver  Acceptance  Certificate  If  any  of  Secured  Party's
Conditions occurs or if Debtor otherwise terminates this Addendum,  Debtor shall
immediately  reimburse  Secured Parry for that  Collateral  for a purchase price
equal to the  Acquisition  Cost plus such other amounts which may be due Secured
Party from Debtor  pursuant to any other  provision  hereof plus a premium of on
the  total  purchase  price of such  price.  Upon  receipt  of such  amounts  in
immediately  available  funds with respect to any item of  Collateral,  Debtor's
obligation to pay Payments with respect to that Collateral shall be terminated.

                                       6
<PAGE>



5. Stipulated Loss Value. For purposes of determining  Debtor's  compliance with
certain of the Loan provisions  incorporated  by reference,  the stipulated loss
value of the Collateral shall be the Acquisition Cost thereof.

6,  Miscellaneous . Except as expressly  modified and supplemented  hereby,  all
terms and  provisions  of the  Agreement  shall remain in full force and effect.
This  Addendum  is not binding or effect with  respect to the  Agreement  or the
Collateral

I/We  until  executed  on behalf of Secured  Party and  Debtor by an  authorized
representative of Secured Party and Debtor.

IN WITNESS WHEREOF, the parties hereto have caused this Interim Funding Addendum
to be executed as of the day and year first written above.

Stitch Networks Corporation             US Bancorp Leasing & Financial

(DEBTOR)

By:/S/ David Goodman                    BY:

  ------------------------------          -------------------------------
David Goodman                             An Authorized Officer There of
President

                            ADDRESS FOR ALL NOTICES:
                        PO BOX 2177 S.W - Networks Street
                                   Tualatin OR


                                       7
<PAGE>



5. Stipulated Loss Value. FOR PURPOSES of determining  Debtor's  compliance with
certain of the Loan provisions  incorporated  by reference,  the stipulated loss
value of the Collateral shall be the Acquisition Cost thereof.

6. Miscellaneous Except as expressly modified and supplemented hereby, all terms
and  provisions  of the  Agreement  shall remain in full force and effect.  This
Addendum  is not  binding or  effective  with  respect to the  Agreement  or the
Collateral until executed on behalf of Secured Party and Debtor by an authorized
representative of Secured Party and Debtor.

IN WITNESS WHEREOF, the parties hereto have caused this Interim Funding Addendum
to be executed as of the day and

Stitch Networks Corporation             US Bancorp Leasing & Financial

(DEBTOR)

By:/S/ David Goodman                    BY:

  ------------------------------          -------------------------------
David Goodman                             An Authorized Officer There of
President

                            ADDRESS FOR ALL NOTICES:
                        PO BOX 2177 S.W - Networks Street
                                   Tualatin OR

                                       8
<PAGE>

                                  EXHIBIT"A"

                          INTERIM AUTHORIZATION TO PAY

Re: In interim  Funding  and Rental  Addendum  dated May 22.  2001  ("Addendum")
between U.S.  Bancorp  Leasing & Financial ("Secured  Party") and Stitch
Networks Corporation ("Debtor").

Stitch Networks  Corporation  hereby authorizes U.S. Bancorp Leasing & Financial
to pay a total of  $___________  to Seller(s)  under the  Invoice(s) to pay for
property described in the Invoice No.(s) listed below and attached hereto, which
shall thereafter be "Collateral" as defined in the Addendum.

Interim  Payments  (as  defined in the  Addendum)  will  accrue  until the final
installation and acceptance of the Collateral and the execution of a Schedule to
Master  Agreement  between the undersigned and U.S. Bancorp  Financial  covering
such Collateral.

Vendor(s)/Seller(s)      Invoice No.(s)    Invoice Date(s)  Invoice(s) Amount

Dated as of:
           ---------------------------

(DEBTOR)                                SECURED PARTY
Stitch Networks Corporation             US Bancorp Leasing & Financial


By:/S/ David Goodman                    BY:

  ------------------------------          -------------------------------
David Goodman                             An Authorized Officer There of
President

                            Address for All notices:
                        PO BOX 2177 S.W - Networks Street
                                   Tualatin OR

                                       9
<PAGE>

                                   EXHIBIT"A"

                          INTERIM AUTHORIZATION TO PAY

Re: In interim  Funding  and Rental  Addendum  dated May 22.  2001  ("Addendum")
between U.S.  Bancorp  Leasing & Financial ("Secured  Party") and Stitch
Networks Corporation ("Debtor").

Stitch Networks  Corporation  hereby authorizes U.S. Bancorp Leasing & Financial
to pay a total of  $___________  to Seller(s)  under the  Invoice(s) to pay for
property described in the Invoice No.(s) listed below and attached hereto, which
shall thereafter be "Collateral" as defined in the Addendum.

Interim  Payments  (as  defined in the  Addendum)  will  accrue  until the final
installation and acceptance of the Collateral and the execution of a Schedule to
Master  Agreement  between the undersigned and U.S. Bancorp  Financial  covering
such Collateral.

Vendor(s)/Seller(s)      Invoice No.(s)    Invoice Date(s)  Invoice(s) Amount

Dated as of:
           ---------------------------

(DEBTOR)                                SECURED PARTY
Stitch Networks Corporation             US Bancorp Leasing & Financial


By:/S/ David Goodman                    BY:

  ------------------------------          -------------------------------
David Goodman                             An Authorized Officer There of
President

                            Address for All notices:
                        PO BOX 2177 S.W - Mohawk Street
                                   Tualatin OR

                                       10
<PAGE>



USBANCORP                                            INSURANCE AUTHORIZATION
                                                            AND VERIFICATION
LEASING & FINANCIAL

Date:        May 22, 2001

To:          Stitch Network Corporation (the Customer)       Schedule Number:
From:        U S. Bancorp Leasing & Financial(Creditor)
             PO BOX 2177 S.W - Mohawk Street
             Tualatin OR



TO THE  CUSTOMER:  PLEASE  EXECUTE  BELOW and return this to Creditor  with your
document  package.  Creditor will fax this document to your insurance  agent for
verification.

In connection with one or more financing  arrangements,  Creditor  requires that
its insurable interest in the financed property (the "Property') be described as
"Creditor and its successors and assigns shall be covered as Additional  Insured
and Loss Payee with regard to all equipment  financed or ]eased by Policy Holder
through or from  Creditor."  The  required  coverage  must  include,  but is not
limited to, fire, extended coverage,  vandalism, theft and general liability, If
such coverage is not provided within 30 days, we have the right to purchase such
insurance at your expense.  Should you have any  questions,  please  contact our
Insurance Department at (503) 797-0277.

CUSTOMER AUTHORIZES THE AGENT NAMED below: 1) to COMPLETE AND RETURN THIS LETTER
AS INDICATED;  AND 2) to endorse the policy and  subsequent  renewals to reflect
the required coverage.

Agent:   Insurance and Financial Services Ltd      Stitch Network Corporation
Address: 664 Yroklyn Road, P.O. Box 906
         Hockessin. DE 19707-0907                  By:/S/ David Goodman
Fax:     (302) 239-5722                            David Goodman
E-Mail                                             Vice President & CFO

TO THE AGENT: In lieu of providing a certificate, please e-recute this letter in
the space below and promptly faxed it to Creditor at (503) 797-0287.

Agent hereby verifies that the above requirements have been met in regard to the
Property listed below.

Print Name Of Agency:

By

Print Name

Property Description:

Film Product Dispensing Vending Machines

TOGETHER  WITH ALL  REPLACEMENTS,  PARTS,  REPAIRS,  ADDITIONS,  ACCESSIONS  AND
ACCESSORIES  INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF THE FOREGOING. INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.

INSURANCE  VALUE  $1,500,000.00


<PAGE>


<TABLE>
<CAPTION>
LOAN
DATA SUMMARY SHEET
-------------------------------------------------------------------------------------------------------------------
                                                        Lessor/ Lessee Information
-------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                             <C>                          <C>
Date Created:                                                          Doc Specialist:               Market Rep:
5/29/2001                                                              Lia Chow                      Douglas Otto
-------------------------------------------------------------------------------------------------------------------
Lessor:                                U.S. Bancorp Leasing & Financial
                                       7659 S.W. Mohawk Street 2177
                                       Tualatin OR 97062
-------------------------------------------------------------------------------------------------------------------
Lessee Name:                           Stitch Network Corporation
-------------------------------------------------------------------------------------------------------------------
Lessee DBA
-------------------------------------------------------------------------------------------------------------------
Lessee Address:                        5OO North Walnut Road
                                       Kenneth PA 1934S
-------------------------------------------------------------------------------------------------------------------
                                       Contract Information:
-------------------------------------------------------------------------------------------------------------------
Master Agrmt # & Schedule-             -                             Master Agreement Date:         May 22, 2001
-------------------------------------------------------------------------------------------------------------------
Amount Financed:                       $ 1.500,000.00                Schedule Date:                 May 22, 2001
-------------------------------------------------------------------------------------------------------------------
Master Agreement Date:                 May 22, 2001                  Contract Term:
-------------------------------------------------------------------------------------------------------------------
Trac Amount:                           0                             Mid Term Opt Date:
-------------------------------------------------------------------------------------------------------------------
Mid Term Opt. Amount:                  $0.00                         End Of Term Opt. Amt:
-------------------------------------------------------------------------------------------------------------------
Sales Tax Financed:                    $0.00                         Total Property Cost:           $1,500,000.00
-------------------------------------------------------------------------------------------------------------------
FIXED INTEREST Rate:
-------------------------------------------------------------------------------------------------------------------
Finance Charges:                       $0.00
-------------------------------------------------------------------------------------------------------------------
Late Charge Rate:                      Five(5)                       Contract Type:
-------------------------------------------------------------------------------------------------------------------
Advanced I Arrears                     Advance
-------------------------------------------------------------------------------------------------------------------
1st Payment Amount:                    $0.00                         1st paymentment Terms:         Sixty (60)
-------------------------------------------------------------------------------------------------------------------
2nd Payment Amount:                                                  2nd Payment Terms:
-------------------------------------------------------------------------------------------------------------------
3rd Payment Amount:                                                  3rd Payment Terms:
-------------------------------------------------------------------------------------------------------------------
4th Payment Amount:                                                  4th Payment Terms:
-------------------------------------------------------------------------------------------------------------------
Additional Collateral:
-------------------------------------------------------------------------------------------------------------------
First Payment Date / D/A              June 01, 200l
-------------------------------------------------------------------------------------------------------------------
                                                              Due At Signing
-------------------------------------------------------------------------------------------------------------------
          Security Deposit:            $0.00                         Advance Rentals:              $0.00
-------------------------------------------------------------------------------------------------------------------
        # of Advance Rentals:          $0.00                         Doc Fees:                     $0.00
-------------------------------------------------------------------------------------------------------------------
          Filing/Stamp Fees:           $0.00                         Sales tax:                    $0.00
-------------------------------------------------------------------------------------------------------------------
             Other Fees:               $0.00                    Due At Signing:                    $0.00
-------------------------------------------------------------------------------------------------------------------
                                                   Signers Guarantors:/Partnership/ etc
-------------------------------------------------------------------------------------------------------------------
Personal Guarantor 1                                          Personal Guarantor 2
-------------------------------------------------------------------------------------------------------------------
Personal Guarantor 3                                          Personal Guarantor 4
-------------------------------------------------------------------------------------------------------------------
Corp Guarantor 1                                              Corp Guarantor 2:
-------------------------------------------------------------------------------------------------------------------
Primary Signer: David Goodman                                 Alternate Signer:
-------------------------------------------------------------------------------------------------------------------
Primary Title: PRESIDENT & CEO                                Alternate Title:
-------------------------------------------------------------------------------------------------------------------
Partnership:                                                  1 st Partner:
-------------------------------------------------------------------------------------------------------------------
2 nd Partner:                                                 Subleases:
-------------------------------------------------------------------------------------------------------------------
Corporate Pledger:                                            Individual Pledger:
-------------------------------------------------------------------------------------------------------------------
Landlord:                                                     Mortgage:
-------------------------------------------------------------------------------------------------------------------
                                                             Insurance
-------------------------------------------------------------------------------------------------------------------
Insurance Company: Insurance & Financial Services Ltd        Agent Name:
-------------------------------------------------------------------------------------------------------------------
Address: 664 Yorklyn Road P.O Box Hockessin DE 19707-0970
-------------------------------------------------------------------------------------------------------------------
Phone: (302) 239-2355                                        Fax:                        (302)-239-5722
-------------------------------------------------------------------------------------------------------------------
                                                       Equipment
-------------------------------------------------------------------------------------------------------------------
Description: Film Products Dispensing Vending Machines,
-------------------------------------------------------------------------------------------------------------------
Serial #:                                              Cost                               $1,500,000.00
-------------------------------------------------------------------------------------------------------------------
Vendor Name: Stitch Networks Corporation
-------------------------------------------------------------------------------------------------------------------
Amount Due Vendor:
-------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>

USBANCORP                                            CERTIFICATE OF AUTHORITY
LEASING & FINANCIAL                                               (LEASE/LOAN)


I/WE HEREBY CERTIFY TO U.S. Bancorp ,Leasing, & Financial (the "Creditor") that:
a) I/we am/are the person(s)  authorized to certify on behalf of Stitch Networks
Corporation,  a business entity (the "Company")  organized and maintaining  good
standing under the laws of the State of Delaware;  b) the following,,  is a true
and correct  copy of certain  Resolutions  duly adopted or voted by the Board of
Directors,  Members or Managers,  as appropriate,  of the Company;  c) I/we have
placed a copy of such  Resolutions  in the official  records of the Company,  d)
such  Resolutions  have not been  rescinded,  amended,  or otherwise  altered or
repealed;  and e) such  Resolutions  are now in full force and effect and are in
full  compliance with the formation  documents of the Company,  as such may have
been amended. The Company has resolved the Following:

1) That the Company from time to time leases  personal  property  and/or borrows
money or otherwise  obtains  credit from  Creditor and that the entire amount of
leasing,  borrowing or credit  under this  resolution  at any one time,  whether
direct or indirect, absolute or contingent, shall be unlimited;

2) That any one of the officers,  agents,  members, or managers designated BELOW
IS HEREBY  authorized to borrow money and to obtain  credit and other  financial
accommodations (including the leasing of personal property) for the Company; and
to  execute  and  deliver  on behalf of the  Company  any and all  documentation
required In  connection  therewith  in such form and  containing  such terms and
conditions  as the person(S)  executing  such  documents  shall approve as being
advisable  and proper and in the best  interests  of the  Company;  and that the
execution  thereof  by such  person(S)  shall  be  conclusive  evidence  of such
approval;  and, as security for the Company's obligations to Creditor to pledge,
assign,  transfer,  mortgage,  grant a security  interest  in,  hypothecate,  or
otherwise  encumber  any and all property of the  Company,  whether  tangible or
intangible;  and to execute  and  deliver  all  instruments  of  assignment  and
transfer;

3) That any officer, member, manager, agent or employee of the Company is hereby
further authorized to take any and all such other actions as may be necessary to
carry out the intent and  purposes  of these  Resolutions,  and that any and all
actions taken by such  person(s) to carry out such intent and purposes  prior to
the adoption  of these  Resolutions  are hereby  ratified and confirmed by, and
adopted as the action of, the managers of the Company- and

4 That these  Resolutions  shall constitute a continuing  authority to the desig
ated  person or  persons  to act on behalf of the  Company,  and the  powers and
authority  granted herein shall continue until revoked by the Company and formal
written  notice of such  revocation  shall  have been given to  Creditor.  These
Resolutions do not supersede similar prior resolutions given to Creditor.

I/WE HEREBY FURTHER  CERTIFY that pursuant to the  f-ormation  documents and any
other appropriate  DOCUMENTS of' the Company as may be necessary,  the following
named   person(s)   have  been  properly   designated   and  appointed  to  tile
position(s)/office(s) indicated below, that such person(s) Continue to hold such
position(s)/Office(s)  at tile TIME Of' execution of the  documentation  for the
transaction(s) with Creditor, and that the signature(s) of such person(s) show %
ire genuine.

OFFICE                   NAME                SIGNATURE

PRESIDENT & CEO          DAVID GOODMAN       /S/ DAVID GOODMAN

I/WE HEREBY  FURTHER  CERTIFY that,  pursuant to the  formation  document of the
Company, and any other appropriate documents of the Company as may be necessary,
I/we have the power and authority to execute this  Certificate  on behalf of the
Company, and that I/we have so executed this Certificate on the 1st day of 2001.
A copy of this  Certificate,  which is duly  signed  and  which is  received  by
facsimile  transmission  ("fax"),  shall be deemed  to be of the same  force and
effect as the original

                                             By:/S/ David J. Kearney
                                                    David kearney
                                                    Secretary

                                      (must he certified by another  officer or
                                director other than the above authorized signer)

4/00

                            ADDRESS FOR ALL NOTICES:
                      PO Box 2177. 7659 S. W Mahawk Street
                               Tualatin, OR 97062


<PAGE>



USBANCORP                                             CERTIFICATE OF AUTHORITY
LEASING & FINANCIAL                                                (LEASE/LOAN)

I/WE HEREBY CERTIFY to U.S. Bancorp I ensing Financial (the "Creditor") that: a)
I/we am/are the  person(s)  authorized  to certify on behalf of Stitch  Networks
Corporation.  a business  entity (the  "Company")  organized and  maintaining od
standing under the laws of the State of Delaware; b) the following is a true and
correct  copy of  certain  Resolutions  duly  adopted  or voted by the  Board of
Directors,  Members or Managers,  as appropriate,  of the Company;  c) I/We have
placed a copy of such  Resolutions  in the official  records of the Company;  d)
such  Resolutions  have not been rescinded,  amended,  or other-wise  altered or
repealed  and e) such  Resolutions  are now In full  force and effect and are in
full  compliance with the formation  documents of the Company,  as such may have
been amended. Tile Company has resolved the following

1) That the Company from time to time leases  personal  property  and/or borrows
money or otherwise  obtains  credit from  Creditor and that the entire amount of
leasing,  borrowing or credit  under this  resolution  at any one time,  whether
direct or indirect, absolute or contingent, shall be unlimited;

2) That any one of the officers,  agents,  members, or managers designated below
is hereby  authorized to borrow money and to obtain  credit and other  financial
accommodations (including the leasing of personal property) for the Company; and
to  execute  and  deliver  on behalf of the  Company  any and all  documentation
required in  connection  therewith  in such form and  containing  such terms and
conditions  as the persons)  executing  such  documents  shall  approve as being
advisable  and proper and in the best  interests  of the  Company;  and that the
execution  thereof  by such  person(s)  shall  be  conclusive  evidence  of such
approval;  and, as security for the Company's obligations to Creditor to pledge,
assign,  transfer,  mortgage,  grant a security  interest  in,  hypothecate,  or
otherwise  encumber  tiny and all property of the Company,  whether  tangible or
Intangible;  and to execute  and  deliver  all  instruments  of  assignment  and
transfer;

3) That any officer, member, manager, agent or employee of the Company is hereby
further authorized to take any and all such other actions as may be necessary to
carry out the intent and  purposes  of these  Resolutions,  and that any and all
actions taken by such  person(s) to carry Out Such intent and purposes  prior to
the adoption of these  Resolutions  are hereby  ratified and  confirmed  by, and
adopted as the action of, the managers of the Company and

4) That these  Resolutions  shall I  constitute  a  continuing  authority to the
designated person or persons to act on behalf of the Company, and the powers and
authority  granted herein shall continue until revoked by the Company and formal
written  notice of such  revocation  shall  have been given to  Creditor.  These
Resolutions do not supersede similar prior resolutions given to Creditor.

I/We HEREBY FURTHER  CERTIFY that pursuant to the formation  document<;  and any
other  appropriate  documents of the Company as may be necessary,  the following
named  person(s)  have  been  properly  designated  and  appointed  to the posit
ion(s)/office(s)  Indicated  below  that such  person(s)  continue  to hold such
position(s)/Office(s)  at the time of  execution of the docu men tat Ion for the
transaction w I th Creditor I and that tile signature(s) of such person(s) shown
be I ow are genii I ine

OFFICE                   NAME                SIGNATURE

PRESIDENT & CEO          DAVID GOODMAN       /S/ DAVID GOODMAN

I/WE HEREBY  FURTHER  CERTIFY THAT,  PURSUANT to the formation  documents of the
Company and any other appropriate  documents of the Company as may be necessary,
I/we have the power and authority to execute this  Certificate  on behalf of the
Company,  and that I/we have so executed this Certificate on the 1st day of June
2001. A copy of this Certificate,  which is duly signed and which is received by
facsimile  transmission  ("fax"),  shall he deemed  to be of the same  force and
effect as the original

                                            By: David Kearney
                                                ---------------------------
                                                SECRETARY (PRINT NAME)
                                                SECRETARY

                           (Must The certified by another officer or director
                            other than the the above authorized signer)

4100

                            ADDRESS FOR ALL NOTICES:
                      PO Box 2177. 7659 S. W Mahawk Street
                               Tualatin, OR 97062


<PAGE>


GREAT AMERICAN INSURANCE COMPANY

Bond Number: 5618559

KNOW ALL MEN BY THESE  PRESENTS,  that we, Stitch Networks  Corporation,  500 N.
Walnut Street,  Kennett Square, PA 19348 (hereinafter  called  "Principal"),  as
Principal and Great American Insurance Company,  580 Walnut Street,  Cincinnati,
OH 45202,  organized  under the laws of the  State of Ohio  (hereinafter  called
"Surety"),  as Surety,  are held and firmly  bound unto U.S.  Bancorp  Leasing &
Financial,  7659 S.W.  Mohawk Street,  Tualatin,  OR 97062  (hereinafter  called
"Obligee"),  as Obligee,  in the full and just sum of One Million  FIVE  Hundred
Thousand  $SI,500,000.00)  Dollars for the payment whereof  Principal and Surety
bind themselves, their heirs, executors, administrators, successors and assigns,
jointly and severally, firmly by these presents:

WHEREAS, the Principal has by written agreement executed on June 1 2001, entered
into a contract With the Obligee a Master Agreement for Vending Equipment.

NOW, THEREFORE,  the condition of this obligation is such that, if the Principal
shall promptly and faithfully perform said Contract,  then this obligation shall
be null and void; otherwise to remain in full force and effect.

PROVIDED,  HOWEVER,  this bond is  executed  by the Surety and  accepted  by the
Obligee subject to the following conditions:

1.   The penal  sum of this  bond will  reduce  to  reflect  the  payments  made
     throughout the term of the contract.

2.   Under no  circumstance  shall the aggregate  liability of the Surety exceed
     the penal sum above stated.

3.   The Surety may cancel its  liability by  furnishing  sixty (60) day written
     notification  by  registered  or  certified  mail  to  the  Obligee  of its
     intention to cancel the bond.

4.   Should the Surety furnish  cancellation to the Obligee, the Principal shall
     file replacement security fourteen (14) days prior to the effective date of
     the  cancellation.  Failure to do so shall  constitute  loss to the Obligee
     recoverable under this bond.

5.   No assignment of this bond shall be effective  without the written  consent
     of the Surety, however, Surety agrees to not withhold consent unreasonably.

6.   No action, suit or proceeding shall be had or maintained against the Surety
     on this bond unless tile same be brought or  instituted  within  sixty (60)
     days after the ten-nination or release of this bond.

7.   Surety  acknowledges  and agrees that the  obligation  of Surety to pay any
     payment hereunder is unconditional and not subject to any offset,  dispute,
     counterclaim or defense of any kind or nature.

8.   This bond shall be effective for 39  (thirty-nine)  months from the date of
     execution.

     Signed and Sealed this 4th day of June, 2001.

STITCH NETWORKS, CORPORATION

By:
  -----------------------------------
David H Goodman, President

GREAT AMERICAN INSURANCE COMPANY

-------------------------------------
(surely)

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

    William H Hutto Attorney-In-Fact


<PAGE>



ACKNOWLEDGMENT OF PRINCIPAL (Individual)

STATE OF___________________
COUNTY OF__________________

     On this  _________day  of  ___________ in the year  ___________,  before me
personally  come(s)______________________  to me known and known to me to be the
person(s) who (is) (are) described in and who executed the foregoing  instrument
and acknowledges to me that he executed the same.

                                                   ----------------------------
                                                         NOTARY PUBLIC

                    ACKNOWLEDGMENT OF PRINCIPAL (Partnership)

STATE OF_________________
COUNTY OF________________


On  this  _________day  of  ___________  in  the  year  ___________,  before  me
personally comes(s)  ________________________  a member of the co-partnership of
_____________________________  to me known and known to me to be the  person who
is described in and who executed the foregoing  instrument,  and acknowledges to
me that  he  executed  the  same  as and  for  the  act  and  deed  of the  said
co-partnership.
                                                    ---------------------------
                                                           NOTARY PUBLIC .

                   ACKNOWLEDGMENT OF PRINCIPAL (Corporation)

STATE OF_________________________
COUNTY OF________________________



On this 5th day of June in the year 2001,  before me personally  come(s) David H
Goodman,  to me known,  who,  being by me duly  sworn,  deposes and says that he
resides  in the  City of  Delaware  that he is the of the  President  of  Stitch
Networks  Corporation  the  corporation  described  in and which  executed  this
foregoing  'instrument;  that he knows the seal of the said corporation that the
seal  affixed to the said  instrument  in such  corporate  seal,  that it was so
affixed by the order of the Boa d of directors of said  corporation and that lie
signed his name thereto by like order.

                           ACKNOWLEDGMENT OF SURETY

                                                    Notarial Seal
STATE OF NEW YORK                         Julia D. Melendez, Notary Public
COUNTY OF NEW YORK                         New Garden TWP., CHESTER County
                                         Mv Commission Expires July 5. 2004

On this 4th day of June in the year 2001 , before me personally  come(s) WILLIAM
H. HUTTO, Attorney(s)-in Fact of Great American Insurance Company with whom I am
personally acquainted,  and who, being by me duly sworn, says that lie reside(s)
in OLD GREENWICH CT. that lie Is (are) the Attoiney(s)-in-Fact of Great American
Company the Company described in and which executed the within instrument;  that
lie know(s) the corporate seal of such Company; and that the seal affixed to the
within instrument is such corporate seal and that it was affixed by order of the
Board of  Directors of said  Company,  arid that lie signed said  instrument  as
Attorney(s)-in-Fact of said Company by like order.


                         -------------------------------
                                  NOTARY PUBLIC

                               SPENCER TI. ZETTLER
                         NOTARY PUBLIC, STATE 0 NEW YORK
                                 NO. OIZE5082314
                           QUALIFIED IN NASSAU COUNTY
                        COMMISSIONS EXPIRES JULY 21, 2001


<PAGE>



                        GREAT AMERICAN INSURANCE COMPANY
   580 WALNUT STREET * CINCINNATI, OHIO 45202513-369-5000 * FAX 513-723-2740

  he number of persons authorized by
this power of attorney is not more than                        No. 0     16964

                  TWO                                 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:  That the GREAT AMERICAN  INSURANCE  COMPANY,  a
corporation  organized and existing under and by virtue of the laws of the State
of Ohio,  does  hereby  nominate,  constitute  and appoint the person or persons
named below its true and lawful attorney-in-fact,  for it and in its name, place
and stead to  execute  in behalf of the said  Company,  as  surety,  any and all
bonds, undertakings and contracts of suretyship, of other written obligations in
the nature thereof,  provided that the liability of the said Company on any such
bond,  undertaking or contract of suretyship executed under this authority shall
not exceed the limit stated below.

Name                                     Address                Limit of Power

WILLIAM H. HUTTO                         ALL OF                     ALL
SPENCER H.Zettler                    NEW YORK, NEW YORK         $10,000,000

     This Power of Attorney  revokes all previous powers issued in behalf of the
attorney(s)-in-fact named above.

     IN WITNESS  WHEREOF the  GREATAMERICAN  INSURANCE  COMPANY has caused these
presents to be signed and attested by its appropriate officers and its corporate
seal hereunto affixed this  27th day of April 2000

Attest                                        GREAT AMERICAN INSURANCE COMPANY

STATE OF OHIO, COUNTY OF HAMILTON - ss:

     On this 27th day of April,  2000 before me personally  appeared  DOUGLAS R.
BOWEN,  to me known,  being  duly  sworn,  deposes  and says that he  resided in
Cincinnati,  Ohio,  that he is the Vice  President of the Bond Division of Great
American  Insurance  Company,  the Company  described in and which  executed the
above instrument; that he knows th Seal; that it was so affixed authority of his
office under the By-Laws of said Company, and that he signed his name thereto by
like authority.

     This Power of Attorney is granted by authority of the following resolutions
adopted  by the  Board of  Directors  of Great  American  Insurance  Company  by
unanimous written consent dated March 1, 1993.

     RESOLVED: That the Division President, the Several Division Vice Presidents
and Assistant Vice Presidents,  or any one of them, be and hereby is authorized,
from time to time,  to  appoint . one or more  Attorneys-In  -Fact to execute on
bahalf of the Company, as surety, any and all bonds,  undertakings and contracts
of suretyship,  or other written obligations in the nature thereof, to prescribe
their respective  duties and the respective  limits of their  authority,  and to
revoke any such appointment at any time.

     RESOLVED  FURTHER:  That the Company  seal and the  signature of any of THE
AFORESAID  OFFICERS AND any Secretary or Assistant  Secretary of the Company may
be affixed by facsimile to any power of attorney or  certificate of either given
for the  execution of any bond,  undertaking,  contract or  suretyship  or other
written  obligation in the nature thereof,  such signature and seal when so used
being hereby  adopted by the Company as the  original  signature of such officer
and the original  seal of the Company,  to be valid and binding upon the Company
&4 ith the same force and effect as though manually affixed.

                                  CERTIFICATION

     1,  RONALD  C.  HAYES,  Assistant  Secretary  of Great  American  Insurance
Company,  do  hereby  certify  that  the  foregoing  Power of  Attorney  and the
Resolutions of the Board of Directors of March 1, 1993 have not been revoked and
are now in full force and effect.

Signed and sealed this 4th day of June 2001.




<PAGE>



                        GREAT AMERICAN INSURANCE COMPANY

                          STATEMENT OF DECEMBER 31,1999

<TABLE>
<CAPTION>
<S>                       <C>                   <C>                               <C>             <C>
Admitted A                                      Liabilities Capital AND SURPLUS

Bonds.................... $   1,614,881,059     unpaid loan  ......................2,126,099.587
stock ................... $      76,694.671     received for underwriting expenses ..............   61,606,257
Mortgage loan on real estate$    65,039,007     reserve for uncertained premiums ................  512,935,997
Real estate not of Comcumbrances 57,217,080     Federal and foreign income taxes . . . .. .. . .
Cash on hand and on deposit     (10,095,334)    Other liabalities  . . . . . . . .  . . . . . . .. 174,778,425
Short term investments           92,890,300     total liabilities................................2,585,864.007
Agents and premium balance      151,558,562     Capital Stock . . . . . . . .. . . .$ 15,440,600
Other admitted asset ...........306,272,003     Paid in                               823,716,395
                                                Special surplus funds                  98,598,600
                                                Unassigned funds . . . . . . . .  . . 230,837,747


                                                 Policyholders Surplus ......... . . . . . . . . 1,168,593,342

 Total .....................$  3,754,457,344     Total . .....................................$  3,714,417-348
</TABLE>

Securities have been valued on the basis prescribed by the National  Association
of Insurance Commissionaire

STATE OF OHIO
                            SS:
COUNTY OF HAMILTON

Robert F. Amory Senior Vi"  president  and  Treasurer,  and Kearn Holley  Herall
Senior Vice President and Secretary duly sworn and for himaself  DEPENDS and ")s
&u they are the above described OFFICERS of THE GREAT AMERICAN Insurance Company
of Cincinnati Ohio ' that said COMPANY ix a Corporation duly organized  existing
and  engaged  in  business w a Surety by virtue of the laws of the State of Ohio
and has duly  complied  with  all the  resuirements  of the  laws of Laid  state
APPLICABLE to &aid Company and ix duly  qualified to &a " Surety under such laws
that said C-mpuy has also  complied  with and is duly  qualified in Act " Surety
UNDER  Public "w 97-258  acted  September  13.  1982 (96 SEAL 1047 w amended S I
U.S.C  9304-9308);  that to the best of their  knowledge  and  belief  the above
document is a full true and correct  statement of the asset and  Liabilities  of
the Company as of December 31, 1999.

Subscribed and Sworn  to before
                                               --------------------------------
this 23th 4.y in March 2000                           Treasurer


                                               --------------------------------
                                                    Secretary

-------------------------------------
       JUDITH A. MORGAN                 SEAL
   NOTARY PUBLIC, STATE OF OHIO
MY COMMISSION EXPIRES MAR. 10. 2004



<PAGE>



GREAT

AMERICAN.

INSURANCE COMPANIES

                                  CHANGE RIDER

To be attached to and form a part of Bond No. 5618559 dated June 4, 2001, in the
amount of one million  Five Hundred  Thousand and 00/100  ($1,500,000.00)Dollars
executed  by Stitch  Networks  Corporation  as  Principal,  and  GREAT  AMERICAN
INSURANCE  COMPANY,  as Surety, and in favor of U.S. Bancorp Leasing & Financial
as Obligee.

It is agreed that the following, changes be made in the attached bond:

"The  termination date of the Surety Bond will be the earlier of full payment of
the loan or January 31, 2005, whichever occurs first."

Effective: June 4, 2001

Provided.,  however,  that the  attached  bond as changed by this Rider shall be
subject  to all  its  agreements,  conditions  and  limitations,  and  that  the
liability of the Surety under the attached  bond and under the attached  bond as
changed by this Rider shall not be cumulative.

ACCEPTED                                       Stitch Networks Corporation
                                               --------------------------------
                                                                  (Principal)

U.S Bancorp Leasing & Financial                GREAT AMERICAN INSURANCE COMPANY
                                               --------------------------------
                                                                   (obligee)
By:                                           By:
 ----------------------------------           ---------------------------------
                         title                William H. Hutto Attorney-in-Fact





<PAGE>



                        GREAT AMERICAN INSURANCE COMPANY

  580 WALNUT STREET * CINCINNATI, OHIO 45202 * 513-369-5000 * FAX 513-723-2740

     number of persons authorized by
this power of attorney is not more than                       No. 0     16964

            TWP                   POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:  That the GREAT AMERICAN  INSURANCE  COMPANY,  a
corporation  organized and existing under and by virtue of the laws of the State
of Ohio,  does  hereby  nominate,  constitute  and appoint the person or persons
named below its true and lawful attorney-in-fact,  for it and in its name, place
and stead to  execute  in behalf of the said  Company,  as  surety,  any and all
bonds, undertakings and contracts of suretyship, or other written obligations in
the nature thereof;  provided that the liability of the said Company on any such
bond,  undertaking or contract of suretyship executed under this authority shall
not exceed the limit stated below.

     Name                     Address                    Limit of Power
WILLIAM H. HUTTO              BOTH OF                         BOTH

SPENCER H. ZETTLER       NEW YORK, NEW YORK                $10,000,000

     This Power of Attorney  revokes all previous powers issued in behalf of the
attOTney(s)-in-fact named above.

          IN WITNESS  WHEREOF the GREAT  AMERICAN  INSURANCE  COMPANY has caused
these  presents to be signed and  attested by ITS  APPROPRIATE  OFFICERS and its
corporate seal hereunto affixed this 27th day of April 2000

Attest                                    GREAT AMERICAN INSURANCE COMPANY

STATE OF OHIO, COUNTY OF HAMILTON - SS:

On this 27th day of April, 2000 before me personally  appeared DOUGLAS R. BOWEN,
to me known,  being duly sworn,  deposes and says that he resided in Cincinnati,
Ohio,  that he is the Vice  President  of the Bond  Division  of Great  American
Insurance  Company,  the  Company  described  in and  which  executed  the above
instrument;  that he knows the seal;  that it was so  affixed  authority  of his
off-ice under the By-Laws of said  Company,  and that he signed his name thereto
by like authority.

This Power of  Attorney is granted by  authority  of the  following  resolutions
adopted  by the  Board of  Directors  of Great  American  Insurance  Company  by
unanimous written consent dated March 1, 1993.

     RESOLVED: That the Division President, the several Division Vice Presidents
and Assistant Vice Presidents,  or any one of them, be and hereby is authorized,
from time to time, to appoint one or more Attorneys-In-Fact to execute on behalf
of the  Company' as surety,  any and all bonds,  undertakings  and  contracts of
suretyship,  or other written  obligations in the nature  thereof.  to prescribe
their respective  duties and the respective  limits of their  authority;  and to
revoke any such appointment at any time.

RESOLVED FURTHER: That the Company seal and THE signature of an of the aforesaid
officers  and any  Secretary  or  Assistant  Secretary  of the Company by may be
affixed by facsimile to any power of attorney,  or  certificate  of either given
for the  execution  of any bond.  undertaking,  contract  or Surey ship or other
written  obligation in the nature thereof,  such signature and seal when so used
being hereby by adopted by the Company as the original signature of such officer
and the  original  seal of the Company to he valid and binding  upon the Company
with the same force and effect as though manually affixed.

                                  CERTIFICATION

     1,  RONALD  C.  HAYES,  Assistant  Secretary  of Great  American  Insurance
Company,  do  hereby  certify  that  the  foregoing  Power of  Attorney  and the
Resolutions of the Board of Directors of March 1, 1993 have not been revoked and
are now in full force and effect.

Signed and sealed this 4th day of June 2001.


<PAGE>



                                 Great American

                           GENERAL INDEMNITY AGREEMENT

     THIS  AGREEMENT  is made by Stitch  Networks  Corporation  of 500 N. Walnut
Street,  Suite 100, Kennett Square, PA 19348 (hereinafter  jointly and severally
called  Undersigned)  and  GREAT  AMERICAN  INSURANCE  COMPANY,  its  Affiliates
(including but not limited to American National Fire Insurance Company, American
Alliance  Insurance Company and Agricultural  Insurance Company) 580 Walnut St.,
Cincinnati, Ohio 45202 (hereinafter called Surety).

     WHEREAS,  the  Undersigned  may  desire or be  required  to give or procure
surety bonds,  undertakings or instruments of guarantee,  and to renew, continue
or substitute the same,  hereinafter  called Bonds, for itself or any present or
future wholly or partially owned subsidiary or any subsidiary of a subsidiary of
the  Undersigned;  or joint ventures or  partnerships  in combination  with each
other,  now in existence or which may  hereafter be created or acquired;  or for
any other entity upon  written  request of the  Undersigned,  whether in its own
name or as co-adventurer with others;  and/or the Undersigned has a substantial,
material  and  beneficial  interest  in the  obtaining  of the Bond(s) or in the
Surety's refraining from canceling said Bond(s); and

     WHEREAS,   at  the  request  of  the   Undersigned  and  upon  the  express
understanding  that  this  Agreement  should be given,  the  Surety  has or will
execute or procured to be executed,  and may from time to time hereafter execute
or procure to be  executed  said Bonds on behalf of the  Undersigned  and/or any
other related business entity.

     NOW,  THEREFORE,  in  consideration  of the premises the  Undersigned,  for
itself, its successors and assigns,  jointly and severally,  hereby covenant and
agree with the Surety, its successors and assigns, as follows:

1    That all the terms, provisions,  conditions and agreements herein contained
     shall be JOINTLY AND SEVERALLY  BINDING and obligatory upon the Undersigned
     with respect to any such Bond or Bonds heretofore or hereafter  executed by
     the Surety for the Undersigned or its nominee, which Bond or Bonds shall be
     deemed  to  have  been  executed  by the  Surety  at the  request,  in each
     instance, of the Undersigned.

2.   To pay or cause to be paid to the Surety  upon the  execution  of each such
     Bond a premium  and to pay or cause to be paid in  advance  all  subsequent
     premiums until all liability under each such Bond shall have terminated and
     until  the  Surety  shall  have  received  satisfactory  evidence  of  such
     termination.

3.   That the  Undersigned  will perform all the obligations of any such Bond or
     Bonds and will at all times  exonerate,  indemnify and keep indemnified the
     Surety  from and  against  any and all  liability,  loss,  costs,  damages,
     expenses,  counsel and attorney's fees, claims,  demands, suits, judgments,
     orders and adjudications  that the Surety shall or may for any cause at any
     time  sustain,  incur or become  subject to by reason of executing any such
     Bond or Bonds,  or by reason of  obtaining  or  seeking to obtain a release
     therefrom or in enforcing any of the agreements herein contained.

4.   That the Surety is hereby authorized,  but not required, to make or consent
     to any change  of-any  kind  whatsoever  in any such Bond or Bonds  whether
     given in connection  with a contract or  other-wise,  without  notice to or
     consent by the %Undersigned.

5.   That in the event of claim or suit  against  the Surety on any such Bond or
     Bonds the.  Undersigned shall immediately place the Surety in current funds
     sufficient  to  indemnify  the Surety up to the full amount  claimed or for
     which suit is brought.

6.   That in any action brought  against the Undersigned  alone,  the outcome of
     which might  affect the  liability  of the Surety or in any action in which
     both the Undersigned and Surety are parties,  notwithstanding the fact that
     the Undersigned  may have engaged  counsel to represent  him/her them or it
     (as the case may be) and the Surety,  or either of them,  the Surety  shall
     have the  right to  retain  its own  counsel  if in its  sole  opinion  the
     protection of its interests  require it to do so, and the costs,  expenses,
     counsel and  attorneys'  fees  incurred  or  sustained  thereby  shall be a
     liability of the Undersigned hereunder.

7.   That the Surety shall have the right to pay,  adjust,  settle or compromise
     any liability,  loss, costs, expenses, counsel and attorneys' fees, claims,
     demands, suits, judgments,  orders and adjudications upon or under any such
     Bond or Bonds and in such event an itemized statement thereof,  sworn to by
     an officer or officers  of the Surety,  or the voucher or vouchers or other
     evidence of such payment,  adjustment,  settlement, or compromise, shall be
     conclusive  evidence  of  the  fact  and  extent  of the  liability  of the
     Undersigned hereunder,  provided such payment,  adjustment,  settlement, or
     compromise  shall  have been made by the  Surety in good  faith,  believing
     itself liable therefor, whether liable or not

S.   That this  Agreement  shall,  in all its terms  and  agreements  be for the
     benefit of and protect any surety or  sureties  joining  with the Surety in
     executing any such Bond or Bonds, or executing at the request of the Surety
     and  such  Bond or  Bonds,  as  well as any  surety  or  sureties  assuming
     reinsurance thereupon.

9.   The Undersigned will, on request of Surety, procure the discharge of Surety
     from any Bond(s) and all liability by reason thereof.  If such discharge is
     unattainable,  the Undersigned will, if requested by Surety, either deposit
     collateral  with  Surety,  acceptable  to Surety,  sufficient  to cover all
     exposure under such Bond(s), OR MAKE PROVISION ACCEPTABLE TO SURETY FOR THE
     FUNDING OF THE bonded obligation(s)

10.  That separate  suits may be brought  hereunder as causes of action  accrue,
     and the  bringing of suit or recovery of judgment  upon any cause of action
     shall not bar the  bringing  of other  suits  upon  other  causes of action
     whether theretofore or thereafter arising

11.  That the failure of the Surety to insist upon strict compliance with any of
     the terms hereof shall not be  considered to be a waiver of any such terms,
     nor  shall it harm the  rights  (if  tile  Surety  to  insist  upon  strict
     compliance  herewith at any nine thereafter  whether in connection with the
     same or any other Bond or Bonds executed in reliance hereon

12.  That  lite  taking  by tile  Surety  from  the  Undersigned  of 3  specific
     indemnity  agreement  or  agreements  in  connection  with a Bond or  Bonds
     executed for any  Undersigned  shall in no way affect the operation of this
     General Indemnity Agreement as to Bonds theretofore or thereafter executed.

13.  That if any  provision of this  Agreement  shall be contrary to the laws of
     any State in which the same shall be sought to be enforced,  the illegality
     or unenforceability of any such provision shall not affect the other terms,
     covenants  and  conditions  hereof,  and the same shall be binding upon the
     Undersigned  with the same  force  and  effect  as though  the  illegal  or
     unenforceable provision were not contained herein.

14.  Surety shall have the right to decline to execute any Bond(s).

15.  In making  application for surety,  it's  understood that an  investigative
     consumer report may be prepared whereby  pertinent  information  concerning
     your character, reputation, personal characteristics and mode of living may
     be obtained,  Information  as to the nature and scope of this report may be
     obtained upon written request.

By executing  this  agreement  you are bound to Surety with respect to all Bonds
executed, provided or procured or to be executed, provided or procured by Surety
in behalf of any of the Undersigned.


<PAGE>



Signed, sealed and dated this 30)4 day of May 2001

Attest or Witness

                                                 Stitch Networks Corporation
------------------------------------            -------------------------------

                                                By:
------------------------------------            -------------------------------
                                                DAVID H. Goodman President
------------------------------------            -------------------------------

------------------------------------            -------------------------------

------------------------------------            -------------------------------

------------------------------------            -------------------------------

------------------------------------            -------------------------------

                                                                        2 of 4

<PAGE>

                           (CORPORATE ACKNOWLEDGMENT)

STATE OF Pennsylvania

COUNTY Of  Chester

     On this 30 day of May in the year 2001 before me personally  comes David H.
Goodman to me known,  who,  being duly sworn,  depose(s)  and say(s) that he/she
resides in the City of Mohawk DE that  he/she is  President  of Stitch  Networks
Corporation  the corporation  described  herein and which executed the foregoing
instrument ; that he/she knows the seal of the said  corporation;  that the seal
affixed to the said  instrument is such co rate seal;  that it was so affixed by
the order of the Board of Directors of said corporation,  and that he/she signed
his/her name(s) thereto by corporate

My commission expire July 5, 2004             --------------------------------
                                                   Notary Public

            Notarial Seal
  Julia D. Melendez, Notary Public
   New Garden TWP., CHESTER County
 Mv Commission Expires July 5. 2004
                      SS:

                          (INDIVIDUAL ACKNOWLEDGMENT)

STATE OF Pennsylvania

COUNTY Of  Chester

On___________,before me _________________________________________________
    (Date)              (Name, Title of Officer - E.G. "Jane Doe, Notary)
personally appeared _______________________ personally known to me or proved to
                    (Name  of Signer)
me before me, on the basis of  satisfactory  evidence to be the person(s)  whose
name(s) is/are  subscribed to the within  instrument and acknowledged to me that
he/she/they  executed the same in his/her/their  authorized  capacity(ies),  and
that by  his/her/their  signature(s)  on the instrument  the  person(s),  or the
entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.___________________________.
                                  (Signature of Notary)

STATE OF Pennsylvania

COUNTY Of  Chester

On this 30 day of MAy in the year  2001  before  me  personally  comes  Daniel J
Kearney , to me who,  being duly sworn  depose(s) and say(s) that he/she resides
in the  City of Glen  MILLS,  , that  he/she  is  Secretary  of the  corporation
described herein and which executed the foregoing instrument ; that he/she knows
the seal of the said  corporation;  that the sea] affixed to the said instrument
is such  corporate  seal;  that it was so  affixed  by the order of the Board of
Directors of said corporation, and that he/she signed his/her name(s) thereto by
like order.

                                                   ----------------------------
                                                        Notary Public

-----------------------------------
My commission expires July 5, 2004

            Notarial Seal
  Julia D. Melendez, Notary Public
   New Garden TWP., CHESTER County
 Mv Commission Expires July 5. 2004
 SS:

                                     3 of 4


<PAGE>

                          (INDIVIDUAL ACKNOWLEDGMENT)

STATE OF
COUNTY OF                                               SS:
On___________,before me _________________________________________________
    (Date)              (Name, Title of Officer - E.G. "Jane Doe, Notary)
personally appeared _______________________ personally known to me or proved to
                    (Name  of Signer)
me before me, on the basis of  satisfactory  evidence to be the person(s)  whose
name(s) is/are  subscribed to the within  instrument and acknowledged to me that
he/she/they  executed the same in his/her/their  authorized  capacity(ies),  and
that by  his/her/their  signature(s)  on the instrument  the  person(s),  or the
entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.___________________________.
                                  (Signature of Notary)


                           (CORPORATE ACKNOWLEDGMENT)

STATE OF

COUNTY OF

     On  this_______  day   of____________  in  the  year  20_______  before  me
personally  comes_______________________  to me known,  who,  being duty  sworn,
depose(s) and say(s) that he/she resides in the City  of______________________ ,
that he/she  is____________________________________ of the corporation described
herein and which executed the foregoing  instrument ; that he/she knows the seal
of the said  corporation;  that the seal affixed to the said  instrument is such
corporate seal; that it was so affixed by the order of the Board of Directors of
said corporation, and that he/she signed his/her name(s) thereto by like order.

                                                 ------------------------------
                                                            Notary Public
-------------------------------------
My commission expires

                          (INDIVIDUAL ACKNOWLEDGMENT)

STATE OF
COUNTY OF                                               SS:
On___________,before me _________________________________________________
    (Date)              (Name, Title of Officer - E.G. "Jane Doe, Notary)
personally appeared _______________________ personally known to me or proved to
                    (Name  of Signer)
me before me, on the basis of  satisfactory  evidence to be the person(s)  whose
name(s) is/are  subscribed to the within  instrument and acknowledged to me that
he/she/they  executed the same in his/her/their  authorized  capacity(ies),  and
that by  his/her/their  signature(s)  on the instrument  the  person(s),  or the
entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.___________________________.
                                  (Signature of Notary)


                                                                       4 of 4


<PAGE>

USBANCORP                                             SCHEDULE TO MASTER LOAN
LEASING & FINANCIAL                                                 AGREEMENT

                           Stitch Networks Corporation
                              500 NORTH WALNUT ROAD
                            Kennett Square, PA 19348

$200,000.00     Effective Date _______________ Schedule Number-001-00157,69-001

1. THIS SCHEDULE is made between Stitch Networks  Corporation as Debtor, and U.S
Bancorp Leasing & Financial,  (which,  together with its successors and assigns,
shall be called the "Secured Party") Pursuant to the Master Loan Agreement dated
as of May 22. 2001 between Debtor and Secured Party (the "Loan Agreement"),  the
terms of WHICH Including the definitions) are incorporated  herein The. terms of
the  Loan  Agreement  and  THIS  Schedule  together  "I  constitute  a  seperate
instrument  Capitalized  terms  used but not  defined  herein  are used with the
respective  meaning  specified  in the Loan  Agreement.  If any terms hereof are
inconsistent  with the  terms of the Loan  Agreement,  the  terms  here of shall
prevail.

2. For value  received,  Debtor  hereby  promises to pay to the order of Secured
Party  the  PRINCIPAL  amount  of  Two  Hundred  Thousand  and  no/  00  Dollars
($200,000.00) with interest on any outstanding  principal balance at the rate9s)
specified  herein from the Effective  Date hereof UNTIL this Schedule shall have
been paid in full in accordance with the following payment schedule:  Thirty Six
(36)  installments  in the- amount of $6,359.73 each including the entire amount
of interest accrued on this khedulc at the dine of payment of each  installment.
The first  payment shall be due July 30, 2001 and a like payment shall be due on
the same day of each succeeding  month thereafter until the entire principal and
Interest have been paid- At the time of the f-=l installment  hereon, 211 unpaid
principal  and  interest  shall  be due  and  owing.  As a  result,  such  final
installement   maybe   substantially   more  or  substantially   less  than  the
installments specified-ficrcin.

3. Debtor  promises to pay interest on the principal  balance  OUTSTANDING  AT a
rate of 8-99 percent per annum.

4. Each of Debtor.  if more than one, and all other  parties who at any time may
be liable hereon in any capacity,  hereby jointly and severally waive diligence,
demand  presentment,  presentment  for payment,  protest,  notice of protest and
notice of dishonor of this Schedule,  and authorize the Secured  Party,  without
notice, to grant extentions in the time of payment of and reductions in the rate
of interest on any moneys owing on this Schedule

5, The following  property is hereby made  Collateral for all purposes under the
Loan Agreement

Film Product Dispensing Vending Machines
See attached Exhibit A attached hereto and made a part hereof

TOGETHER  WITH  ALL  REPLACEMENTS,  PARTS  REPAIRS,  ADDITIONS,  ACCESSIONS  AND
Accessories  INCORPORATED Therein OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.

6. The Collateral hereunder shall be based at the following location(s)

See attached Exhibit A attached hereto and made a part hereof

IN WITNESS WHEREOF, Debtor has executed this Schedule this day of 2001.

U.S. Bancorp Leasing & Financial               Stitch Network Corporation

By:                                            BY:

An Authorized Officer                          Daniel Kearney
                                               Vice President General Counsel


                            ADDRESS FOR ALL. NOTICES;
                       FO Box 2177.7659 S.W. Mohawk Street
                                Tualatin OR 97067


<PAGE>

USBANCORP                                          CERTIFICATE OF AUTHORITY
                                                                (LEASE/LOAN)
Leasing & Financial


I/We HEREBY CERTIFY to U.S Bancorp Leasing & Financial (the "Creditor") that: a)
I/We am/are the  person(s)  authorized  to certify on behalf of Stitch  Networks
Corporation,  a' business entity (the "Company")  organized and maintaining good
standing under the laws of the State of Delaware; b) the following is a true and
correct  copy of  certain  Resolutions  duly  adopted  of voted by the  Board of
Directors,  Members or Managers,  as appropriate,  of the Company;  c) I/we have
placed a copy of such  Resolutions  in the official  records of the Company,  d)
such  Resolutions  have not been  rescinded,  amended,  or otherwise  altered or
repealed-, and e) such Resolutions are now in full force and effect arid are *in
full  compliance with the formation  documents of the Company,  as such may have
been amended. The Company has resolved the following:

1) That die Company from time to time leases  personal  property  and/or borrows
money or otherwise  obtains  credit from  Creditor and that the entire amount of
leasing,  borrowing or credit  under this  resolution  at any one time,  whether
direct or indirect absolute or contingents shall be unlimited,

2) That any one of the officers,  agents,  members, or managers designated below
is hereby  authorized to borrow money and to obtain  credit and other  financial
accomodations (including the leasing of personal property) for the Company,- and
to  execute  and  deliver  on behalf of the  Company  any and all  documentation
required in  connection  therewith  in such form and  containing  such terms and
conditions  as the person(s)  executing  such  documents  shall approve as being
advisable  and proper and in the best  interests  of the  Company;  and that the
execution  thereof  by such  person(s)  shall  be  conclusive  evidence  of such
approval; arid. as security for the Company's obligations to Creditor to pledge,
assign,  transfer,  mortgage,  grant a security  interest in,  hypothec  ate, or
otherwise  encumber any and all property of the  Company,  ,Whether  tangible or
intangible-,  and to execute and  deliver  all  instruments  of  assignment  and
transfer;

3) That any officer, member, manager, agent o+ employee of the Company is hereby
further authorized to take any and all such other actions as may be necessary to
carry out the intent and  purposes  of these Res  lutions,  and that any and all
actions taken by such  person(s) to carry out such intent and purposes  prior to
the adoption of theses  Resolutions  are hereby  ratified and  confirmed by, and
adopted as the action of, the managers of the Company; and

4) That these,  Resolutions  shall  constitute  a  continuing  authority  to die
designated  person or per-sons to act on behalf of the  Company,  and the powers
and authority  granted  herein shall  continue  until revoked by the Company and
formal  written  notice of such  revocation  shall have been given to  Creditor.
These Resolutions do not supersede similar prior resolutions given to Creditor.

I/WE HEREBY  FURTHER  CERTIFY that pursuant to the  formation  documents and any
other  appropriate docu ments of the Company as may be necessary,  the following
named   person(s)   have  been   properly   designated   and  appointed  to  the
position(s)/office(s)  *indicated  below,  that such person(s)  continue to hold
such position(s)/office(s) at the time of execution of the documentation for the
transaction(s) with Creditor,  and that the signature(s) of such person(s) shown
below are genuine.

OFFICE                           NAME              SIGNATURE

Vice President & General Counsel Daniel J. Kearney /s/ Daniel J. Kearney

I/WE HEREBY  FURTHER  CERTIFY THAT,  PURSUANT TO THE FORMATION  DOCUMENTS OF THE
Company, and any other appropriate documents of the Company as may be necessary,
I/we have the power authority to execute this  Certificate on behalf of Company,
and that I/we have so executed this  Certificate on the 27th day of June 2001. A
copy of this Certificate, which is duly signed and wh ich s received by facs ile
transmission ("fax"),  shall be deemed to be of the same force and effect as the
original


                                       By:

                                           Philip Calamia
                                           Chief Financial Officer

                                          (Must be certified by another officer
                                           or director other than the above
                                           authorized signer)

                            ADDRESS FOR ALL NOTICES:
                      PO Box 2177, 7659 S.W. Mohawk street
                                Tualatin, OR97062


<PAGE>

USBANCORP                                             SCHEDULE TO MASTER LOAN
Leasing & Financial                                                 AGREEMENT

                           Stitch Networks Corporation
                              500 North Walnut Road
                            Kennett Square, PA 19348

$200,000.00      Effective Date______________  Schedule Number -001-0015769-001

1. THIS SCHEDULE is made between Stitch Networks Corporation as Debtor, and U.S.
Bancorp Leasing & Financial,  (which,  together with its successors and assigns,
shall be called the "Secured Party") pursuant to the Master Loan Agreement dated
as 1 of May 22, 2001 between  Debtor and Secured  Party (the "Loan  Agreement"),
the terms of which  (including the  definitions)  are  incorporated  herein- the
terms of the loan  agreement  and fl-&  SCHEDULE  TOGETHER  shall  constitute  a
separate instrument. Capitalized terms used but not defined herein are used with
the respective meanings specified in the Loan Agreement. If any terms hereof are
inconsistent  with the terms of the Loan  Agreement,  the  ten-ns  hereof  shall
prevail.

2. For value  received,  Debtor  hereby  promises to pay to the order of Secured
Party  the  principal  amount  of Two  Hundred  Thousand  and  no/1  00  Dollars
(S200,000.00) with interest on any outstanding  principal balance at the rate(s)
specified  herein from the Effective  Date hereof until this Schedule shall have
been paid 'in full in accordance with the following payment schedule: Thirty Six
(36)  installments  in the amount of $6,359.73 each -including the entire amount
of  interest  accrued  on  this  Schedule  at the  time  c of  payment  of  each
installment.  The first  payment  shall be due July 30, 2001 and a like  payment
shall be due on the same  day of each  succeeding  month  thereafter  until  the
entire  principal  and  interest  have  been  paid.  At the  time  of the  final
installment hereon, all unpaid principal and interest shall be due and owing. As
a result, such final installment may be substantially more or substantially less
than the installments specified-herein.

3. Debtor  promises to pay interest on the principal  balance  outstanding  at a
rate of 8.99 percent per annum.

4. Each of Debtor,  if more than one, and all other parties who at any me may be
liable hereon in any capacity,  hereby  Jointly and severally  waive  diligence,
demand,  presentment  presentment  for payment,  protest,  notice of protest and
notice of dishonor of this Schedule,  and authorize the secured  Party,  without
notice, to grant extensions in the time of payment of and reductions in the rate
of interest on any moneys owing on this Schedule.

5. The following  property is hereby made  Collateral for all purposes under the
Loan Agreement:

Film Product Dispensing Vending Machines
See attached Exhibit A attached hereto and made a part hereof

TOGETHER  WITH ALL  REPLACEMENTS,  PARTS,  REPAIRS,  ADDITIONS,  ACCESSIONS  AND
ACCESSORIES  INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.

6. The Collateral hereunder shall be based at the following location(s):

See attached Exhibit A attached hereto and made a part hereof

IN WITNESS WHEREOF, Debtor has executed this Schedule this day of 2001.

U.S. Bancorp Leasing & Financial               Stitch Network Corporation

By:                                            BY:

An Authorized Officer                          Daniel Kearney
                                               Vice President General Counsel


                            ADDRESS FOR ALL. NOTICES;
                       FO Box 2177.7659 S.W. Mohawk Street
                                Tualatin OR 97067

<PAGE>

USBANCORP                                          EQUIPMENT ACCEPTANCE AND
                                              AUTHORIZATION TO PAY PROCEEDS
LEASING & FINANCIAL                                      AND LOAN AMENDMENT

                                         Schedule Number -00 1-00 15769-001

To:       U.S. Bancorp Leasing & Financial

Re:       Schedule to Master Loan Agreement dated as of

          Leasing,   &  Financial,   as  Secured  Party,   and  Stitch  Networks
          Corporation, as Debtor.




(the "Agreement") between U.S. Bancorp

YOU ARE HEREBY  AUTHORIZED TO DISBURSE THE PROCEEDS of the loan evidenced by the
Agreement as follows for the purchase of the personal  property  specified  (the
"Collateral"):

$200,000-00                                         Stitch Networks Corporation

Film PRODUCT DISPENSING VENDING MACHINES
SEE ATTACHED EXHIBIT A ATTACHED HERETO and made a part hereof

TOGETHER  WITH ALL  REPLACEMENTS,  PARTS,  REPAIRS,  ADDITIONS,  ACCESSIONS  AND
ACCESSORIES  INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.

TOTAL AMOUNT TO BE DISBURSED $200,000.00

YOU ARE  HEREBY  FURTHER  AUTHORIZED  to  insert  in the  Agreement  the date of
disbursement  of funds under this  Authorization  as the  Effective  Date of the
Agreement

WE HEREBY CERTIFY AND  ACKNOWLEDGE FOR THE BENEFIT OF SECURED PARTY THAT: a) the
Collateral  has been  delivered  to us-, b) any  necessary  installation  of the
Collateral has been fully and satisfactorily performed; c) after full inspection
thereof, we have accepted the Collateral for all purposes as of the date hereof,
d) upon the  disbursement  of the proceeds of the loan as set forth  above,  the
Secured Party WILL have FULLY and satisfactorily  satisfied all its obligat ions
under the  Agreement;  e) any and all  conditions  to the  effectiveness  of the
Agreement or to our  obligations  under the Agreement have been satisfied- f) we
have no defenses,  set-offs or counterclaims to any such  obligations;  and, g-)
the Agreement is in full force and effect

WE HEREBY  REPRESENT  AND WARRANT FOR THE BENEFIT OF SECURED  PARTY THAT: a) any
right we may have now or 'in the  future to reject the  Collateral  or to revoke
our acceptance  thereof has  tern-u-natcd  as of the date hereof-,  b) we hereby
waive any such right;  c) the date of this  Authorization  is the earliest  date
upon which the certifications,  acknowledgments,  representations and warranties
made herein could be correctly and properly made. We hereby acknowledge that the
Secured Party is relying on this  Authorization as a condition to disbursing the
proceeds of the loan as set forth above.

IN WITNESS WHEREOF, we have executed this Certificate as of 27th day June

Upon satisfactory  installation and           Stitch Networks Corporation
Delivery please
sign, date and return to:

U.S. Bancorp Leasing & Financial              BY:/S/ Daniel kearney
PO Box 2177                                   Daniel Kearney
7659 S.W. Mohawk Street                       Vice President & GeneraL Counsel
Tualatin, OR 97062
4/00


<PAGE>



                                   EXHIBIT A

KODAK 600E FIELD MACHINES

<TABLE>
<CAPTION>
Count                  Location                              City                  State Serial Number
<S>   <C>     <C>                                            <C>                    <C>    <C>
------------------------------------------------------------------------------------------------------------
      I       Wonderland Pier - Ticket Booth Outside         Ocean City              NJ   1374-6459AW
------------------------------------------------------------------------------------------------------------
      2       Jeepers - Rockville                            Rockville               MD   1376-6459AW
------------------------------------------------------------------------------------------------------------
      3       FL Splendid C i a Garden                       Kissimmee               FL   1377-6459AW
------------------------------------------------------------------------------------------------------------
      4       Malibu Castle. Redwood                         Redwood City            CA   1378-6459AW
------------------------------------------------------------------------------------------------------------
      5       Fun Spot Action Park - Outdoors                Orlando                 FL   1380-6459AW
------------------------------------------------------------------------------------------------------------
      6       Palace Park - Arcade Redemption Counter        Irvine                  CA   1381-6459AW
------------------------------------------------------------------------------------------------------------
      7       Morey's Piers - Hunts                          Wildwood                NJ   1382-6459AW
------------------------------------------------------------------------------------------------------------
      8       Eastman Kodak 7 3RD FLOOR LOBBY                Atlanta                 GA   1385-6459AW
------------------------------------------------------------------------------------------------------------
      9       Fiyers Skate Zone - Snack Zone                 Voorhees                NJ   1386-6459AW
------------------------------------------------------------------------------------------------------------
     10       Boomers - Outside Back Door                    Boca Raton              FL   1387-6439AW
------------------------------------------------------------------------------------------------------------
     11       Codorus State Park - Pool Area                 Hanover                 PA   1388-6459AW
------------------------------------------------------------------------------------------------------------
     12       Oglebay's Good Zoo - White Tiger Exhibit       Wheeling                WV   1390-6459AW
------------------------------------------------------------------------------------------------------------
     13       Dallas S one - Indoors                         Dallas                  TX   1395-6459AW
------------------------------------------------------------------------------------------------------------
     14       Memphis Queen Line Company - Dock              MEMPHIS                 TN   1396-6459AW
------------------------------------------------------------------------------------------------------------
     15       The Falls Restaurant .                         Mt. Laurel              NJ   1397-6459AW
------------------------------------------------------------------------------------------------------------
     16       Palm Court Room - OED                          Memphis                 TN   1404-6459AW
------------------------------------------------------------------------------------------------------------
     17       Hershey Park - Entertainment Stage             Hershey                 PA   1405-6459AW
------------------------------------------------------------------------------------------------------------
     18       Jeepersl - Greenbelt                           Greenbelt               MD   1406-6459AW
------------------------------------------------------------------------------------------------------------
     19       Big Kahuna's - Ticket Counter Go Karts         Destin                  FL   1407-6459AW
------------------------------------------------------------------------------------------------------------
     20       Big Kahuna's Top of Water Slide                Destin                  FL   1408-6459AW
------------------------------------------------------------------------------------------------------------
     21       Penn's Landing - Walnut Plaza                  Philadelphia-           PA   1409-6459AW
------------------------------------------------------------------------------------------------------------
     22       Oglebays Good Zoo - Schenk Lake                Wheeling                WV   1410-6459AW
------------------------------------------------------------------------------------------------------------
     23       Harbor Cruises - Ticket Booth                  Boston                  MA   1411-6459AW
------------------------------------------------------------------------------------------------------------
     24       Family Fun CTR - Inside Arcade                 San Diego               CA   1412-6459AW
------------------------------------------------------------------------------------------------------------
     25       Six Flags St- Louis - SS Dry Goods             St Louis                MO   1416-6459AW
------------------------------------------------------------------------------------------------------------
     26       Deno's Wonder Wheels - Sea Serpent             Coney ISl nd            NY   1422-6459AW
------------------------------------------------------------------------------------------------------------
     27       Yankee Stadium                                 Bronx                   NY   1739-6424CV
------------------------------------------------------------------------------------------------------------
     28       Flyers Skate Zone - Snack Zone                 Atlantic City           NJ   4059-6469BW
------------------------------------------------------------------------------------------------------------
     29       Penn's Landing - Visitors Center               Philadelphia            PA   4060-6469BW
------------------------------------------------------------------------------------------------------------
     30       Six Flags St. Louis - Hurricane Harbor         St. Louis               MO   4061-6469BW
------------------------------------------------------------------------------------------------------------
     31       Morey's Pier - Mariner's                       Wildwood                NJ   4062-6469BW
------------------------------------------------------------------------------------------------------------
     32       NJ State Aquariu m - Gift Shop                 Camden                  NJ   4063-64696W
------------------------------------------------------------------------------------------------------------
     33       Hershey Park - Chaos                           Hershey                 PA   4065-&469BW
------------------------------------------------------------------------------------------------------------
     34       Speedzone LA- Outdoors                         City of Industry        CA   4066-6469BW
------------------------------------------------------------------------------------------------------------
     35       Museum of Science & industry                   Tampa                   FL   4068-6469BW
------------------------------------------------------------------------------------------------------------
     36       Deno's Wonder Wheels - Ticket Booth            Coney island            NY   4070-6469BW
------------------------------------------------------------------------------------------------------------
     37       Sun Valley Beach - Swimming Pool               Powder Springs          GA   4071-6469BW
------------------------------------------------------------------------------------------------------------
     38       Dallas Speedzone, - Outdoors                   Dallas                  TX   4072-W9BW
------------------------------------------------------------------------------------------------------------
     39       Zoo Atlanta                                    Atlanta                 GA   4073-6469BW
------------------------------------------------------------------------------------------------------------
     40       Jeepersl                                       Glen Burnie             MD   4074-6469BW
------------------------------------------------------------------------------------------------------------
     41       Marple's Sports Arena                          Broomall                PA   4075-64698W
------------------------------------------------------------------------------------------------------------
     42       Clementon Amusement Park - Entrance            Clementon               NJ   4079-6469BW
------------------------------------------------------------------------------------------------------------
     43       Flyers Skate Zone - Outside Gameroom           Pennsauken              NJ   4086:64-69BW
------------------------------------------------------------------------------------------------------------
     44       Morey's Piers -Wild Wheels                     Wildwood                NJ   4081--6469BW
------------------------------------------------------------------------------------------------------------
     45       Boomers - Outside to Amusement Rides           Dania Beach             FL   4082-6469BW
------------------------------------------------------------------------------------------------------------
     46       Family Fun Factory - Game Floor                St Augustine            FL   4083-6469ffiff
------------------------------------------------------------------------------------------------------------
     47       Malibu Grand Prix                              Redwood City            CA   4084-&469BW
------------------------------------------------------------------------------------------------------------
     48       NJ State Aquarium - Outside Entrance           Camden                  NJ   40&5--6469BW
------------------------------------------------------------------------------------------------------------
     49       Wonderland Pier - Inside Carousel              Ocean City              NJ   4089-66,469BW
------------------------------------------------------------------------------------------------------------
     50       Splash Zone Interactive Water Park             Wildwood                NJ   4090-6469BW
------------------------------------------------------------------------------------------------------------
     51       Jeepers! - Westview Mall                       Baltimore             MD-    4091-6469BW
------------------------------------------------------------------------------------------------------------
     52       Sports N Games Funplex                         East Hanover          NJ     4092-6469BW
------------------------------------------------------------------------------------------------------------
     53       Celebration Station - Party Room               Houston               TX     4093-6469BW
------------------------------------------------------------------------------------------------------------
     5-4      Buffalo ffal, Zoo - Gorilla Habitat            Buffalo               NY     4094-6469BW
------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>




                                   Exhibit A
                                   ---------

KODAK 600E FIELD MACHINES

<TABLE>
<CAPTION>
Count                         Location                             CITY                 State Serial Number
-----------------------------------------------------------------------------------------------------------
<S>          <C>                                           <C>                     <C>    <C>
55           Boomers - P Room                               Dania Beach             FL    4097-6469BW
-----------------------------------------------------------------------------------------------------------
56           Boomers - Front Lobby                          Boca Raton              FL    4099--6469BW
-----------------------------------------------------------------------------------------------------------
57           Speedzone LA- Indoor's                         City of Industry        CA    4100-6469BW
-----------------------------------------------------------------------------------------------------------
58           Jeepersl - McLean Blvd.                        Baltimore               MD    4102-6469BW
-----------------------------------------------------------------------------------------------------------
59           Malibu Grand Prix - Gwinnett                   Norcross                GA    4104-45469BW
-----------------------------------------------------------------------------------------------------------
60           Santa Cruz Beach Boardwalk                     Santa Cruz              CA    4105-64698W
-----------------------------------------------------------------------------------------------------------
61           Harbor Cruises - Gate 4                        B-oston                 AAA   4106-6469BW
-----------------------------------------------------------------------------------------------------------
62           FL Splendid China - Temple of light            Kissimmee               FL    4108-6469BW
-----------------------------------------------------------------------------------------------------------
63           Philadelphia Airport - Escalator               Philadelphia            PA    6459-1375BW
-----------------------------------------------------------------------------------------------------------
64           Philadelphia Airport -.13aggage Claim C        Philadelphia            PA    6459-1392BW
-----------------------------------------------------------------------------------------------------------
65           Killington - Snow Shed                         Killington              VT    6459-1398BW
-----------------------------------------------------------------------------------------------------------
66           Steamboat                                      Steamboat Springs       CO    6459-1413BW
-----------------------------------------------------------------------------------------------------------
67           Mt. Snow                                       West Dover              VT    6459-1419BW
-----------------------------------------------------------------------------------------------------------
68           PH L Zoo - Carnivore Testing BAG PHONE         Philadelphia            PA    6469-4083BW
-----------------------------------------------------------------------------------------------------------
69           enter                                          Tukwila                 WA    6469-4096BW
-----------------------------------------------------------------------------------------------------------
70           Penn's Landing                                 Philadelphia            PA    64--6-9-4098BW
-----------------------------------------------------------------------------------------------------------
71           Lackland AFB                                   San Antonio             TX    6469-4101BW-
-----------------------------------------------------------------------------------------------------------
72           PHL Zoo - Carnel/Elephant                      Philadelphia            PA    6469-4108BW
-----------------------------------------------------------------------------------------------------------
73           PHL Zoo - Children's Zoo,                      Philadelphia            PA    8307-3142AW
-----------------------------------------------------------------------------------------------------------
74           PHL Zoo - North Gate                           Philadelphia            PA
-----------------------------------------------------------------------------------------------------------
75           PHL Zoo - South Gate                           Philadelphia-           PA
-----------------------------------------------------------------------------------------------------------
</TABLE>

                                          Stitch Networks Corporation

                                        By:  /S/ Daniel J Kearney
                                          --------------------------------
                                        Daniel J Kearney
                                        Vice President & General Counsel


<PAGE>


  LOAN AMENDMENT, IF APPLICABLE (May Be DISCARDED If No Amendment Is Necessary)

Ms Amendment  pertains to Schedule Number -00  1-0015769-001 for the Schedule to
Master  Loan  Agreement,  dated as of June 25 2001,  between  Bancorp  Leasing &
Financial  as  Secured  Party and Stitch  Networks  Corporation  as Debtor  (the
"Agreement"):

TO  THE  EXTENT  THAT  THE  INFORMATION  SET  FORTH  IN THE  AGREEMENT  REQUIRES
MODIFICATION,  SUBJECT TO THE  APPROVAL OF  SECURED  PARTY,  THE  AGREEMENT IS
HEREBY AMENDED AS FOLLOWS

The monthly installment is $_______________________

The total amount financed is $______________________

The model/serial number of the Collateral is_________________________

The first monthly 'installment is due on_____________________________

Other._______________________________________________________________________

_____________________________________________________________________________

All provisions of the Agreement other than those which are inconsistent with the
provisions  of  this  Amendment  are  hereby  ratified  and  confirmed.   If  no
information  has been Inserted  above- the (terms of the Agreement  shall remain
unchanged.

IN WITNESS  WHEREOF,  we have  executed  this  Amendment  as of  the_______  day
of___________ 20_____.

                   [EXECUTION OF THIS PACE IS ONLY REQUIRED IF
                 AMENDMENT INFORMATION HAS BEEN INSERTED ABOVE)

<TABLE>
<CAPTION>
<S>                                                               <C>
If execution is required, please sign, date and return           Stitch Networks Corporation
this page along with Page One of this Certificate to:
U.S. Bancorp Leasing & Financial
PO Box 2177                                                      By:
7659 S-W. Mohawk Street                                          Daniel Kearney
Tualatin, OR 97062                                               Vice President & General Counsel

AMENDMENTS TO THE AGREEMENT AS SET FORTH ABOVE
ARE  ACKNOWLEDGED AND APPROVED BY SECURED PARTY.

U.S. Bancorp Leasing & Financial

By:
  ----------------------------------
An Authorized Officer Thereof
4/00

</TABLE>
<PAGE>



USBANCORP                                               INSURANCE AUTHORIZATION
Leasing & Financial                                            AND VERIFICATION

Date: " June 25, 2001                         Schedule Number:-001-00t5769-001

To:                   Stitch Networks Corporation (the "Customer")
From                  U.S. Bancorp Leasing& Financial ("Creditor")
                      PO Box 2177, 7659 S.W. Mohawk Street
                      Tualatin, OR 97062

TO THE  CUSTOMER:  Please  execute  below and return this to Creditor  with your
document  package e- Creditor will fax this document to your insurance agent for
verification.

In connection with one or more financing  arrangements,  Creditor  requires that
its insurable interest in the financed property (the -Property") be described as
"Creditor 2nd its successors and assigns shall be covered as Additional  Insured
and Loss Payee with regard to all equipment  financed or leased by Policy Holder
through or from  Creditor."  The  required  coverage  must  include,  but is not
limited to. fire. extended coverage,  vandalism, theft and genera) liability. If
such coverage is not provided within 15 days, we have the right to purchase such
insurance at your expense.  Should you have any  questions,  Please  contact our
Insurance Department at (503) 797-027T

CUSTOMER AUTHORIZES THE AGENT NAMED below: 1) to complete and return this letter
as indicated;  and 2) to endorse the policy and  subsequent  renewals to reflect
the required coverage

<TABLE>
<CAPTION>
<S>             <C>                                        <C>
Agent:          Insurance & Financial Services, Ltd.       Stitch Networks Corporation
Address:        664 Yorklyn Road, P.O. Box 070
                Hockessin,DE 19707-0970                    By:
Phone:          (302)-239-2355                             Daniel Kearney
Fax:            (302)-239-5722                             Vice President & General Counsel
E-Mail
</TABLE>

TO THE AGENT: In lieu of providing a Certificate,  Please execute this letter in
the space below and promptly fax it i& Creditor at (503) 797-0287.

Agent hereby verifies that the above requirements have been met in regard to the
Property listed below.

Print Name
Of Agency:
         -----------------------------------
By:
  ------------------------------------------

Print Name:                                      Date:
          ---------------------------------      -----------------------------

Property Description:

Film Product  Dispensing Vending Machines
See attached Exhibit A attached hereto and made part hereof

TOGETHER  WITH ALL  REPLACEMENTS,  PARTS,  REPAIRS,  ADDITIONS,  ACCESSIONS  AND
ACCESSORIES  INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
OF THE FOREGOING, INCLUDING, 'WITHOUT LIMITATION INSURANCE RECOVERIES

Insurable Value: $200,000.00
5/01


<PAGE>

USBANCORP                                             FIRST PAYMENT INVOICE

Leasing & Financial



                  PLEASE RETURN THIS PORTION WITH YOUR PAYMENT

SCHEDULE NUMBER -001-0015769-001              DUE DATE July 30, 2001

CREATE DATE June 25, 2001                     AMOUNT DUE $6,359.73

Stitch Networks Corporation                   U.S. Bancorp Leasing & Financial
500 North Walnut Road                         7659 S.W. Mohawk street
Kennett Square, PA 19348                      Tualatin, OR 97062
Attention: Daniel Kearney
Customer Phone Number: (888) 427-8743

         >>>>>>>> PLEASE ]RETAIN THIS PORTION' FOR YOUR RECORDS <<<<<<<<


U.S. Bancorp Leasing & Financial          ACCOUNT:   -001-0015769-001
7659 S.w. Mohawk Street                   AMOUNT DUE: $6,359.73
Tualatin, OR 97062                        DUE DATE:   July 30, 2001

                                          CREATE DATE:June 25, 2001

                                 INVOICE SUMMARY


QUESTIONS?  PLEASE CALL 800-253-3469

------------------------------------------ --------------------------------
CURRENT CHARGES [(PAYMENT ONE(])]          $6,359.73
------------------------------------------ --------------------------------

------------------------------------------ --------------------------------

------------------------------------------ --------------------------------

------------------------------------------ --------------------------------
TOTAL CURRENT CHARGES                      S6,359.73
------------------------------------------ --------------------------------

                       TOTAL AMOUNT DUE THIS INVOICE MUST
      MUST BE PAID WITHIN TEN (10) DAYS OF DUE DATE TO AVOID LATE CHARGES


<PAGE>


                                  EXHIBIT "A"

                           INTERIM -AUTHOMATTON TO PAY

Re. Interim Funding and Rental Addendum dated May 22,2001  ("Addendum!)  between
U-S  Bancorp  Leasing,  &  Financial   ("Secured  Party")  and  Stitch  Networks
Corporation ('Debtor")

Stitch Networks Corporation,  hereby authorizes U.S. Bancorp Leasing & Financial
to pay a TOTAL of  S54,900.00  to  Seller(s)  under the  Invoices(s)  to pay for
property described in the Invoice No.(s) listed below and attached hercto, which
shall thereafter be "Collateral" as defined in the Addendum.

Interim  Payments  (as  defined in the  Addendum)  will  accrue  until the final
installation and acceptance of the Collateral and the execution of a Schedule to
Master  Loan  Agreem ent between  the  undersigned  and US-  Bancorp  Leasing &-
Financial covering such Collateral.

Vendor(s)/Seller(s)   Invoice No.(S)  Invoice Date(s)   Invoice(s) Amount
Dixie-Narco            572621           06.06.01         54,900.00

Dated as of:
            --------------------------------

DEBTOR                                      SECURED PARTY
Stitch Networks Corporation                 U.S. Bancorp Leasing & Financial

By:
                                            BY:
Daniel Kearney                              An. Authorized officer
Vice President & General Counsel
5/00
                            ADDRESS FOR ALL NOTICES:
                      PO B0X 2177, 7659 S.W_Mohawk Street.
                                Tualatin OR 97002


<PAGE>



                                  Exhibit "A"

                          INTERIM AUTHORIZATION TO PAY

Re: Interim  Funding and Rental Addendum dared May 22,2001  (Addendum")  between
U.S.  Bancorp  Leasing  &  Financial   ("Secured  Party")  and  Stitch  Networks
Corporation ("Debtor').

Stitch Networks Corporation,  hereby authorizes U.S. Bancorp LEASING & FINANCIAL
to pay a total of  $97,600.00  to  Seller(s)  under the  Invoices(s)  to pay for
property  described in the Invoice No.(s) listed below and attached hereto which
shall thereafter be "Collateral" as defined in the Addendum

Interim  Payments  (as  defined in the  Addendum)  will  accrue  until the final
installation and acceptance of the Collateral and the execution of a Schedule to
Master  Loan  Agreement  between  the  undersigned  and U.S-  Bancorp  Leasing &
Financial covering such Collateral.

Vendor(s)/Scller(s) Invoice No.(s) Invoice Date(s) Invoice(s) Amount
Dixie-Narco            571523        05.31.01       97,600.00

Dated as of:
            -----------------------------------

DEBTOR                                      SECURED PARTY
Stitch Networks Corporation                 U.S. Bancorp Leasing & Financial

By:
                                            BY:
Daniel Kearney                              An. Authorized officer
Vice President & General Counsel
5/00
                            ADDRESS FOR ALL NOTICES:
                      PO B0X 2177, 7659 S.W_Mohawk Street.
                                Tualatin OR 97002


<PAGE>



                                  EXHIBIT "A"

                          INTERIM AUTHORIZATION TO PAY

Re: Interium Funding and Rental addendum dated May 22, 2001 ('Addendum") between
U-S-  Bancorp  Leasing  &  Financial   (Securcd   Party")  and  Stitch  Networks
Corporation ("Debtor")

Stitch Network Corporation hereby authorizes U.S. BANCORP LEASING & FINANCIAL TO
PAY a TOW of  S57,969.53 to Seller(s)  under die  Invoice(s) to pay far property
described in the Invoice  No.(s)  listed  below and attached  hereto which shall
thereafter be "collateral" as defined in the Addendum

Interim  payments  (is  defined  in the  addendum  will  accrue  until the final
installation and acceptance of the collateral and the execution of a schedule to
Master Loan agreement between the undersigned and US bancorp leasing & Financial
covering such Collateral

Vendor(s)/Seller(s)    Invoice No.(s)      Invoice date (s)   Invoice(s) Amount

       Dixie Narco        581056              07.25.01           $13,300.00
       Dixie Narco        576222              O6.25.01           $7,361.01
       Dixie NArco        576226              06.25.01           $3,638,00
       Dixie Narco        576357              06.25.01           $3,570.00
       Dixie Narco        576432              06.26.01           $7,361.01
       Dixie Narco        576434              05.26.01           $3,400.00
       Dixie Narco        577571              07.02.01           $3.604.00
       Dixie Norco        577815              07.05.01           $3,595.51
       Dixie Narco        578614              07.10.01           $7,140.00

Dated as of:
           ------------------------------------



DEBTOR                                      SECURED PARTY
Stitch Networks Corporation                 U.S. Bancorp Leasing & Financial

By:
                                            BY:
Daniel Kearney                              An. Authorized officer
Vice President & General Counsel
5/00
                            ADDRESS FOR ALL NOTICES:
                      PO B0X 2177, 7659 S.W_Mohawk Street.
                                Tualatin OR 97002


<PAGE>



                                  EXHIBIT "A"

                          INTERIM AUTHORIZATION TO PAY

Re:  Interim  Funding and Rental  Addendum  dated May 22,  2001 (  "Addendum  ")
between U.S- Bancorp Leasing & Financial  ("Secured  Party") and Stitch Networks
Corporation ("Debtor").

Stitch Networks Corporation,  hereby authorizes U.S. Bancorp Leasing & Financial
to pay a total of  S35,438.74  to  Seller(s)  under The  Invoices(s)  to pay for
property  described  -in the Invoice  No.(s)  listed below and attached  hereto,
which shall there-after be "Collateral" as defined in the Addendurn

Interim  Payments  (as  defined hi the  Addendum)  will  accrue  until the final
installation and acceptance of the Collateral and the execution of a Schedule to
Master  Loan  Agreement  between the  undersigned  and U.S.  Bancorp  Leasing &-
Financial covering such Collateral.

Vendor(s)/Seller(s)  Invoice No.(s)   Invoice Date(s)     Invoice(s) Arnount

   Dixie Narco         576333         06.25.01                10,200.00
   Dixie Narco         577307         06.29.01                 7,361.01
   Dixie Narco         577562         07.02.01                 3,400.00
   Dixie Narco         578216         07-09.01                 3,573.39
   Dixie Narco         578612         07.10.01                 3,672.00
   Dixie Narco         578613         07.10.01                 3,658.95
   Dixie Narco         578615         07.10.01                 3,573.39

Dated as of:
           -------------------------------


DEBTOR                                      SECURED PARTY
Stitch Networks Corporation                 U.S. Bancorp Leasing & Financial

By:
                                            BY:
Daniel Kearney                              An. Authorized officer
Vice President & General Counsel
5/00
                            ADDRESS FOR ALL NOTICES:
                      PO B0X 2177, 7659 S.W_Mohawk Street.
                                Tualatin OR 97002


<PAGE>

                          INTERIM AUTHORIZATION TO PAY

Re- Interim Funding and Rental Addendum dated May 22,2001  ("Addendum")  between
U.S BAncorp Leasing & Financial ("Secured Party and Stitch Networks  Corporation
('Debtor").

Stitch Networks  Corporation hereby authorizes 'U.S. Bancorp Leasing & Financial
to pay a total of  $61,795.01  to  Seller(s)  Under the  invoices(s)  to pay for
Property  described in the Invoice No.(s) listed below and attached hereto which
shall thereafter be 'Collateral" defined in the Addendum.

Interim  Payments  (as  defined in THE  Addendum) will  accrue  until the final
installation  and acceptance  of the Collateral  and  execution of a Schedule to
Master  Loan  Agreement  between  the  undersigned  and U.S,  Bancorp  Leasing &
financial covering such Collateral

Vendor(s)/Seller(s)    Invoice No.(s)    Invoice Datc(s)    Invoice(s) Amount

Dixie Narco            577564              07.02.01            $7,140.00
Dixie Narco            577822              07.05.01            $3.604.00
Dixie Narw             577823              07.05.01            $11,016.00
Dixie Narco            579040              07.12.01            $7,242.00
Dixie Narco            579221              07.13.01            $7,361.01
Dixie Narco            579452              07.16.01            $11.016.00
Dixie NArco            679453              07.16.01            $14,416.00

Dated as of:
            ----------------------------------


DEBTOR                                      SECURED PARTY
Stitch Networks Corporation                 U.S. Bancorp Leasing & Financial

By:
                                            BY:
Daniel Kearney                              An. Authorized officer
Vice President & General Counsel
5/00
                            ADDRESS FOR ALL NOTICES:
                      PO B0X 2177, 7659 S.W_Mohawk Street.
                                Tualatin OR 97002


<PAGE>


                          INTERIM AUTHORIZATION TO PAY

Re- Interim Funding and Rental Addendum dated May 22,2001  ("Addendum")  between
U.S BAncorp Leasing & Financial ("Secured Party and Stitch Networks  Corporation
('Debtor").

Stitch Networks  Corporation hereby authorizes 'U.S. Bancorp Leasing & Financial
to pay a total of  $61,795.01  to  Seller(s)  Under the  invoices(s)  to pay for
Property  described in the Invoice No.(s) listed below and attached hereto which
shall thereafter be 'Collateral" defined in the Addendum.

Interim  Payments  (as  defined in THE  Addendum) will  accrue  until the final
installation  and acceptance  of the Collateral  and  execution of a Schedule to
Master  Loan  Agreement  between  the  undersigned  and U.S,  Bancorp  Leasing &
financial covering such Collateral

Vendor(s)/Seller(s)    Invoice No.(s)    Invoice Datc(s)    Invoice(s) Amount

Dixie Narco            577564              07.02.01            $7,140.00
Dixie Narco            577822              07.05.01            $3.604.00
Dixie Narw             577823              07.05.01            $11,016.00
Dixie Narco            579040              07.12.01            $7,242.00
Dixie Narco            579221              07.13.01            $7,361.01
Dixie Narco            579452              07.16.01            $11.016.00
Dixie NArco            679453              07.16.01            $14,416.00

Dated as of:
            ----------------------------------


DEBTOR                                      SECURED PARTY
Stitch Networks Corporation                 U.S. Bancorp Leasing & Financial

By:
                                            BY:
Daniel Kearney                              An. Authorized officer
Vice President & General Counsel
5/00
                            ADDRESS FOR ALL NOTICES:
                      PO B0X 2177, 7659 S.W_Mohawk Street.
                                Tualatin OR 97002


<PAGE>

                          INTERIM AUTHORIZATION TO PAY

Re- Interim Funding and Rental Addendum dated May 22,2001  ("Addendum")  between
U.S BAncorp Leasing & Financial ("Secured Party and Stitch Networks  Corporation
('Debtor").

Stitch Networks Corporation, hereby authorizes U.S- BANCORP LEASING & FIANANCIAL
to pay a total of  S32,134-53  to  Seller(s)  under the  lnvoices(s)  Do pay for
property  described in the Invoice No.(s) listed below =d attached  hereto which
shall thereafter be "Collateral" as defined in The addendum

Inter payments (as defined in the Addendum) WM accrue intil the f=l installation
and  acceptance of the Collateral and the r-cution of a Schedule 1,0 Mater T-0an
Agreement  between the undersigned and US. Bancorp Leasing & financial  Covering
such Collateral

Vendor(s)/Seller(s)   Invoice No.(s)       Invoice Date(s)   Invoice(s0 Amount

 Dixie Narco          579668                 07,18.01             7,190.99
 Dixie Narco          581053                 07.24.01             3,829.9B
 Dixie Narco          582499                 08.01.01             3,604.00
 Dixie Narco          582500                 08.01.01             3,676.57
 Dixie Narco          562522                 08.01.01             3,604.00
 Dixie Narco          562760                 08.02.01             7,208.00
 Dixie Narco          584661                 08.15.01             3,620.00

Dated as of:
            ----------------------------------


DEBTOR                                      SECURED PARTY
Stitch Networks Corporation                 U.S. Bancorp Leasing & Financial

By:
                                            BY:
Daniel Kearney                              An. Authorized officer
Vice President & General Counsel
5/00
                            ADDRESS FOR ALL NOTICES:
                      PO B0X 2177, 7659 S.W_Mohawk Street.
                                Tualatin OR 97002
<PAGE>



USBANCORP                                     SCHEDULE TO MASTER LOAN AGREEMENT

LEASING FINANCIAL

                           Stitch Networks Corporation
                              500 North Walnut Road
                            Kennett Square, PA 19348

$240,908.27          Effective Date  08-29-01   Schedule Number 001-0015769-002

1. THIS SCHEDULE is made between Stitch Networks  Corporation as Debtor,  and US
Bancorp Leasing & Financial,  (which,  together with its successors and assigns,
shall be called the "Secured Party") pursuant to the Master Loan Agreement dated
as of May 22, 2001 between  Debtor and Secured  Party (the "Loan  Agreement  the
terms of which (including the definitions are incorporated  herein. The terms of
the Loan  Agreement  and this  Schedule  together  shall  constitute  a separate
instrument.  Capitalized  terms used but not defined  herein are.  used with the
recpective  meanings  specified  in the  Loan  Agreement.  If any  terms  hereof
inconsistent  with the  terms of the Loan  Agreement,  the  terms  hereof  shall
prevail.

2. For value  received,  Debtor hereby  promises to pay to Elie order of Secured
Party the  principal  amount of Two Hundred  Forty  Thousand  Nine Hundred Eight
dollars  and 27/100  Dollars  (S240,908,27)  WITH  INTEREST  on any  outstanding
principal  balance at the rate(s0  specified  here-in  from the  Effective  Date
hereof until this Schedule  shall have been paid in full in accordance  with the
following  payment  schedule.  Thirty  Six (36)  installments  in the  amount of
$7,631.65 such including the entire amount of interest  accrued on this Schedule
at the time of  payment  of each  installment.  The first  payment  Shall be due
September  29,  2001  and a Like  payment  shall  be due on the same day of each
succeeding  mouth  thereafter  until the entire principal and interest have benn
paid,  At the time of the final  installment  hereon  all unpaid  principal  and
interest  shall be due and owing.  As a.  result such final  installment  may be
substantially more or substantially less than the installments specified herein.

3. Debtor  promises to pay interest on the principal  balance  outstanding  at a
rate of 8.74 percent per annum

4. Payment In the event that a Forward Rate Lock Agreement, (an 'Agreement),) is
not executed an the day of delivery and acceptance date (the "Adjustment Date"),
the  interest  rate  set  forth  herein  and  the   installments  due  hereunder
recalculated  based upon  increases  in the Thirty Six (36) month U. S.  Bancorp
Funds Transfer Pricing Rate/Cost of Funds.  Shall be (rate) from the date hereof
until the. Adjustment Date. If, on the Adjustment Date, the rate is greater than
4.25% then such interest rate and installments shall be increased accordingly to
reflect die actual rate.  Thereafter,  the interst rate and  installments  shall
reamin fixed during the Term hereof.  In no event shall die interest rate or the
installments be decreased.

5. Each of Debtor,  if more than one, and all other  parties who at any Lime may
be  liable  hereon  in any  capacity,  here by  jointly  and  severally  . waive
diligence,  demand  presentment,  presentment  for payment,  protest,  notice of
protest and notice of  dishonor  of this  Schedule,  and  authorize  the Secured
Party,  without  notice,  to  grant  extensions  in the time of  payment  of and
reductions in the rate of interest oil any moneys owing on this Schedule.

6. The following  property is hereby made  Collateral for all purposes under the
Loan Agreement:

Film Product  Dispensing  Vending Machines
See attached Exhibit A attached hereto and made a part hereof

TOGETHER  WITH  ALL  REPLACMENTS  PARTS,  REPAIRS,  ADDITIONS,   ACCESSIONS  AND
ACCESSORIES  LNCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.

7. The Collateral hereunder shall be based at the following location(s).

See attached Exhibit A attached hereto and made a part hereof


<PAGE>

IN WITHNESS WHEREOF,  Debtor has executed this Schedule this 28th day of August,
2001.

Stitch Networks Corporation                 U.S. Bancorp Leasing & Financial

By:
                                            BY:
Daniel Kearney                              An. Authorized officer
Vice President & General Counsel
5/00
                            ADDRESS FOR ALL NOTICES:
                      PO B0X 2177, 7659 S.W_Mohawk Street.
                                Tualatin OR 97002

<PAGE>



US BANCOROP                                  SCHEDULE TO MASTER LOAN AGREEMENT

LEASING & FINANCIAL

                           STITCH NETWORKS CORPORATION
                              500 NORTH WALNUT ROAD
                            KENNETT Square, PA 19348

$240,908.27     Effective Date______________   Schedule Number 001-00 15769-002

1. THIS SCHEDULE is made between Stitch Networks Corporation as Debtor, and U.S.
Bancorp Leasing & Financial,  (which,  together with its successors and assigns,
shall be called the "Secured Party") pursuant to the Master Loan Agreement dated
as of May 22, 2001 between Debtor and Secured Party (the "Loan Agreement"),  the
terms of which (including the definitions) are incorporated herein. The terms of
the Loan  Agreement  and this  Schedule  together  shall  constitute  a separate
instrument. Capitalized used but not defined herein are used with the respective
meanings  specified in the Loan Agreement.  If any terms hereof are inconsistent
with the terms of the Loan Agreement, the terms hereof shall prevail.

2. For value  received,  Debtor hereby  promises to pay to. the order of Secured
Party the  principal  amount of Two Hundred  Forty  Thousand  Nine Hundred Eight
dollars  and 27/100  Dollars  ($240,908.27)  with  interest  on any  outstanding
principal  balance at the  rate(s)  specified  herein  from the  Effective  Date
hereof` until this Schedule shall have been paid in full in accordance  with the
following  payment  schedule:  Thirty  Six (36)  installments  in the  amount of
$7,631.65 each including the entire amount of interest  accrued on this Schedule
at the time of  payment  of each  installment.  The first  payment  shall be due
September  29,  2001  and a like  payment  shall  be due on the same day of each
succeeding  month  thereafter  until the entire principal and interest have been
paid.  At the time of the final  installment  hereon,  all unpaid  principal and
interest  shall be due and owing.  As a result,  such final  installment  may be
substantially more or substantially less than the installments specified herein.

3. Debtor  promises to pay interest on the principal  balance  outstanding  at a
rate-of 8.74 percent per annum.

4.  PAYMENT  ADJUSTMENT.  In the event that a Forward Rate Lock  Agreement,  (an
"Agreement",)  is not executed on the day of delivery and  acceptance  date (the
"Adjustment  Date"), the interest rate set forth herein and the installments due
hereunder  shall  be  recalculated  based  upon  increases  in  the  Thirty  Six
(36)-month U. S. Bancorp Funds Transfer  Pricing  Rate/Cost of Funds (rate) from
the date hereof until the Adjustment  Date. If, on the Adjustment Date, the rate
is  greater  than  4.25%,  then such  interest  rate and  installments  shall be
increased accordingly to reflect the actual rate. Thereafter,  the interest rate
and  installments  shall remain fixed during the Term hereof.  In no event shall
the interest rate or the installments be decreased

5. Each of Debtor,  if more than one, and all other  parties who at any time may
be liable hereon in any capacity,  hereby jointly and severally waive diligence,
demand,  presentment,  presentment for payment,  protest,  notice of protest and
notice of dishonor of this Schedule,  and authorize the Secured  Party,  without
notice, to grant extensions in the time of payment of and reductions in the rate
of interest on any moneys owing on this Schedule.

6. The following  property is hereby made collateral for all purposes under the
Loan Agreement:

Film Product  Dispensing Vending Machines
See attached Exhibit A attached hereto and made a part hereof

TOGETHER  WITH ALL  REPLACEMENTS,  PARTS,  REPAIRS,  ADDITIONS,  ACCESSIONS  AND
ACCESSORIES  INCORPORATED  THEREIN OR AFFIXED OR ATTACHED  HERET0 AND ANYAND ALL
PROCEEDS OF THE FOREGOING, INCLUDING WITHOUT LIMITATION INSURANCE RECOVERIES.

7. The Collateral hereunder shall be based at the following location(s):

See attached Exhibit A attached hereto and made a part hereof,


<PAGE>
IN WITHNESS WHEREOF,  Debtor has executed this Schedule this 28th day of August,
2001.

                                            Stitch Networks Corporation
U.S. Bancorp Leasing & Financial

By:
                                            BY:
Daniel Kearney                              An. Authorized officer
Vice President & General Counsel
5/00
                            ADDRESS FOR ALL NOTICES:
                      PO B0X 2177, 7659 S.W_Mohawk Street.
                                Tualatin OR 97002


<PAGE>

USBANCORP                                             EQUIPMENT ACCEPTANCE AND
                                                 AUTHORIZATION TO PAY PROCEEDS
LEASING & FINANCIAL                                         AND LOAN AMENDMENT

                                           Schedule Number 00 1 -00 15769-002

To: U.S. Bancorp Leasing & Financial

Re: Schedule to Master Loan Agreement dated as of (the "Agreement") between U.S.
Bancorp Leasing & Financial, as Secured Party, and Stitch Networks Corporation ,
as Debtor.


YOU ARE HEREBY  AUTHORIZED to disburse the proceeds of the loan evidenced by the
Agreement as follows for the purchase of the personal  property  specified  (the
"Collateral"):

$240,908.27                                  Stitch Networks Corporation

FILM PRODUCT DISPENSING VENDING MACHINES
SEE ATTACHED EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF

TOGETHER  WITH ALL  REPLACEMENTS,  PARTS,  REPAIRS,  ADDITIONS,  ACCESSIONS  AND
ACCESSORIES  INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.

TOTAL AMOUNT TO BE DISBURSED $240,908.27

YOU  ARE  HEREBY  FURTHER   AUTHORIZED  to  insert  in  the  Agreement  date  of
disbursement  of funds under this  Authorization  as the  Effective  Date of the
Agreement.

WE HEREBY CERTIFY AND  ACKNOWLEDGE FOR THE BENEFIT OF SECURED PARTY THAT: a) the
Collateral  has been  delivered  to us;  b) any  necessary  installation  of the
Collateral has been fully and satisfactorily performed; c) after full inspection
thereof, we have accepted the Collateral for all purposes as of the date hereof,
d) upon the  disbursement  of the proceeds of the loan as set forth  above,  the
Secured Party will have fully and  satisfactorily  satisfied all its obligations
under the  Agreement;  e) any and all  conditions  to the  effectiveness  of the
Agreement or to our obligations  under the Agreement have been  satisfied;  0 we
have no defenses, set-offs or counterclaims to any such obligations; and, g) the
Agreement is in full force and effect.

WE HEREBY  REPRESENT  AND WARRANT FOR THE BENEFIT OF SECURED  PARTY THAT: a) any
right we may have now or in the future to reject the Collateral or to revoke our
acceptance thereof has terminated as of the date hereof-, b) we hereby waive any
such right;  c) the date of this  Authorization  is the earliest date upon which
the certifications, acknowledgments,  representations and warranties made herein
could be correctly  and properly  made. We hereby  acknowledge  that the Secured
Party is relying on this Authorization as a condition to disbursing the proceeds
of the loan as set forth above.


IN WITNESS WHEREOF, we have executed this Certificate as of the day of

Upon satisfactory installation and Delivery   Stitch Networks Corporation
please sign, date and return to:



U.S. Bancorp Leasing & Financial

PO B0X 2177,                                  By:/s/ Daniel Kearney
7659 S.W Mohawk Street.                         ------------------------------
Tualatin OR 97002                             Daniel Kearney
                                              Vice President & General Counsel


<PAGE>



                   EXHIBIT A    Schedule Number 001-0015769-002
                   ---------    -------------------------------

Stitch Networks Corporation
Vending Machine Serial Numbers
US Bancorp Financing
          29-Aug-01


<TABLE>
<CAPTION>
 Invoice        Serial                          Location                                            City             State
  Batch         Number
              ---------------------------------------------------------------------------------------------------------------
<S>             <C>                             <C>                                                 <C>              <C>
    1                         0951-6701 BZ      Jersey Gardens Mail - Door E                        Elizabeth         NJ
              ---------------------------------------------------------------------------------------------------------------
    1                         0952-6701 BZ      Station Square - Info Center                        Pittsburgh        PA
              ---------------------------------------------------------------------------------------------------------------
    1                         0953-6701         Stitch Factory                                      Newark            DE
              ---------------------------------------------------------------------------------------------------------------
    1                         0955-6701 BZ      Lackawanna County Stadium - Main Concourse          Scranton          PA
              ---------------------------------------------------------------------------------------------------------------
    1                         0957-6701         Stitch Factory                                      Newark            DE
              ---------------------------------------------------------------------------------------------------------------
    1                         0958-6701 BZ      Full Blast - Entrance                               Battle Creek      MI
              ---------------------------------------------------------------------------------------------------------------
    1                         0959-670113Z      Tennessee Aquarium - Ticket Center                  Chattanooga       TN
              ---------------------------------------------------------------------------------------------------------------
    1                         0960-6701 BZ      Jersey Gardens Mail - VKids Play Area               Elizabeth         NJ
              ---------------------------------------------------------------------------------------------------------------
    1                         0961-6701 BZ      Hickory Dickory Dock - Indoors                      Hickory           NC
              ---------------------------------------------------------------------------------------------------------------
    1                         0962-6701         STITCH FACTORY                                      Newark            DE
              ---------------------------------------------------------------------------------------------------------------
    1                         0963-6701 BZ      Coney Island - Grove                                Cincinnati        OH
              ---------------------------------------------------------------------------------------------------------------
    1                         0966-6701         Stitch Factory ,,-                                  Newark            DE
              ---------------------------------------------------------------------------------------------------------------
    1                         0968-6701 BZ      Station Square - Boat Ramp                          Pittsburgh        PA
              ---------------------------------------------------------------------------------------------------------------
    1                         0969-6701 BZ      MCCS - Exchange                                     Jacksonville      NC
              ---------------------------------------------------------------------------------------------------------------
    1                         0972-6701 8Z      Notre Dame Vending                                  Notre Dame        IN
              ---------------------------------------------------------------------------------------------------------------
    1                         0975-6701         Stitch Factory                                      Newark            DE
              ---------------------------------------------------------------------------------------------------------------
    1                         0976-6701 BZ      Family Kingdom Amusement - Arcade                   Myrtle Beach      SC
              ---------------------------------------------------------------------------------------------------------------
    1                         0978-6701 BZ      Six Flags America - Gotham City                     Mitchellville     MD
              ---------------------------------------------------------------------------------------------------------------
    1                         0979-6701 BZ      Camp Lejeune, Gottchalk Marina                      Camp Leiuene      NC
              ---------------------------------------------------------------------------------------------------------------
    1                         0980-6701         Stitch Factory                                      Newark            DE
              ---------------------------------------------------------------------------------------------------------------
    1                         0981-6701         Stitch Factory                                      Newark            DE
              ---------------------------------------------------------------------------------------------------------------
    1                         0984-6701         Stitch Factory                                      Newark            DE
              ---------------------------------------------------------------------------------------------------------------
    1                         0986-6701         Stitch Factory                                      Newark            DE
              ---------------------------------------------------------------------------------------------------------------
    1                         0987-6701 BZ      See Rock City - Corner Stone                        Lookout Mountain  GA
              ---------------------------------------------------------------------------------------------------------------
    1                         0989-6701 BZ      Presque Isle State Park - Perry Monument            Erie              PA
              ---------------------------------------------------------------------------------------------------------------
    1                         0991-6701 BZ      Enchanted Castle - Party Area                       Lombard           IL
              ---------------------------------------------------------------------------------------------------------------
    1                         0993-6701         Stitch Factory                                      Newark            DE
              ---------------------------------------------------------------------------------------------------------------
    1                         0994-6701         Stitch Factory                                      Newark            DE
              ---------------------------------------------------------------------------------------------------------------
    1                         0995-6701BZ       CJ Barrymore's - Near Phone Booth                   Clinton Township  Ml
              ---------------------------------------------------------------------------------------------------------------
    1                         0996-6701         Stitch Factory                                      Newark            DE
              ---------------------------------------------------------------------------------------------------------------
    1                         0997-6701BZ       See Rock City - Battle for Chattanooga              Lookout Mountain  GA
              ---------------------------------------------------------------------------------------------------------------
    1                         0999-6701 BZ      Kiddieland Amusement Park                           Melrose Park      IL
              ---------------------------------------------------------------------------------------------------------------
    2                         0954-6701 BZ      Blackbeards - Front Entrance                        Fresno            CA
              ---------------------------------------------------------------------------------------------------------------
    2                         0956-6701 BZ      Jersey Gardens Mail - Center Court                  Elizabeth         NJ
              ---------------------------------------------------------------------------------------------------------------
    2                         0964-6701         Stitch Factory                                      Newark            DE
              ---------------------------------------------------------------------------------------------------------------
    2                         0965-6701 BZ      WES - Andrews AFB                                   Andrews AFB       MD
              ---------------------------------------------------------------------------------------------------------------
    2                         0967-6701         Stitch Factory                                      Newark            DE
              ---------------------------------------------------------------------------------------------------------------
    2                         0970-6701 BZ      Six Flags Marine Workd - New Ride Area V2           Vallejo           CA
              ---------------------------------------------------------------------------------------------------------------
    2                         0971-6701         Stitch Factory                                      Newark            DE
              ---------------------------------------------------------------------------------------------------------------
    2                         0973-6701 BZ      Six Flags Marine World - Looney Tunes Sea Park      Vallejo           CA
              ---------------------------------------------------------------------------------------------------------------
    2                         0974-6701         Stitch Factory                                      Newark            DE
              ---------------------------------------------------------------------------------------------------------------
    2                         0977-6701         Stitch Factory                                      Newark            DE
              ---------------------------------------------------------------------------------------------------------------
    2                         0982-6701         Stitch Factory                                      Newark            DE
              ---------------------------------------------------------------------------------------------------------------
    2                         0983-6701         Stitch Factory                                      Newark            DE
              ---------------------------------------------------------------------------------------------------------------
    2                         0985-6701 8Z      Pier 43 1/2 - Inside Ferry                          San Francisco     CA
              ---------------------------------------------------------------------------------------------------------------
    2                         0988-6701         Stitch Factory                                      Newark            DE
              ---------------------------------------------------------------------------------------------------------------
    2                         0990-6701         Stitch Factory                                      Newark            DE
              ---------------------------------------------------------------------------------------------------------------
    2                         0992-6701 BZ      Penn's Landing - Festival Pier                      Philadelphia      PA
              ---------------------------------------------------------------------------------------------------------------
    2                         0998-6701 BZ      Six Flags America - Looney Tunes                    Mitchellville     MD
              ---------------------------------------------------------------------------------------------------------------
    2                         1000-6701 BZ      Waterworld USA - Birthday Party Area                Concord           CA
              ---------------------------------------------------------------------------------------------------------------
</TABLE>

                                       1
<PAGE>

                    EXHIBIT A   Schedule Number 001-0015769-002
                    ---------   -------------------------------
<TABLE>
<CAPTION>
 Invoice        Serial                          Location                                            City             State
  Batch         Number
              ---------------------------------------------------------------------------------------------------------------
<S>             <C>                             <C>                                                 <C>              <C>
    3         0002-6720BZ          'Cape Cod Arcade                                   Hyannis                        MA
             --------------------------------------------------------------------------------------------------------------
    3         0007-6720BZ          Seneca Park Zoo Society, Main Bldg.                Rochester                      NY
              --------------------------------------------------------------------------------------------------------------
    3         0008-6720BZ          Pharoah's Lost Kingdom - Beach Hut                 Redlands                       CA
              --------------------------------------------------------------------------------------------------------------
    3         001 1-6720BZ         MCCS - Camp Pendleton Delmar Beach                 Camp Pendleton                 CA
              --------------------------------------------------------------------------------------------------------------
    3         0027-6720BZ          Pharoah's Lost Kingdom - Cafe                      Redlands                       CA
              --------------------------------------------------------------------------------------------------------------
    3         0033-672DBZ          Ex Bowl - Lobby                                    Indianapolis                   IN
              --------------------------------------------------------------------------------------------------------------
    3         0035-6720BZ          Woodland Bowl - Lobby                              Indianapolis                   IN
              --------------------------------------------------------------------------------------------------------------
    3         0046-6720BZ          Pro Football Hall of Fame                          Canton                         OH
              --------------------------------------------------------------------------------------------------------------
    3         0050-6720BZ          MCCS - Camp Pendleton Parade Deck                  Camp Pendleton                 CA
              --------------------------------------------------------------------------------------------------------------
    3         0052-6720BZ          Knoxville Zoological Gardens                       Knoxville                      TN
              --------------------------------------------------------------------------------------------------------------
    3         0063-6720BZ          Rainbow Play Systems                               Tigard                         OR
              --------------------------------------------------------------------------------------------------------------
    4         0013-6720BZ          Worlds of Fun - Locker Rooms                       Kansas City                    MO
              --------------------------------------------------------------------------------------------------------------
    4         001 5-6720BZ         Worlds of Fun - Porch                              Kansas City                    MO
              --------------------------------------------------------------------------------------------------------------
    4         0024-6720BZ          Museum of Science & Industry - jellyball           Chicago                        IL
              --------------------------------------------------------------------------------------------------------------
    4         0030-672ORZ          Worlds of Fun - Village                            Kansas ON                      MO
              --------------------------------------------------------------------------------------------------------------
    4         0034-6720BZ          Racine Zoo - Main Building                         Racine                         W1
              --------------------------------------------------------------------------------------------------------------
    4         0037-6720BZ          DePaul Health Center - Labor & Delivery Unit       Bridgeton                      MO
              --------------------------------------------------------------------------------------------------------------
    4         0041-6720BZ          Underwater Adventure - Mall Level                  Bloomington                    MN
              --------------------------------------------------------------------------------------------------------------
    4         0053-6720BZ          Museum of Science & Industry - Knuckle             Chicago                        IL
              --------------------------------------------------------------------------------------------------------------
    4         0060-6720BZ          Rainbow Play Systems - Kirkland                    Kirkland                       WA
              --------------------------------------------------------------------------------------------------------------
    4         0075-6720BZ          Granada Bowl, Main Concourse                       Livermore                      CA
              --------------------------------------------------------------------------------------------------------------
</TABLE>

Stitch Networks Corporation


/S/ Daniel Kearney
-------------------------------------
Daniel Kearney
Vice President & Genaral counsel

<PAGE>



USBANCORP                                              INSURANCE AUTHORIZATION
LEASING & FINANCIAL                                           AND VERIFICATION

Date:                 August 24, 2001
                      Schedule Number-001-0015769-002

To:                   Stitch Networks Corporation (the "Customer")

From:                 U.S. Bancorp Leasing & Financial ("Creditor")
                      PO Box 2177, 7659 S.W. Mohawk Street
                      Tualatin, OR 97062

TO THE CUSTOMER:  Please  executive  below and return this to Creditor with your
document  package.  Creditor will fax this document to your insurance  agent for
verification.

In connection with 'one or more financing  arrangements,  Creditor requires that
its insurable interest in the financed property (the "Property-) be described as
"Creditor and its successors and assigns shall be covered as Additional  Insured
and Loss Payee with regard to all equipment  financed or leased by Policy Holder
through or from  Creditor."  The  required  coverage  must  include,  but is not
limited to, fire, extended coverage,  vandalism, theft and general liability. If
such coverage is not provided within 15 days, we have the right to purchase such
insurance at your expense.  Should you have any  questions,  please  contact our
Insurance Department at (503) 797-0277.

CUSTOMER AUTHORIZES THE AGENT NAMED BELOW: 1) to complete and return this letter
as indicated;  and 2) to endorse the policy and  subsequent  renewals to reflect
the required coverage.

Agent:  Insurance & Financial Services, Ltd.   Stitch Networks Corporation
Address:   664 Yorklyn Road, P,O. Box 970
           Hockessin,DE 19707-0970             By: /S/ Daniel Kearney
Phone: (302)-239-2355                          Daiel Kearney
Fax:   (302)-239-5722                          Vice President & General Counsel
E-Mail________________________________


TO THE AGENT: In lien of providing a certificate,  please  e-recitte this letter
in the space below and promptly fax it to Creditor at (503) 79 7-0287.

Agent hereby verities that the above requirements have been met in regard to the
Property listed below.

Print Name
Of Agency
        ----------------------------------
By:
  ----------------------------------------

Print Name:                                     Date:
          --------------------------------          ---------------------------

Property Description:

Film Product DISPENSING VENDING MACHINES
See attached Exhibit A attached hereto and made a part hereof

TOGETHER  WITH ALL  REPLACEMENTS,  PARTS,  REPAIRS,  ADDITIONS,  ACCESSIONS  AND
ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL.
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.

Insurable Value: $240,908.27
5/01


<PAGE>



  LOAN AMENDMENT, IF APPLICABLE (MAY BE DISCARDED IF NO AMENDMENT IS Necessary)

This Amendment  pertains to Schedule  Number 00 1-00 15769-002 for the Schedule
to Master Loan  Agreement  dated as of August 24,  2001,  between  U.S.  Bancorp
Leasing & Financial as Secured Party and Stitch  Networks  Corporation as Debtor
(the "Agreement"):

TO  THE  EXTENT  THAT  THE  INFORMATION  SET  FORTH  IN THE  AGREEMENT  REQUIRES
MODIFICATION,  SUBJECT TO THE APPROVAL OF SECURED PARTY, THE AGREEMENT IS HEREBY
AMENDED AS FOLLOWS:

The monthly installment is $________________________________

The total amount financed is $______________________________

The model/serial number of the Collateral is_______________________

The first monthly installment is due on____________________________

Other:______________________________________________________________________

____________________________________________________________________________

All provisions of the Agreement other than those,  which are  inconsistent  with
the  provisions  of this  Amendment  are hereby  ratified and  confirmed.  If no
information  has been inserted  above,  the terms of the Agreement  shall remain
unchanged.

IN  WITNESS   WHEREOF,   we  have  executed  this  Amendment  as  of  the__  day
of____________2001.

                   (EXECUTION OF THIS PAGE IS ONLY REQUIRED IF
                 AMENDMENT INFORMATION HAS BEEN INSERTED ABOVE)
<TABLE>
<CAPTION>
<S>                                                           <C>
If execution is required, please sign, date and return        Stitch Networks Corporation
this page along with Page One of this Certificate to:

U.S. Bancorp Leasing & Financial
PO Box 2177                                                   By:/S/ Daniel Kearney
                                                                -------------------------------
7659 S.W. Mohawk Street                                         Daniel Kearney
Tualatin, OR 97062                                              Vice President & General Counsel
</TABLE>

AMENDMENTS TO THE AGREEMENT AS SET FORTH ABOVE
ARE  ACKNOWLEDGED AND APPROVED BY SECURED PARTY.

U.S. Bancorp Leasing & Financial

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

An Authorized Officer Thereof

4/00


<PAGE>


USBANCORP                                             FIRST PAYMENT INVOICE

Leasing & Financial



                  PLEASE RETURN THIS PORTION WITH YOUR PAYMENT

SCHEDULE NUMBER -001-0015769-002              DUE DATE September 30, 2001

CREATE DATE August 24, 2001                   AMOUNT DUE $7,631.65

Stitch Networks Corporation                   U.S. Bancorp Leasing & Financial
500 North Walnut Road                         7659 S.W. Mohawk street
Kennett Square, PA 19348                      Tualatin, OR 97062
Attention: Daniel Kearney
Customer Phone Number: (888) 427-8743

         >>>>>>>> PLEASE ]RETAIN THIS PORTION' FOR YOUR RECORDS <<<<<<<<


U.S. Bancorp Leasing & Financial          ACCOUNT:   -001-0015769-002
7659 S.w. Mohawk Street                   AMOUNT DUE: $7,631.65
Tualatin, OR 97062                        DUE DATE:   September 30, 2001

                                          CREATE DATE:August 24, 2001

                                 INVOICE SUMMARY


QUESTIONS?  PLEASE CALL 800-253-3469

------------------------------------------ --------------------------------
CURRENT CHARGES [(PAYMENT ONE(])]          $7,631.00
------------------------------------------ --------------------------------

------------------------------------------ --------------------------------

------------------------------------------ --------------------------------

------------------------------------------ --------------------------------
TOTAL CURRENT CHARGES                      $7,631.00
------------------------------------------ --------------------------------

                       TOTAL AMOUNT DUE THIS INVOICE MUST
      MUST BE PAID WITHIN TEN (10) DAYS OF DUE DATE TO AVOID LATE CHARGES


6/00

<PAGE>
Stitch Networks
Virtual connections for the real world


                                               500 North Walnut Road
                                               Kennett Square, PA 19348
                                               t 888-427-8743
                                               f 610.925-5484
                                               www.stitchnetworks.com

8/28/01

Ms. Laura Van Martin
Lease Associate
US Bancorp Leasing & Financial
918 17" Street
3" Floor
Denver, CO 80202

Re: Schedule #1 Documents

Dear Laura:

     Attached  please find the original  documents  you sent  executed by Stitch
Networks. We would like to receive back a copy of the documents once executed by
US Bancorp.

     Separately,  we await documents for execution and coordination instructions
for the 9/5 funding we have requested. Thanks for your assistance.

Sincerely,


/S/ Christopher M, Keane
--------------------------
Christopher M. Keane
Controller

            Stitch Networks Services: www.e-Vend.net www.E-suds.net


<PAGE>



US BANCORP
LEASING & FINANCIAL

918 17th Street, 3rd Floor
CNBBG320
Denver, CO 80202
303 585-4300
303 585-4233 Fax

August 24, 2001

Mr. CHRIS KEANE
Stitch Networks Corp.
500 N Walnut Road
Kennett Square PA 19348

Dear Mr. Keane:

     Enclosed  for  execution is the  Schedule to Loan  Agreement  with related
documents. Please have them signed and dated as indicated.

An insurance form is also included. This form requires an authorized signature.


Please return all signed documents to us as soon as possible the enclosed return
envelope.


If you have any  questions,  please  call me at (303)  585-4323  or Doug Otto at
(402) 399-2723.

On behalf of U.S. Bancorp Leasing & Financial,  we appreciate the opportunity to
be of service.

Sincerely,

/S/ Laura Van Marter
-----------------------
Laura Van Marter
Lease Associate

Enclosures


<PAGE>


US BANCORP                                     SCHEDULE TO MASTER LOAN
                                                             AGREEMENT

EQUIPMENT FINANCE

                           STITCH NETWORKS CORPORATION

                              500 NORTH WALNUT ROAD
                            KENNETT Square, PA 19348

$94,529.54          Effective Date_____________ Schedule Number-001-0015769-003

1.1. THIS SCHEDULE is made between STITCH  NETWORKS  CORPORATION as Debtor,  and
BANCORP  EQUIPMENT  FINANCE,  INC.,  FORMERLY  KNOWN AS U.S.  BANCORP  LEASING &
FINANCIAL, (which, together with its successors and assigns, shall be called the
"Secured  Party") pursuant to the Master Loan Agreement dated as of May 22, 2001
between  Debtor and  Secured  Party (the "Loan  Agreement"),  the terms of which
(including  the  definitions)  are  incorporated  herein.  The terms of the Loan
Agreement and this Schedule  together  shall  constitute a separate  instrument.
Capitalized  terms  used but not  defined  herein  are used with the  respective
meanings  specified in the Loan Agreement.  If any terms hereof are inconsistent
with the terms of the Loan Agreement, the terms hereof shall prevail.

1.2. For value  received,  Debtor hereby promises to pay to the order of Secured
Party the  principal  amount of Ninety Four  Thousand  Five Hundred  Twenty Nine
Dollars and 54/100 Dollars $94,529.54 with interest on any outstanding principal
balance at the rate(s)  specified  herein from the  Effective  Date hereof until
this  Schedule  shall have been paid in full in  accordance  with the  following
payment  schedule:  Thirty Six (36) installments in the amount of S2,959.63 each
including the entire amount of interest  accrued on this Schedule at the time of
payment of each installment. The first payment shall be due October 28, 2001 and
a like payment shall be due on the same day of each succeeding  month thereafter
until the entire principal and interest have been paid. At the time of the final
installment hereon, all unpaid principal and interest shall be due and owing. As
a result, such final installment may be substantially more or substantially less
than, the installments specified herein.

1.3. Debtor promises to pay interest on the principal  balance  outstanding at a
rate of 7.94 percent per annum.

1.4. PAYMENT  ADJUSTMENT.  In the event that a Forward Rate Lock Agreement,  (an
'Agreement'),   has  not  been  executed,  on  the  date  of  commencement  (the
"Adjustment  Date"), the interest rate set forth herein and the installments due
hereunder  shall be  recalculated  based  upon  increases  in the  3-Year  U. S.
Bancorp's Funds Transfer  Pricing  Rate/Cost of Funds (the "Rate") from the date
hereof  until the  Adjustment  Date.  If, on the  Adjustment  Date,  the Rate is
greater than 3.69%, then such interest rate and installments  shall be increased
accordingly  to reflect  the actual  rate.  Thereafter,  the  interest  rate and
installments  shall  remain  fixed  during the Term hereof In no event shall the
interest rate or the installments be decreased.

1.5. Each of Debtor, if more than one, and all other parties who at any time may
be liable Hereon in any capacity, hereby jointly and sever-ally waive diligence,
demand,  presentment,  presentment for payment,  protest,  notice of protest and
notice of dishonor of this Schedule,  and authorize the Secured  Party,  without
notice, to grant extensions in the time of payment of and reductions in the rate
of interest on any moneys owing on this Schedule.

1.6. The following property is hereby made Collateral for all purposes under the
Loan Agreement:

Various items of Film Product Dispensing Vending Machines

TOGETHER  WITH ALL  REPLACEMENTS,  PARTS,  REPAIRS,  ADDITIONS,  ACCESSIONS  AND
ACCESSORIES  INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.


<PAGE>



1.7. The Collateral hereunder shall be based at the following location(s):

See attached Exhibit A attached hereto and made a part hereof

IN WITNESS WHEREOF, Debtor has executed this Schedule this 25th day of September
, 2001.

U.S. Bancorp Equipment Finance, Inc.,            Stitch Networks Corporation
formerly known as U.S. Bancorp
Leasing & Financial

By:                                              By:/S/ Daniel Kearney
----------------------------------------         -----------------------------
An Authorized Officer Thereof                    Daniel Kearney
                                                 Vice President General Counsel


                            ADDRESS FOR ALL NOTICES:
                      PO Box 2177, 7659 S.W. Mohawk Street
                               Tualatin, OR 97062


<PAGE>



                                          Lease Schedule No. 001-0015769-003

                                   EXHIBIT A
                                   ---------

<TABLE>
<CAPTION>
<S>     <C>                                         <C>                      <C>       <C>
--------------------------------------------------- ------------------------ --------- -----------------
AAFES - Maxwell AFB - Gunter Bldg. 1017.            Maxwell AFB              AL        0048-6720BZ
--------------------------------------------------- ------------------------ --------- -----------------
AAFES - Cape Canaveral Ticket Center                Patrick AFB              FL        0072-6720BZ
--------------------------------------------------- ------------------------ --------- -----------------
AAFES - Fort Jackson Hilton Field                   Jackson                  SC        0049-6720BZ
--------------------------------------------------- ------------------------ --------- -----------------
AAFES - Fort Jackson Main PX                        Jackson                  SC        0061-6720BZ
--------------------------------------------------- ------------------------ --------- -----------------
AAFES - Fort Sill - Bldg. 3260                      Fort Sill                OK        0026-6720BZ
--------------------------------------------------- ------------------------ --------- -----------------
AAFES - Ft. Eustis, Visitor Center                  Ft. Eustis               VA        0070-6720BZ
--------------------------------------------------- ------------------------ --------- -----------------
AAFES - Maxwell AFB - Officer Training              Maxwell AFB              AL        0023-6720BZ
--------------------------------------------------- ------------------------ --------- -----------------
ASU Convocation Center - Front Lobby                State University         AR        0042-6720BZ
--------------------------------------------------- ------------------------ --------- -----------------
Baylor Medical Center - Garland                     Garland                  TX        0051-6720BZ
--------------------------------------------------- ------------------------ --------- -----------------
BIRMINGHAM Civil Rights Inst.. - Gift Shop          Birmingham               AL        0016-6720BZ
--------------------------------------------------- ------------------------ --------- -----------------
Cypress Lanes - Lobby                               Winter Haven             FL        0028-6720BZ
--------------------------------------------------- ------------------------ --------- -----------------
Don Carter All Star Lanes                           Davie                    FL        0058-6720BZ
--------------------------------------------------- ------------------------ --------- -----------------
Don Carter University - Front Entrance              Davie                    FL        0065-6720BZ
--------------------------------------------------- ------------------------ --------- -----------------
Orlando Premium Outlets - Bass Store                Orlando                  FL        0043-6720BZ
--------------------------------------------------- ------------------------ --------- -----------------
Orlando Premium Outlets - Food Court                Orlando                  FL        0017-6720BZ
--------------------------------------------------- ------------------------ --------- -----------------
Orlando Premium Outlets - Nike Store                Orlando                  FL        0045-6720BZ
--------------------------------------------------- ------------------------ --------- -----------------
Six Flags New England - Sky Coaster                 Agawam                   MA        0069-6720BZ
--------------------------------------------------- ------------------------ --------- -----------------
Six Flags New England - Water Park                  Agawam                   MA        0032-6720BZ
--------------------------------------------------- ------------------------ --------- -----------------
Sports Plus Cincinnati - Birthday Partytown         Cincinnati               OH        0064-6720BZ
--------------------------------------------------- ------------------------ --------- -----------------
Sports Plus Cincinnati - Ice Rink Food Court        Cincinnati               OH        0029-6720BZ
--------------------------------------------------- ------------------------ --------- -----------------
Super Bowl - Front Entrance                         Canton                   mi        0056-6720BZ
--------------------------------------------------- ------------------------ --------- -----------------
Traders Village - Marketplace                       Grand Prairie            TX        0047-6720BZ
--------------------------------------------------- ------------------------ --------- -----------------
Vanderbilt University - Stadium                     Nashville                TN        0054-6720BZ
--------------------------------------------------- ------------------------ --------- -----------------
MCCS - Kaneohe Bay-GC                               Kaneohe Bay              HI        0022-6720BZ
--------------------------------------------------- ------------------------ --------- -----------------
MCCS-Kaneohe Bay-TLF                                Kaneohe BaV              HI        0038-6720BZ
--------------------------------------------------- ------------------------ --------- -----------------
MCCS-Kaneohe Bay-Bldg. 1698                         Kaneohe Bay              Hl        0062-6720BZ
--------------------------------------------------- ------------------------ --------- -----------------

--------------------------------------------------- ------------------------ --------- -----------------

--------------------------------------------------- ------------------------ --------- -----------------

--------------------------------------------------- ------------------------ --------- -----------------
</TABLE>

Stitch Networks Corporation

/S/ Daniel Kearney
-----------------------------------
Daniel Kearney
Vice President & General Counsel


<PAGE>

US BANCORP.                                         EQUIPMENT ACCEPTANCE AND
                                               AUTHORIZATION TO PAY PROCEEDS
EQUIPMENT FINANCE                                         AND LOAN AMENDMENT

                                           Schedule Number -00 1-00 15769-003

To: U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing
& Financial

Re:  Schedule to Master Loan  Agreement  dated as  of_____________________  (the
"Agreement")  between U.S. Bancorp Equipment  Finance,  Inc.,  formerly known as
U.S.  Bancorp  Leasing &  Financial,  as  Secured  Party,  and  Stitch  Networks
Corporation, as Debtor.

YOU ARE HEREBY  AUTHORIZED to disburse the proceeds of the loan evidenced by the
Agreement as follows for the purchase of the personal  property  specified  (the
"Collateral"):

Various items of Film Product Dispensing Vending Machines

TOGETHER  WITH ALL  REPLACEMENTS,  PARTS,  REPAIRS,  ADDITIONS,  ACCESSIONS  AND
ACCESSORIES  INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.

TOTAL AMOUNT TO BE DISBURSED

YOU ARE  HEREBY  FURTHER  AUTHORIZED  to  insert  in the  Agreement  the date of
disbursement  of funds under this  Authorization  as the  Effective  Date of the
Agreement.

WE HEREBY CERTIFY AND  ACKNOWLEDGE FOR THE BENEFIT OF SECURED PARTY THAT: a) the
Collateral  has been  delivered  to us;  b) any  necessary  installation  of the
Collateral has been fully and satisfactorily performed; c) after full inspection
thereof, we have accepted the Collateral for all purposes as of the date hereof,
d) upon the  disbursement  of the proceeds of the loan as set forth  above,  the
Secured Party will have fully and  satisfactorily  satisfied all its obligations
under the  Agreement;  e) any and all  conditions  to the  effectiveness  of the
Agreement or to our obligations  under the Agreement have been satisfied;  f) we
have no defenses, Set offs or counterclaims to any such obligations; and, g) the
Agreement is in full force and effect.

WE HEREBY  REPRESENT  AND WARRANT FOR THE BENEFIT OF SECURED  PARTY THAT: a) any
right we may have now or in the future to reject the Collateral or to revoke our
acceptance thereof has ten-ninated as of the date hereof, b) we hereby waive any
such right;  c) the date of this  Authorization  is the earliest date upon which
the certifications, acknowledgments,  representations and warranties made herein
could be correctly  and properly  made. We hereby  acknowledge  that the Secured
Party is relying on this Authorization as a condition to disbursing the proceeds
of the loan as set forth above.

IN WITNESS  WHEREOF,  we have  executed this  Certificate  as of the 25th day of
September, 2001.

Upon satisfactory installation and
Delivery please sign, date and return to:

U.S. Bancorp Equipment Finance,  Inc.,    Stitch Networks Corporation
formerly known as U.S. Bancorp Leasing &
Financial                                 /S/ Daniel Kearney
PO Box 2177                               ------------------------------
7659 S.W. Mohawk Street                   Daniel Kearney
Tualatin, OR 97062                        Vice President'& General counsel

4/00

<PAGE>



US BANCORP

EQUIPMENT FINANCE

September 25, 2001

Mr. Chris Keane
Stitch Networks
500 North Walnut Road
Kennett Square, PA 19348

Dear Mr. Keane:

Enclosed for execution is the Schedule to Loan Agreement with related documents.
Please have them signed and dated as indicated.

PLEASE RETURN ALL SIGNED DOCUMENTS TO US BY SEPTEMBER 26, 2001.

Our address is:
U.S.  Bancorp  Equipment  Finance - CNBB0320
91817 th St., 3d Floor
Denver,  CO 80202

Our FED-EX account number is 1029-3990-5.

If you have any  questions,  please  call me at (303)  585-4323  or Doug Otto at
(402) 399-2723.

On behalf of US BANCORP Equipment  Finance,  we appreciate the opportunity to be
of service.

Sincerely,

Laura Van Marter
Lease Associate


<PAGE>



  LOAN AMENDMENT, IF APPLICABLE (MAY BE DISCARDED IF NO AMENDMENT IS NECESSARY)

This Amendment pertains to Schedule Number  -001-0015769-003 for the Schedule to
Master Loan  Agreement,  dated as of September  21, 2001,  between U.S.  Bancorp
Equipment Finance,  Inc.,  formerly known as U.S. Bancorp Leasing & Financial as
Secured Party and Stitch Networks Corporation as Debtor (the "Agreernent"):

TO  THE  EXTENT  THAT  THE  INFORMATION  SET  FORTH  IN THE  AGREEMENT  REQUIRES
MODIFICATION,  SUBJECT TO THE APPROVAL OF SECURED PARTY, THE AGREEMENT IS HEREBY
AMENDED AS FOLLOWS:

The monthly installment is $________________________

The total amount financed is $______________________

The model/serial number of the Collateral is__________________

The first monthly installment is due on___________________________

Other:_______________________________________________________________________

_____________________________________________________________________________

All provisions of the Agreement other than those which are inconsistent with the
provisions  of  this  Amendment  are  hereby  ratified  and  confirmed.   If  no
information  has been inserted  above,  the terms of the Agreement  shall remain
unchanged.

IN WITNESS  WHEREOF,  we have executed this Amendment as of the  _______________
day of_______________, 20___.

                   [EXECUTION OF THIS PAGE IS ONLY REQUIRED IF
                 AMENDMENT INFORMATION RAS BEEN INSERTED ABOVE]
<TABLE>
<CAPTION>

<S>                                                                 <C>
If execution is required, please sign, date and return              Stitch Networks Corporation
this page along with Page One of this Certificate to:
'U.S. Bancorp Equipment Finance, Inc., formerly known as U.S.
Bancorp Leasing & Financial                                         By:_____________________________
PO Box 2177                                                         Daniel Kearney
7659 S.W. Mohawk Street                                             Vice President & General Counsel
Tualatin, OR 97062
</TABLE>

AMENDMENTS TO THE AGREEMENT AS SET FORTH ABOVE
ARE  ACKNOWLEDGED AND APPROVED BY SECURED PARTY.

U.S. Bancorp Equipment Finance,  Inc.,  formerly known as U.S. Bancorp Leasing &
Financial

By:
-------------------------------------
An Authorized Officer Thereof

4/00


<PAGE>



AMORTIZATION SCHEDULE -US BANCORP NEW SCHEDULE #2

                                                                TOTAL
AMOUNT                     94,529.54        0.00               94,529.54
Annual Rate - Effective        7.940%       0.00%
(Effective)
Monthly Rate                0.0066167  0.0000000
Period (Months)                    36         36
Commence                      9/28101
First Payrnent                9128101
Monthly Payment            ($2,959.60)                        (2,959.60)
Payment Per Bank            $2,959.63
(Stated Rate 7.94%)
Excess Mnthly Pmt               $0.03

                      Period      Beg Ball   Principal   End BAl   Interest

                           1     94,529.54   ($2,334.16) 92,195.38    625.47
                           2     92,195.38   ($2,349.60) 69,845.78    610.03
                           3     89.845.78   ($2.365.15) 87,480.63    594.48
                           4     87,480.63   ($2,360.80) 85,099.83    578.83
                           5     85,099.83   ($2,396.55) 82,703.27    563.08
                           6     82,703-27   ($2,412.41) 80,290.86    547.22
                           7     80,290.86   ($2,428.37) 77,862.49    531.26
                           8     77,862.49   ($2.444.44) 75,418.05    515.19
                           9     75.418.05   (S2,460.61) 72,957.44    499.02
                          10     72,957.44   ($2,476.89) 70.480.54    482.74
                          11     70.480.54   ($2.493.28) 67,987.26    466.35
                          12     67,987.26   (S2,509.78) 65,477.48    449.85
                          13     65.477.48   ($2,526.39) 62,951.09    433.24
                          14     62,951.09   ($2,543.10) 60,407.99    416.53
                          15     60,407.99   ($2,559.93) 57,848.06    399.70
                          16     57,848.06   ($2,576.87) 55,271.19    382.76
                          17     55.271.19   (S2,593.92) 52,677.27    365.71
                          18     52,677.27   ($2,611.08) 50,066.19    348.55
                          19     50,066.19   ($2,628.36) 47,437.83    331.27
                          20     47,437.83   ($2,645.75) 44,792.08    313.88
                          21     44,792.08   ($2,663.26) 42,128.82    296.37
                          22     42,128.82   ($2,680.88) 39,447.94    278.75
                          23     39,447.94   ($2,698.62) 36,749.33    261.01
                          24     36,749.33   ($2,716 .47)34,032.86    243.16
                          25     34.032.86   (S2,734.45) 31,298.41    225.18
                          26     31,298.41   ($2,752.54) 28,545.87    207.09
                          27     28,545.87   ($2.770.75) 25,775.12    188.88
                          28     25,775.12   (S2,789~08) 22,986.04    170.55
                          29     22,986.04   (52,807,54) 20,178.50    152.09
                          30     20,178.50   ($2,826.12) 17,352-38    133.51
                          31     17,352.38   (S2,844.82) 14.507.57    114.81
                          32     14,507.57   ($2,863.64) 11,643.93     95.99
                          33     11,643.93   (S2.882.59) 8,761.34      77.04
                          34      8,761.34   ($2,901.66) 5.859.68      57.97
                          35      5,859.68   ($2,920.86) 2,938.82      38.77
                          36      2,938.82   ($2,940.18)  (1.36)       19.45

                                Loan Amortization

                       9/25/01 USBancorp - New - Sched 2

LoanArnortUSBncrpSched2.xls


<PAGE>



Stitch Networks Corporation
US Bancorp $1.5 Million Commitment
Draws/Schedules
Original Date May 22, 2001

Date                Amount             Comments
6/29/01            $97,600.00
7/6/01             $54,900.00
8/15/01            $52,969.53
8/2161             $35,438.74

                                   Scheduled 8/29/01- $240,908.27

8/29/01            $200,000.00     Scheduled 8/29/01 - Used Vendors
9/5/01             $61,795.01
9/19/01            $32,734.53

Scheduled 9/28/01  $94,529.54




9/25/01                                                   USBancDraws.xls


<PAGE>



USBANCORN.
                                                       SCHEDULE TO MASTER LOAN
                                                                     AGREEMENT
EQUIPMENT FINANCE
                           Stitch Networks Corporation
                              500 North Walnut Road
                            Kennett Square, PA 19348

$170,884.78         Effective Date 12/20/01    Schedule Number -001-0015769-004

1. THIS SCHEDULE is made between Stitch Networks Corporation as Debtor, and U.S.
Bancorp  Equipment  Finance,  Inc.,  formerly  known as U.S.  Bancorp  Leasing &
Financial, (which, together with its successors and assigns, shall be called the
"Secured  Party") pursuant to the Master Loan Agreement dated as of May 22, 2001
between  Debtor and  Secured  Party (the "Loan  Agreement")  the ten-ns of which
(including  the  definitions)  are  incorporated  herein.  The terms of the Loan
Agreement and this Schedule  together  shall  constitute a separate  instrument.
Capitalized  terms  used but not  defined  herein  are used with the  respective
meanings  specified in the Loan Agreement.  If any terms hereof are inconsistent
with the terms of the Loan Agreement, the terms here of shall prevail.

2. For value  received,  Debtor  hereby  promises to pay to the order of Secured
Party the principal  amount of One Hundred Seventy Thousand Eight Hundred Eighty
Four Dollars and 78/100 Dollars (S 170,884.78)  with interest on any outstanding
principal balance at the rate(s) specified herein from the Effective Date hereof
until  this  Schedule  shall  have  been  paid in full in  accordance  with  the
following  payment  schedule:  Thirty  Six (36)  installments  in the  amount of
S5,327.07 each including the entire amount of interest  accrued on this Schedule
at the time of  payment  of each  installment.  The first  payment  shall be due
January  20,  2001  and a like  payment  shall  be due on the  same  day of each
succeeding  month  thereafter  until the entire principal and interest have been
paid.  At the time of the final  installment  hereon,  all unpaid  principal and
interest  shall be due and owing.  As a result,  such final  installment  may be
substantially more or substantially less than the installments specified herein.
In addition, Debtor shall pay a pro rata interim payment in the amount of $68.17
beginning on the date of funding and continuing  until the Effective Date hereof
The interim payment shall be due and payable on the Effective Date.

3. Debtor  promises to pay interest on the principal  balance  outstanding  at a
rate of 7.65 percent per annum.

4. PAYMENT  ADJUSTMENT.  In the event that a Forward Rate Lock Agreement has not
been executed,  on the date of funding (the 'Adjustment Date') the interest rate
set forth herein and the installments due hereunder shall be recalculated  based
upon a change in the spot  rate for  36-month  U. S.  Bancorp's  Funds  Transfer
Pricing  Rate/Cost of Funds (the "Spot  Rate") from  December 13, 2001 until the
Adjustment  Date.  If, on the  Adjustment  Date,  the Spot Rate is greater  than
3.42%, then such interest rate and installments shall be adjusted accordingly to
reflect the actual rate.  Thereafter,  the interest rate and installments  shall
remain fixed during the Term hereof.  In no event shall the interest rate or the
installments be decreased.

5. Each of Debtor,  if more than one, and all other parties who at anytime maybe
liable hereon in any capacity,  hereby  jointly and severally  waive  diligence,
demand,  presentment,  presentment for payment,  protest,  notice of protest and
notice of dishonor of this Schedule,  and authorize the Secured  Party,  without
notice, to grant extensions in the time of payment of and reductions in the rate
of interest on any moneys owing on this Schedule.

6. The following  properly is hereby made  Collateral for all purposes under the
Loan Agreement:

Various items of Film Product Dispensing Vending Machines,

TOGETHER  WITH ALL  REPLACEMENTS,  PARTS,  REPAIRS,  ADDITIONS,  ACCESSIONS  AND
ACCESSORIES  INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.


<PAGE>


1.7. The Collateral hereunder shall be based at the following location(s):

See attached Exhibit A attached hereto and made a part hereof

IN WITNESS WHEREOF, Debtor has executed this Schedule this 25th day of September
, 2001.

U.S. Bancorp Equipment Finance, Inc.,            Stitch Networks Corporation
formerly known as U.S. Bancorp
Leasing & Financial

By:                                              By:/S/ Daniel Kearney
----------------------------------------         -----------------------------
An Authorized Officer Thereof                    Daniel Kearney
                                                 Vice President General Counsel


                            ADDRESS FOR ALL NOTICES:
                      PO Box 2177, 7659 S.W. Mohawk Street
                               Tualatin, OR 97062

<PAGE>



US BANCORP                                        EQUIPMENT ACCEPTANCE AND
                                             AUTHORIZATION TO PAY PROCEEDS
EQUIPMENT FINANCE                                       AND LOAN AMENDMENT

                                        Schedule Number -00 1-00 15769-004

To: U.S. BANCORP EQUIPMENT FINANCE, INC., FORMERLY KNOWN AS U.S. BANCORP LEASING
& FINANCIAL

Re:  Schedule to Master Loan  Agreement  dated as of 12/20/01 (the  "Agreement")
between U.S. BANCORP  EQUIPMENT  FINANCE,  INC.,  FORMERLY KNOWN AS U.S. BANCORP
LEASING & FINANCIAL,  as Secured  Party,  and STITCH  NETWORKS  CORPORATION,  as
Debtor.

YOU ARE HEREBY  AUTHORIZED TO DISBURSE THE proceeds of the loan evidenced by the
Agreement as follows for the purchase of the personal  property  specified  (the
"Collateral"):

$65,603.09                      DIXIE-NARCO, INC.
$105,281.69                     ROLL FROM INTERIM

VARIOUS ITEMS OF FILM PRODUCT DISPENSING VENDING MACHINES,

TOGETHER  WITH ALL  REPLACEMENTS,  PARTS,  REPAIRS,  ADDITIONS,  ACCESSIONS  AND
ACCESSORIES  INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.

TOTAL AMOUNT TO BE DISBURSED               $170,884.78

YOU ARE  HEREBY  FURTHER  AUTHORIZED  TO  insert  in the  Agreement  the date of
disbursement  of funds under this  Authorization  as the  Effective  Date of the
Agreement.

WE HEREBY CERTIFY AND  ACKNOWLEDGE FOR THE BENEFIT OF SECURED PARTY THAT: a) THE
COLLATERAL  has been  delivered  to us;  b) any  necessary  installation  of the
Collateral has been fully and satisfactorily performed; c) after full inspection
thereof,  we have  accepted  the  Collateral  for all  purposes  as of the  date
hereof-,  d) upon the  disbursement  of the  proceeds  of the loan as set  forth
above,  the Secured Party will have fully and  satisfactorily  satisfied all its
obligations under the Agreement;  e) any and all conditions to the effectiveness
of the Agreement or to our obligations  under the Agreement have been satisfied;
f) we have no defenses, set-offs or counterclaims to any such obligations;  and,
g) the Agreement is in full force and effect.

WE HEREBY  REPRESENT  AND WARRANT FOR THE BENEFIT OF SECURED  PARTY THAT: a) any
right we may have now or in the future to reject the Collateral or to revoke our
acceptance  thereof has terminated as of the date hereof, b) we hereby waive any
such right;  c) the date of this  Authorization  is the earliest date upon which
the certifications, acknowledgments,  representations and warranties made herein
could be correctly  and property  made. We hereby  acknowledge  that the Secured
Party is relying on this Authorization as a condition to disbursing the proceeds
of the loan as set forth above.

IN WITNESS  WHEREOF,  we have  executed this  Certificate  as of the 18th day of
December, 2001.

Upon satisfactory installation and
Delivery please sign, date and return to:

U.S. Bancorp Equipment Finance,  Inc.,    Stitch Networks Corporation
formerly known as U.S. Bancorp Leasing &
Financial                                 /S/ Daniel Kearney
PO Box 2177                               ------------------------------
7659 S.W. Mohawk Street                   Daniel Kearney
Tualatin, OR 97062                        Vice President'& General counsel

4/00

<PAGE>



  LOAN AMENDMENT, IF APPLICABLE (May Be DISCARDED If No Amendment Is Necessary

This Amendment pertains to Schedule Number  -001-0015769-004 for the Schedule to
Master Loan  Agreement,  dated as of December  17, 2001,  between  U.S.  Bancorp
Equipment Finance,  Inc.,  formerly known as U.S. Bancorp Leasing & Financial as
Secured Party and Stitch Networks Corporation as Debtor (the Agreement

TO  THE  EXTENT  THAT  THE  INFORMATION  SET  FORTH  IN THE  AGREEMENT  REQUIRES
MODIFICATION,  SUBJECT TO THE APPROVAL OF SECURED PARTY, THE AGREEMENT IS HEREBY
AMENDED AS FOLLOWS:

The monthly installment is $_________________________

The total amount financed is $_______________________

The model/serial number of the Collateral is___________________________

The first monthly installment is due on________________________________

Other:________________________________________________________________________

______________________________________________________________________________

All provisions of the Agreement other than those which are inconsistent with the
provisions  of  this  Amendment  are  hereby  ratified  and  confirmed.   If  no
information  has been inserted  above,  the terms of the Agreement  shall remain
unchanged.

IN WITNESS WHEREOF, we have executed this Amendment as of  the__________________
day of___________________ 20_________.

                   [EXECUTION OF THIS PAGE IS ONLY REQUIRED IF
                 AMENDMENT INFORMATION HAS BEEN INSERTED ABOVE]

<TABLE>
<CAPTION>
<S>                                                                 <C>
If execution is required, please sign, date and return              Stitch Networks Corporation
this page along with Page One of this Certificate to:
U.S. Bancorp Equipment Finance, Inc., formerly known as U.S.
Bancorp Leasing & Financial                                         By:
PO Box 2177                                                         Daniel Kearney
7659 S.W. Mohawk Street                                             Vice President & General Counsel
Tualatin, OR 97062
</TABLE>

AMENDMENTS TO THE AGREEMENT AS SET FORTH ABOVE ARE  ACKNOWLEDGED AND APPROVED BY
SECURED PARTY.

U.S. Bancorp Equipment Finance,  Inc.,
formerly known as U.S. Bancorp Leasing & Financial

By:
-------------------------------------
All Authorized Officer Thereof


<PAGE>



US BANCORP
                                                               EXHIBIT "A"

EQUIPMENT FINANCE

                                          Schedule Number -001-0015769-004

Reference  is made to that  certain  Master  Lease  Agreement,  or  Master  Loan
Agreement  dated  May 22,  2001,  and  Schedule  dated  December  17,  2001 (the
"Agreements")  wherein U.S. BANCORP EQUIPMENT FINANCE,  INC.,  FORMERLY KNOWN AS
U.S. BANCORP LEASING & FINANCIAL is the Lessor/Secured Party and Stitch Networks
Corporation is the Lessee/Debtor.

The "Property" and/or  "Collateral" (as defined and used in the above Agreements
and any and all related documents) shall be located at the following addresses:

<TABLE>
<CAPTION>
                    Location                              City          State         Serial Number
<S>                 <C>                                   <C>           <C>            <C>
--------------------------------------------------------------------------------------------------------------
Africa Trail/Safari Snacks - Phoenix Zoo                 Phoenix              AZ             6749/0577
--------------------------------------------------------------------------------------------------------------
Airport Ice Arena - Front Lobby                          Moon Twp.            PA             0597-6749
--------------------------------------------------------------------------------------------------------------
Alliant Energy Center                                    Madison              Ml             6749/0574
--------------------------------------------------------------------------------------------------------------
Blast Off! LLC - Lobby                                   Idaho Falls          ID             6749/0572
--------------------------------------------------------------------------------------------------------------
Brandon Crossroads Bowl                                  Tampa                FL             6749/0595
--------------------------------------------------------------------------------------------------------------
Celebrity Theatre - Upstairs Entrance                    Phoenix              AZ            0003-6720BZ
--------------------------------------------------------------------------------------------------------------
Chicago Children's Museum - Coat Check Room              Chicago              IL            0591-6749CZ
--------------------------------------------------------------------------------------------------------------
DeKalb Medical Center - Labor and Delivery               Deratur              GA            0019-6720BZ
--------------------------------------------------------------------------------------------------------------
Echo Bowl - Birthday Room                                Glendale             W1            0010-6720BZ
--------------------------------------------------------------------------------------------------------------
Funway Arcade                                            Batavia              IL             6749/0599
--------------------------------------------------------------------------------------------------------------
Harmony Farm - Phoenix Zoo                               Phoenix              AZ             6749/0576
--------------------------------------------------------------------------------------------------------------
Hearnes Center Arena Concourse                           Columbia             MO             6749/0580
--------------------------------------------------------------------------------------------------------------
Homewood Suites - Lobby                                  Orlando              FL            0036-6720BZ
--------------------------------------------------------------------------------------------------------------
Illusionz, LLC - Caf6                                    Issaquah             WA             6749/0573
--------------------------------------------------------------------------------------------------------------
Jeepers - Lansing, IL                                    Lansing              IL            0678-6750DZ
--------------------------------------------------------------------------------------------------------------
Jeepers - Mesa, AZ                                       Mesa                 AZ            0669-6750DZ
--------------------------------------------------------------------------------------------------------------
Jeepers - Roseville                                      Roseville            Ml            0657-6750DZ
--------------------------------------------------------------------------------------------------------------
Jeepers! Great Lake Crossing                             Ashburn Hills        Ml             6749/0587
--------------------------------------------------------------------------------------------------------------
Jeepers! Norridge                                        Norridge             IL             6749/0578
--------------------------------------------------------------------------------------------------------------
Jungle Queen Village                                     Ft.                  FL            0039-6720BZ
                                                         Lauderdale
--------------------------------------------------------------------------------------------------------------
Jungleland Zoo - Rainforest Show                         Kissimmee            FL            0066-6720BZ
--------------------------------------------------------------------------------------------------------------
Kart 2 Kart                                              Sterling             Ml             6749/0588
                                                         Heights
--------------------------------------------------------------------------------------------------------------
Kellogg's Cereal City USA                                Battle Creek         Ml             6749/0593
--------------------------------------------------------------------------------------------------------------
Kids at Work Room - Discovery Museum &                   Bridgeport           CT            0585-6749CZ
Planetarium
--------------------------------------------------------------------------------------------------------------
Lackland AFB                                             San Antonio          TX            0067-6720BZ
--------------------------------------------------------------------------------------------------------------
Lake Crystal Area Recreational Center                    Lake Crystal         MN            0670-6750BZ
--------------------------------------------------------------------------------------------------------------
Lancaster City Park - Lobby                              Lancaster            CA            0586-6749BZ
--------------------------------------------------------------------------------------------------------------
Lancaster City Park - Soccer Center                      Lancaster            CA            0590-6749CZ
--------------------------------------------------------------------------------------------------------------
Little River Zoo - Gift Shop                             Norman               OK            0001-6720BZ
--------------------------------------------------------------------------------------------------------------
Lombardi Motel                                           Green Bay            W1            0012-6720BZ
--------------------------------------------------------------------------------------------------------------
Mercy Maternity Center - Waiting Room                    Mecklenburg          NC             0582-6749
--------------------------------------------------------------------------------------------------------------
Merlado At Lilo - Phoenix Zoo                            Phoenix              AZ             6749/0583
--------------------------------------------------------------------------------------------------------------
Miller Park Zoo - Carousel                               Bloomington          IL            0600-6749CZ
--------------------------------------------------------------------------------------------------------------
Northrock Lanes - Game Room                              Wichita              KS             0579-6749
--------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


<TABLE>
<CAPTION>
                    Location                              City          State         Serial Number
<S>                 <C>                                   <C>           <C>            <C>
---------------------------------------------------------- -------------- ------------- ----------------------
Pima Air & Space Museum - Gift Shop                        Tucson              AZ            0074-6720BZ
---------------------------------------------------------- -------------- ------------- ----------------------
Pima Air & Space Museum - Presidential Circle              Tucson              AZ            0018-6720BZ
---------------------------------------------------------- -------------- ------------- ----------------------
Radisson Bahia Mar - Jungle Queen Box Office               Ft.                 FL            0031-6720BZ
                                                           Lauderdale
---------------------------------------------------------- -------------- ------------- ----------------------
Savannah Int'l Trade and Convention Center                 Savannah            GA            0040-6720BZ
---------------------------------------------------------- -------------- ------------- ----------------------
Shelter Pointe Hotel - Marina Walkway                      San Diego           CA            0004-6720BZ
---------------------------------------------------------- -------------- ------------- ----------------------
Southern Mississippi Basketball Arena                      Hattiesburg         MS            0005-6720BZ
---------------------------------------------------------- -------------- ------------- ----------------------
Sunset Lanes                                               St. Louis           MO             6749/0575
---------------------------------------------------------- -------------- ------------- ----------------------
Tangers Outlet                                             Kittery             ME            0592-6749BZ
---------------------------------------------------------- -------------- ------------- ----------------------
Tangers Outlet - Dalton, GA                                Dalton              GA             674910596
---------------------------------------------------------- -------------- ------------- ----------------------
Tangers Outlets - Bass Store                               Ft. Myers           FL            0006-6720BZ
---------------------------------------------------------- -------------- ------------- ----------------------
The Point at Cal Expo                                      Sacramento          CA             6749/0594
---------------------------------------------------------- -------------- ------------- ----------------------
University of Utah - Ray Olpin Union                       Salt Lake           UT            0057-6720BZ
                                                           City
---------------------------------------------------------- -------------- ------------- ----------------------
Woman's Hospital Labor & Delivery - Waiting Room           Baton Rouge         LA             6749/0598
---------------------------------------------------------- -------------- ------------- ----------------------
</TABLE>

U.S. Bancorp  Equipment  Finance,  Inc.,       U.S. Stitch Networks Corporation
formerly known as US Bancorp                   [Lessee/Debtor)
Leasing & Financial
[Lessor/Secured Party]
                                               By:
                                                 ------------------------------
By:                                            Daniel Kearney
   --------------------------------------
An authorized officer thereof                  Vice President & General Counsel
4/00


<PAGE>

USBANCORP                                              INSURANCE AUTHORIZATION
LEASING & FINANCIAL                                           AND VERIFICATION

Date:                 December 17, 2001
                      Schedule Number-001-0015769-004

To:                   Stitch Networks Corporation (the "Customer")
                      500 North Walnut Road, Kennett Square, PA 19348

From:                 U.S. Bancorp Leasing & Financial ("Creditor")
                      PO Box 2177, 7659 S.W. Mohawk Street
                      Tualatin, OR 97062


TO THE  CUSTOMER:  Please  execute  below and return this to  Creditor  withyour
docunment  package.  Creditor will fax this document to your insurance agent for
verification.

In connection with one or more financing  arrangements,  Creditor  requires that
its insurable interest in the financed property (the "Property") be described as
"Creditor and its successors and assigns shall be covered as Additional  Insured
and Loss Payee with regard to all equipment  financed or leased by Policy Holder
through or from  Creditor."  The  required  coverage  must  include,  but is not
limited to, fire, extended coverage,  vandalism, theft and general liability. If
such coverage is not provided within 15 days, we have the right to purchase such
insurance at your expense.  Should you have any  questions,  please  contact our
Insurance Department at (503) 797-0277.

Customer authorizes the Agent named below: 1) TO COMPLETE AND RETURN THIS LETTER
AS INDICATED;  AND 2) TO ENDORSE THE policy and  subsequent  renewals to reflect
the required coverage.

Agent:    Insurance & Financial Services, Ltd. Stitch Networks Corporation
Address:  664 Yorklyn Road, P.O. Box 970
          Hockessin,DE 19707-0970              By:_____________________________
Phone:    (302)-239-2355                       DANIEL Kearney
Fax:      (302)-239-5722                       Vice President & General counsel
E-Mail

TO THE AGENT: In lieu of providing a certificate,  please execute this letter in
the space below and promptly fax it to Creditor at (503) 797-0287.

Agent hereby verifies that the above requirements have been met in regard to the
Property listed below.

Print Name Of Agency:

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

Print Name__________________________           Date:___________________________


Property Description:

Various items of Film Product  Dispensing  Vending  Machines,  TOGETHER WITH ALL
REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED
THEREIN  OR  AFFIXED  OR  ATTACHED  THERETO  AND  ANY AND  ALL  PROCEEDS  OF THE
FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.

Insurable Value: S170,884.78
5/01

<PAGE>



USBANCORP

Equipment Finance

PO Box2177, 7659 S.W. Mohawk Street
Tualatin, OR 97062

January 2, 2002

Daniel Kearney
Stitch Networks Corporation
500 North Walnut Road
Kennett Square, PA 19348

RE Stitch Networks Corporation
-001-0015769-004

Dear Daniel Kearney

A RECENT  REVIEW of our files  indicates  that there needs to be a correction to
the  Schedule  to Master Loan  Agreement  associated  with the above  referenced
schedule.  Such  document(s)is/are  hereby deemed to be amended in the following
way:

The first payment as shown in paragraph two (2) should read "January 20, 2002"

Unless we hear  otherwise  from you  within 15 days of the date of this  letter,
this change becomes effective immediately.

All other terms of the document(s) remain in full force and effect.

If you have any questions, please call me at (800) 253-3468 Ext. 464.

Very truly yours,

Gloria Brogan
Documentation Specialist
5/00


<PAGE>



US BANCORP
                                  EXHIBIT "A"


EQUIPMENT FINANCE

                                             Schedule Number -00 1-00 15769-007

Reference  is made to that  certain  Master  Lease  Agreement,  or  Master  Loan
Agreement   dated  May  22,  2001,  and  Schedule  dated  March  26,  2002  (the
"Agreements")  wherein U.S. Bancorp Equipment Finance,  Inc.,  formerly known as
U.S. Bancorp Leasing & Financial is the Lessor/Secured Party and Stitch Networks
Corporation is the Lessee/Debtor.

The "Property" and/or  "Collateral" (as defined and used in the above Agreements
and any and all related documents) includes the following:

Film Product  Dispensing  Vending Machines;  See EXHIBIT "A" ATTACHED hereto AND
MADE A PART HEREOF;

<TABLE>
<CAPTION>
    LOCATION                                              CITY                  State     Type     Serial Number
--------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                  <C>         <C>      <C>
Moreys Piers - Moreys - 26 St. Pier                       Wildwood                 NJ     600E        1382-6459AW
--------------------------------------------------------------------------------------------------------------------------
Tangers Outlet - Lancaster, PA                            Lancaster                PA     600E        1391-6459AW
--------------------------------------------------------------------------------------------------------------------------
S.J. Karting Center - Dining Room                         Indianapolis             IN     600E        1414-6459AW
--------------------------------------------------------------------------------------------------------------------------
Whooper's World of Fun - Vending Area                     Jeffersonville           IN     600E        1420-6459AW
--------------------------------------------------------------------------------------------------------------------------
Moreys Pier - Mariner's                                   Wildwood                 NJ     600E        4062-6469BW
--------------------------------------------------------------------------------------------------------------------------
Morey's Piers - Wild Wheels                               Wildwood                 NJ     600E        4081-6469BW
--------------------------------------------------------------------------------------------------------------------------
Splash Zone Interactive Water Park                        Wildwood                 NJ     600E        4090-6469BW
--------------------------------------------------------------------------------------------------------------------------
PHL Zoo - Rare Animal House                               Philadelphi              PA     600E        4086-6469BW
---------------------------------------------------------------------------------------------------------------------------
Fuddruckers                                               Parsippany               NJ     501E        0044-6720BZ
---------------------------------------------------------------------------------------------------------------------------
Sleep Inn - Scottsdale                                    Scottsdale               AZ     501E        0068-6720BZ
---------------------------------------------------------------------------------------------------------------------------
Museum of Life and Science - Main Museum Bldg             Durham                   NC     501E        0689-6750BZ
---------------------------------------------------------------------------------------------------------------------------
Celebration Station - Tampa                               Tampa                    FL     501E        0694-6750
---------------------------------------------------------------------------------------------------------------------------
Quality Inn and Suites                                    San Antonio              TX     501E        6750-0662BZ
---------------------------------------------------------------------------------------------------------------------------
USA Children and Womens Hospital                          Mobile                   AL     501E        6750-0663BZ
---------------------------------------------------------------------------------------------------------------------------
Econolodge at Lackland                                    San Antonio              TX     501E        6750-0666BZ
---------------------------------------------------------------------------------------------------------------------------
Sci-Trek                                                  Atlanta                  GA     501E        6750-0674BZ
---------------------------------------------------------------------------------------------------------------------------
Museum of Life and Science - Butterfly House              Durham                   NC     501E        6750-0686BZ
---------------------------------------------------------------------------------------------------------------------------
Junction Lanes                                            Newnan                   GA     501E        6750-0699BZ
---------------------------------------------------------------------------------------------------------------------------
Jeepers - Southfield, Ml                                  Southfield               Ml     501E        6750-0668
---------------------------------------------------------------------------------------------------------------------------
Stitch Warehouse                                          Newark                   DE     501E        6754-0181
---------------------------------------------------------------------------------------------------------------------------
Stitch Warehouse                                          Newark                   DE     501E        6754-0191
---------------------------------------------------------------------------------------------------------------------------
Stitch Warehouse                                          Newark                   DE     501E        6754-0192
---------------------------------------------------------------------------------------------------------------------------
Stitch Warehouse                                          Newark                   DE     501E        6754-0193
---------------------------------------------------------------------------------------------------------------------------
Stitch Warehouse                                          Newark                   DE     501E        6754-0197
---------------------------------------------------------------------------------------------------------------------------
Stitch Warehouse                                          Newark                   DE     501E        6754-0198
---------------------------------------------------------------------------------------------------------------------------
Stitch Warehouse                                          Newark                   DE     501E        6754-0200
---------------------------------------------------------------------------------------------------------------------------
Stitch Warehouse                                          Newark                   DE     501E        6754-0201
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

TOGETHER  WITH ALL  REPLACEMENTS,  PARTS,  REPAIRS,  ADDITIONS,  ACCESSIONS  AND
ACCESSORIES  INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION INSURANCE RECOVERIES.

<TABLE>
<CAPTION>
<S>                                                                   <C>
U.S. Bancorp  Equipment  Finance,  Inc.,  formerly known as U.S.      Stitch Networks
Corporation Bancorp Leasing & Financial                              (Lessee/Debtor)
[Lessor/Secured Party]                                                By:
                                                                      ---------------------------------
By:                                                                   Daniel Kearney
   -----------------------------------------------
An authorized officer thereof                                         Vice President & General Counsel

</TABLE>




<PAGE>

                                  GREAT AMERICA
                              INSURANCE COMPANIES

                                  CHANGE RIDER




To be attached to and form a part of Bond No. 5618559 dated JUNE 4 2001 , in the
amount of one million Five Hundred Thousand and 00/100  ($1,500,000.00)  Dollars
executed by Stitch  Networks,  Inc. as Principal,  and GREAT AMERICAN  INSURANCE
COMPANY,  as Surety,  and in favor of u. S.  Bankcorp  Leasing and  Financing as
Obligee.

It is agreed that the following changes be made in the attached bond:

"The  termination  of the Surety Bond will be the earlier of full payment of the
loan or April 30, 2005, whichever occurs first."


Effective: January 15, 2001

Provided,  however,  that the  attached  bond as changed by this Rider  shall be
subject  to all  its  agreements,  conditions  and  limitations,  and  that  the
liability of the Surety under the attached  bond and under the attached  bond as
changed by this Rider shall not be cumulative.

ACCEPTED:                                 David J Kearney
                                          -----------------------------------

                                          By: Daniel J Kearney       V.P
                                          -----------------------------------
                                                                     Title

U.S. Bankcorp Leasing and
Financing                                 GREAT AMERICAN INSURANCE COMPANY
----------------------------------        -----------------------------------
                       (Obligee)

By:                                       By:
  -------------------------------         -----------------------------------
                        Title               William H. Hutto Attorney-in-Fact
  F9219g





<PAGE>



BANCORP                                            SCHEDULE TO MASTER LOAN
US BANCOR                                                        AGREEMENT

Equipment Finance

                           Stitch Networks Corporation
                              500 North Walnut Road
                            Kennett Square, PA 19348

S102,024.83     Effective Date January 18 , 2002 Schedule Number-001-0015769-005

1. THIS SCHEDULE.  IS made between STITCH  NETWORKS  CORPORATION AS Debtor,  and
U.S. BANCORP EQUIPMENT FINANCE,  INC.,  FORMERLY KNOWN as U.S. Bancorp Leasing &
Financial, (which, together with its successors and assigns, shall be called the
"Secured  Party") pursuant to the Master Loan Agreement dated as of May 22, 2001
between  Debtor and  Secured  Party (the "Loan  Agreement"),  the terms of which
(including  the  definitions)  are  incorporated  herein.  The terms of the Loan
Agreement and this Schedule  together  shall  constitute a separate  instrument.
Capitalized  terms  used but not  defined  herein  are used with the  respective
meanings  specified in the Loan Agreement.  If any terms hereof are inconsistent
with the terms of the Loan Agreement, the terms hereof shall prevail.

2. For value  received,  Debtor  hereby  promises to pay to the order of Secured
Party the principal  amount of One Hundred Two Thousand  Twenty Four dollars and
83/100 Dollars (S 102,024.83) with interest on any outstanding principal balance
at the rate(s)  specified  herein  from the  Effective  Date  hereof  until this
Schedule shall have been paid in full in accordance  with the following  payment
schedule:  Thirty  Five  (35)  installments  in the  amount  of  53,239.43  each
including the entire amount of interest  accrued on this Schedule at the time of
payment of each  installment.  The first  payment shall be due February 28, 2002
and a like  payment  shall  be due on the  same  day of  each  succeeding  month
thereafter  until the entire  principal and interest have been paid. At the time
of the final installment  hereon, all unpaid principal and interest shall be due
and owing.  As a result,  such final  installment may be  substantially  more or
substantially less than the installments  specified herein. In addition,  Debtor
shall pay a pro rata interim payment in the amount of S 107.98  beginning on the
date of funding and  continuing  until the  Effective  Date hereof.  The interim
payment shall be due and payable on the Effective Date.

3. Debtor  promises to pay interest on the principal  balance  outstanding  at a
rate of 7.18 percent per annum.

4. PAYMENT  ADJUSTMENT.  In the event that a Forward Rate Lock Agreement has not
been executed,  on the date of funding (the 'Adjustment Date') the interest rate
set forth herein and the installments due hereunder shall be recalculated  based
upon a change in the spot  rate for  36-month  U. S.  Bancorp's  Funds  Transfer
Pricing  Rate/Cost  of Funds (the "Spot  Rate")  from  January 7, 2002 until the
Adjustment  Date.  If, on the  Adjustment  Date,  the Spot Rate is greater  than
3.58%, then such interest rate and installments shall be adjusted accordingly to
reflect the actual rate.  Thereafter,  the interest rate and installments  shall
remain fixed during the Term hereof.  In no event shall the interest rate or the
installments be decreased.

5. Each of Debtor.  if more than one, and all other  parties who at any time may
be liable hereon in any capacity,  hereby jointly and severally waive diligence,
demand,  presentment,  presentment for payment,  protest,  notice of protest and
notice of dishonor of this Schedule,  and authorize the Secured  Party,  without
notice, to grant extensions in the time of payment of and reductions in the rate
of interest on any money. owing on 011, Schedule

6. The following  property is hereby made Collateral for all purposes  unnder
the loan Agreement

Various  Film  Product  Dispensing  Vending  Machines  as further  described  in
Collateral FILE;

TOGETHER  WITH ALL  REPLACEMENTS,  PARTS,  REPAIRS,  ADDITIONS,  ACCESSIONS  AND
ACCESSORIES  INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.


<PAGE>



7. The Collateral hereunder shall be based at the following location(s):

See Exhibit "A" attached hereto and made a part hereof

IN WITNESS  WHEREOF,  Debtor has executed this Schedule this 18th day of January
2002.

U.S.  Bancorp  Equipment  Finance,  Inc.,  formerly  known  as  Stitch  Networks
Corporation U.S. Bancorp Leasing & Financial

By:                                       By:
                                            ----------------------------------
--------------------------------
An Authorized Officer Thereof               Daniel Kearney
                                            Vice President & General Counsel


                            ADDRESS FOR ALL NOTICES:
                      PO Box 2177, 7659 S.W. Mohawk Street
                               Tualatin, OR 97062


<PAGE>



BANCORP                                                  EXHIBIT "A"

Equipment Finance                         Schedule Number -001-0015769-005



Reference  is made to that  certain  Master  Lease  Agreement,  or  Master  Loan
Agreement  dated  May 22,  2001,  and  Schedule  dated  January  17,  2002  (the
"Agreements")  wherein U.S. Bancorp Equipment Finance,  Inc.,  formerly known as
U.S. Bancorp Leasing & Financial is the Lessor/Secured Party and Stitch Networks
Corporation is the Lessee/Debtor.

The Equipment  Location (as defined and used in the above Agreements and any and
all related documents) includes the following:

<TABLE>
<CAPTION>

   -------------------------------------------------------------------------------------------------
<S>                                         <C>                   <C>    <C>        <C>
1  Acadiana Lanes                           Lafayette             LA     501 E       0659-6750DZ
   -------------------------------------------------------------------------------------------------
2  Charlotte Coliseum                       Charlotte             NC     501 E       0696-6750DZ
   -------------------------------------------------------------------------------------------------
3  Charlotte Convention Center              Charlotte             NC     501 E       0691-6750DZ
   -------------------------------------------------------------------------------------------------
4  Clematis Street News Stand               West Palm             FL     501 E       0681-6750DZ
                                            Beach
   -------------------------------------------------------------------------------------------------
5  Comfort Inn, N/w                         San Antonio           TX     501 E       0676-6750DZ
   -------------------------------------------------------------------------------------------------
6  Facto Stores of America                  Draper                UT     501 E       0671-6750BZ
   -------------------------------------------------------------------------------------------------
7  Facto Stores of America                  Mesa                  AZ     501 E       0693-6750DZ
   -------------------------------------------------------------------------------------------------
8  Grove Bowling Center                     San Diego, CA         CA     501 E       0661-6750DZ
  -------------------------------------------------------------------------------------------------
9  Jeepers - Glenside Heights               Glenside              IL     501 E       0697-6750DZ
                                            Heights
   -------------------------------------------------------------------------------------------------
10 Jeepers!                                 Nyack                 NY     501 E       0656-6750DZ
   -------------------------------------------------------------------------------------------------
11 Jeepers!                                 Phoenix               AZ     501 E        6750-0667
   -------------------------------------------------------------------------------------------------
12 Jeepers!                                 Livonia               MI     501 E       0687-6750BZ
   -------------------------------------------------------------------------------------------------
13 Joker's Family Fun & Games               Portland              ME     501E        0684-6750DZ
   -------------------------------------------------------------------------------------------------
14 Joker's Famil Fun & Games                Portsmouth            NH     501 E       0698-6750DZ
   -------------------------------------------------------------------------------------------------
15 Kodak Mobile Picture Planet              Mobile Truck          NY     501 E       0188-6754DZ
   -------------------------------------------------------------------------------------------------
16 Laser Storm                              Pittsburgh            PA     501 E       0682-6750DZ
   -------------------------------------------------------------------------------------------------
17 Massachusetts Information Center         Swansea               MA     501 E        0658-6750
   -------------------------------------------------------------------------------------------------
18 Mesker Park Zoo - Front Gate             Evansville, IN        IN     501 E       0680-6750DZ
   -------------------------------------------------------------------------------------------------
19 Mesker Park Zoo - Kley Bldg.             Evansville            IN     501 E       0664-6750DZ
   -------------------------------------------------------------------------------------------------
20 Mulligan Famil Fun Center                Murrieta              CA     501 E       0688-6750DZ
   -------------------------------------------------------------------------------------------------
21 N. Georgia Premium Outlets               Dawsonville           GA     501 E       6750-0672DZ
   -------------------------------------------------------------------------------------------------
22 Santa Cruz Boardwalk Arcade              Santa Cruz            CA     501 E       0660-6750DZ
   -------------------------------------------------------------------------------------------------
23 Skateland - pla daze                     Omaha, NE             NE     501 E       0695-6750DZ
   -------------------------------------------------------------------------------------------------
24 Sport Center                             Las Vegas             NV     501 E        6750-0675
   -------------------------------------------------------------------------------------------------
25 Tanger Outlet - Common Area              Gonzales              LA     501 E       0683-6750BZ
   -------------------------------------------------------------------------------------------------
26 Tan ers Outlets - Van Heusen             Ft. Myers             FL     501 E       6749-0589CZ
   -------------------------------------------------------------------------------------------------
27 The Jungle, Fun & Adventure              Glendale, AZ          AZ     501E        0673-6750DZ
   -------------------------------------------------------------------------------------------------
28 Waikele Premium Outlets                  Waipahu               HI     501 E       0700-6750DZ
   -------------------------------------------------------------------------------------------------
</TABLE>



U.S. Bancorp Equipment Finance,  Inc.,    Stitch network Corporation
formerly known as U.S.                    Lessee/debtor
Bancorp Leasing & Financial
[Lessor/Secured Party]


By:                                       By: /S/ Daniel Kearney
-----------------------------------         ------------------------------
An authorized officer thereof             Daniel Kearney
4/00                                      Vice President & General Counsel



<PAGE>



USBANCORP                                              EQUIPMENT ACCEPTANCE AND
                                                  AUTHORIZATION TO PAY PROCEEDS
-------------------                                          AND LOAN AMENDMENT
Equipment Finance
                                               Schedule Number -001-0015769-005

To: U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing
& Financial



Re:  Schedule  to  Master  Loan  Agreement  dated as of  January  I8.  2002 (the
"Agreement")  between U.S. Bancorp Equipment  Finance,  Inc.,  formerly known as
U.S.  Bancorp  Leasing &  Financial,  as  Secured  Party,  and  Stitch  Networks
Corporation, as Debtor.

YOU ARE HEREBY  AUTHORIZED to disburse the proceeds of the loan evidenced by the
Agreement as follows for the purchase of the personal  property  specified  (the
"Collateral"):

$102,024.83                                Dixie Narco

VARIOUS  FILM  PRODUCT  DISPENSING  VENDING  MACHINES  AS FURTHER  DESCRIBED  IN
COLLATERAL TILE;  TOGETHER WITH ALL  REPLACEMENTS,  PARTS,  REPAIRS,  ADDITIONS,
ACCESSIONS AND ACCESSORIES  INCORPORATED  THEREIN OR AFFIXED OR ATTACHED THERETO
AND  ANY AND ALL  PROCEEDS  OF THE  FOREGOING,  INCLUDING,  WITHOUT  LIMITATION,
INSURANCE RECOVERIES.

TOTAL AMOUNT TO BE DISBURSED              $102,024.83

YOU ARE  HEREBY  FURTHER  AUTHORIZED  to  insert  in the  Agreement  the date of
disbursement  of funds under this  Authorization  as the  Effective  Date of the
Agreement.

WE HEREBY CERTIFY AND  ACKNOWLEDGE FOR THE BENEFIT OF SECURED PARTY THAT: a) the
Collateral  has been  delivered  to us;  b) any  necessary  installation  of the
Collateral has been fully and satisfactorily performed; c) after full inspection
thereof, we have accepted the Collateral for all purposes as of the date hereof;
d) upon the  disbursement  of the proceeds of the loan as set forth  above,  the
Secured Party will have FULLY and  satisfactorily  satisfied all its obligations
under the  Agreement;  e) any and all  conditions  to the  effectiveness  of the
Agreement or to our obligations  under the Agreement have been satisfied;  f) we
have no defenses. set-offs or counterclaims to any such obligations; and, g) the
Agreement is in FULL force and effect.

WE HEREBY  REPRESENT  AND WARRANT FOR THE BENEFIT OF SECURED  PARTY THAT: a) any
right we may have now or in the future to reject the Collateral or to revoke our
acceptance  thereof has terminated as of the date hereof; b) we hereby waive any
such right;  c) the date of this  Authorization  is the earliest date upon which
the certifications, acknowledgments,  representations and warranties made herein
could be correctly and properly  trade. We hereby  acknowledge  that the Secured
Party is relying on this Authorization as a condition to disbursing the proceeds
of the loan as set forth above.

IN  WITNESS  whereof we have  executed  this  Certificate  as of the 18th day of
January, 2002

Upon satisfactory installation and            Stitch Netwoks Corporation
Delivery please si=n, date arid return to:
                                              Vice President & General Counsel
U.S. Bancorp Equipment Finance, Inc.,
formerly known as
U.S. Bancorp Leasing & Financial              By: /S/ Daniel Kearney
PO Box 2177                                     ----------------------------
7659 S.W. Mohawk Street                       Daniel Kearney
Tualatin, OR 9 7062                           Vice President & General Counsel
4/00

<PAGE>



USBANCORP                                              INSURANCE AUTHORIZATION
                                                              AND VERIFICATION
----------------------
EQUIPMENT FINANCE

Date:                   January 17, 2002
Schedule Number:        001-0015769-005
To:                     Stitch Networks Corporation (the "Customer")
                        500 North Walnut Road, Kennett Square, PA 19348

From:                   U.S. Bancorp Equipment Finance, Inc., formerly known
("Creditor")            as U.S. Bancorp Leasing & Financial


                        PO Box 2177, 7659 S.W Mohawk Street
                        Tualatin,OR 97062

TO THE CUSTOMER:  Please  execute below and return this to Creditor  will:  hour
document  package  Creditor will fax this document to your  insurance  agent for
verification.

In connection with one or more financing  arrangements,  Creditor  requires that
its insurable interest in the financed property (the "Property") be described as
"Creditor and its successors and assigns shall be covered as Additional  Insured
and Loss Payee with regard to all equipment  financed or leased by Policy Holder
through or from  Creditor."  The  required  coverage  must  include,  but is not
limited to, fire, extended coverage,  vandalism, theft and general liability. If
such coverage is not provided within 15 days, we have the right to purchase such
insurance at your expense-  Should you have any  questions,  please  contact our
Insurance Department at (503) 797-0277.

Customer authorizes the Agent named below: 1) to complete and return this letter
as indicated;  and 2) to endorse the policy and  subsequent  renewals to reflect
the required coverage.

<TABLE>
<CAPTION>
<S>                   <C>                                      <C>
Agent:                Insurance & Financial Services, Ltd.     Stitch Networks Corporation
Address:              664 Yorklyn Road, P.o Box 970
                      Hockessin,DE 19707-0970                  By:/S/ DANIEL Kearny
Phone:                (302)-239-2355                           Daniel Kearney
Fax:                  (302)-239-5722                           Vice President & General Counsel
E-Mail                ________________________________
</TABLE>

TO THE AGENT: In lieu of providing a certificate,  please execute this letter in
the space below and promptly fax it to Creditor at (503) 797-0287.

Agent hereby verifies that the above requirements have been met in regard to the
Property listed below.

Print Name Of Agency: By:

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

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

Print name                                 Date:

          ---------------------                ------------------------------

Property Description:

Various  Film  Product  Dispensing  Vending  Machines  as further  described  in
Collateral file;  TOGETHER WITH ALL  REPLACEMENTS,  PARTS,  REPAIRS,  ADDITIONS,
ACCESSIONS AND ACCESSORIES  INCORPORATED  THEREIN OR AFFIXED OR ATTACHED THERETO
AND  ANY AND ALL  PROCEEDS  OF THE  FOREGOING,  INCLUDING,  WITHOUT  LIMITATION,
INSURANCE RECOVERIES.

Insurable Value: S102,024.83


<PAGE>



USBANCORP                                               SCHEDULE TO MASTER LOAN
                                                                      AGREEMENT
-------------------
Equipment FINANCE

                           Stitch Networks Corporation
                              500 North Walnut Road
                            Kennett Square, PA 19348

5121,958.71          Effective Date            Schedule Number -001-0015769-006
                                   _______________

1. THIS SCHEDULE is made between Stitch Networks Corporation as Debtor, and U.S.
BANCORP  EQUIPMENT  FINANCE,  INC.,  FORMERLY  KNOWN as U.S.  BANCORP  LEASING &
FINANCIAL, (which, together with its successors and assigns, shall be called the
"Secured  Party") pursuant to the Master Loan Agreement dated as of May 22, 2001
between  Debtor and  Secured  Party (the "Loan  Agreement"),  the terms of which
(including  the  definitions)  are  incorporated  herein.  The terms of the Loan
Agreement and this Schedule  together  shall  constitute a separate  instrument.
Capitalized  terms  used but not  defined  herein  are used with the  respective
meanings  specified in the Loan Agreement.  If any tenns hereof are inconsistent
with the terms of the Loan Agreement, the terms hereof shall prevail.

2. For value  received,  Debtor  hereby  promises to pay to the order of Secured
Party the principal amount of One Hundred Twenty One Thousand Nine Hundred Fifty
Eight Dollars and 71/100 Dollars  (5121,958.71) with interest on any outstanding
principal balance at the rate(s) specified herein from the Effective Date hereof
until  this  Schedule  shall  have  been  paid in full in  accordance  with  the
following  payment  schedule:  Thirty  Four (34)  installments  in the amount of
53,974.93 each including the entire amount of interest  accrued on this Schedule
at the time of payment of each installment. The first payment shall be due March
31,  2002 and a like  payment  shall  be due on the same day of each  succeeding
month  thereafter until the entire principal and interest have been paid. At the
time of the final installment hereon, all unpaid principal and interest shall be
due and owing. As a result,  such final installment may be substantially more or
substantially less than the installments  specified herein. In addition,  Debtor
shall pay a pro rata interim  payment in the amount of $132.50  beginning on the
date of funding and  continuing  until the  Effective  Date hereof.  The interim
payment shall be due and payable on the Effective Date.

3. Debtor  promises to pay interest on the principal  balance  outstanding  at a
rate of 7.18 percent per annum.

4. PAYMENT  ADJUSTMENT.  In the event that a Forward Rate Lock Agreement has not
been executed,  on the date of funding (the 'Adjustment Date') the interest rate
set forth herein and the installments due hereunder shall be recalculated  based
upon a change in the spot  rate for  36-month  U. S.  Bancorp's  Funds  Transfer
Pricing  Rate/Cost of Funds (the "Spot  Rate") from  February 15, 2002 until the
Adjustment  Date.  If, on the  Adjustment  Date,  the Spot Rate is greater  than
3.46%, then such interest rate and installments shall be adjusted accordingly to
reflect the actual rate.  Thereafter,  the interest rate and installments  shall
remain fixed during the Term hereof.  In no event shall the interest rate or the
installments be decreased.

5. Each of Debtor,  if more than one, and all other  parties who at any time may
be liable hereon in any capacity,  hereby jointly and severally waive diligence,
demand,  presentment,  presentment for payment,  protest,  notice of protest and
notice of dishonor of this Schedule,  and authorize the Secured  Party,  without
notice, to grant extensions in the time of payment of and reductions in the rate
of interest on any moneys owing on this Schedule.

The following  prope rty is hereby made  Collateral  for all purposes  under the
Loan Agreement:

Film Product  Dispensing  Vending Machines;  See Exhibit "A" attached hereto and
made a part hereof;

TOGETHER  WITH ALL  REPLACEMENTS,  PARTS,  REPAIRS,  ADDITIONS,  ACCESSIONS  AND
ACCESSORIES  INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.


<PAGE>



7. The Collateral hereunder shall be based at the following location(s):

See Attached Exhibit "A"

IN WITNESS WHEREOF, Debtor has executed this Schedule this 2oth day of February,
2002.

U.S.  Bancorp  Equipment  Finance,  Inc.,  formerly  known  as  Stitch  networks
Corporation U.S.  Bancorp Leasing & Financial

By:                                           By:
  -------------------------------------          ------------------------------
   An Authorized  Officer Thereof                Vice President eneraounsel

1/01

                            ADDRESS FOR ALL NOTICES:
                      PO Box 2177, 7659 S.W. Mohawk Street
                               Tualatin, OR 97062


<PAGE>


US BANCORP                                         EQUIPMENT ACCEPTANCE AND
                                              AUTHORIZATION TO PAY PROCEEDS
                                                         AND LOAN AMENDMENT
EQUIPMENT FINANCE
                                           Schedule Number -001-0015769-006

To: U.S. Bancorp Equipment Finance,  Inc, formerly known as U.S. Bancorp Leasing
& Financial

Re:  Schedule to Master Loan Agreement dated as  of_______________________  (the
"Agreement")  between U.S. Bancorp Equipment  Finance,  Inc.,  formerly known as
U.S.  Bancorp  Leasing &  Financial,  as  Secured  Party,  and  Stitch  Networks
Corporation, as Debtor.

YOU ARE HEREBY  AUTHORIZED to disburse the proceeds of the loan evidenced by the
Agreement as follows for the purchase of the personal  property  specified  (the
"Collateral"):

573,958.71                                      DIXIE NARCO
48,000.00                                       STITCH NETWORKS CORPORATION

FILM PRODUCT  DISPENSING  Vending Machines;  See Exhibit "A" attached hereto and
made a part hereof; '

TOGETHER  WITH ALL  REPLACEMENTS,  PARTS,  REPAIRS,  ADDITIONS,  ACCESSIONS  AND
ACCESSORIES  INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.

TOTAL AMOUNT TO BE DISBURSED                                     5121,958.71

YOU ARE  HEREBY  FURTHER  AUTHORIZED  to  insert  in the  Agreement  the date of
disbursement  of funds under this  Authorization  as the  Effective  Date of the
Agreement.

WE HEREBY CERTIFY AND  ACKNOWLEDGE FOR THE BENEFIT OF SECURED PARTY THAT: a) the
Collateral  has been  delivered  to us;  b) any  necessary  installation  of the
Collateral has been fully and satisfactorily performed; c) after full inspection
thereof, we have accepted the Collateral for all purposes as of the date hereof,
d) upon the  disbursement  of the proceeds of the loan as set forth  above,  the
Secured Party will have fully and  satisfactorily  satisfied all its obligations
under the  Agreement;  e) any and all  conditions  to the  effectiveness  of the
Agreement or to our obligations  under the Agreement have been satisfied;  f) we
have no defenses, set-offs or counterclaims to any such obligations; and, g) the
Agreement is in full force and effect.

WE HEREBY  REPRESENT  AND WARRANT FOR THE BENEFIT OF SECURED  PARTY THAT: a) any
right we may have now or in the future to reject the Collateral or to revoke our
acceptance  thereof has  terminated as of the date hereof b) we hereby waive any
such right;  c) the date of this  Authorization  is the earliest date upon which
the certifications, acknowledgments,  representations and warranties made herein
could be correctly  and properly  made. We hereby  acknowledge  that the Secured
Party is relying on this Authorization as a condition to disbursing the proceeds
of the loan as set forth above.

IN WITNESS  WHEREOF,  we have executed this  Certificate  as of tire 20th day of
February, 2002.

Upon satisfactory installation and             Stitch Networks Corporation
Delivery please sign, date and return to:

U.S. Bancorp Equipment Finance, Inc.,          By:
formerly known as U.S.                         --------------------------------
Bancorp Leasing S, Financial                   Daniel kearney
PO Box 2177                                    Vice President & General Counsel
7659 S.W. Mohawk Street
Tualatin, OR 9706?
4/00


<PAGE>



  LOAN AMENDMENT, IF APPLICABLE (May Be DISCARDED If No Amendment Is Necessary)

This Amendment pertains to Schedule Number  -001-0015769-006 for the Schedule to
Master Loan  Agreement,  dated as of February  15, 2002,  between  U.S.  Bancorp
Equipment Finance,  Inc.,  formerly known as U.S. Bancorp Leasing & Financial as
Secured Party and Stitch Networks Corporation as Debtor (the "Agreement"):

TO  THE  EXTENT  THAT  THE  INFORMATION  SET  FORTH  IN THE  AGREEMENT  REQUIRES
MODIFICATION,  SUBJECT TO THE APPROVAL OF SECURED PARTY, THE AGREEMENT IS HEREBY
AMENDED AS FOLLOWS:

The monthly installment is $__________________________

The total amount financed is $________________________

The model/serial number of the Collateral is _________________.

The first monthly installment is due on ______________________.

Other:_____________________________________________________________

___________________________________________________________________

All provisions of the Agreement other than those which are inconsistent with the
provisions  of  this  Amendment  are  hereby  ratified  and  confirmed.   If  no
information  has been inserted  above,  the terms of the Agreement  shall remain
unchanged.

IN WITNESS  WHEREOF,  we have executed this Amendment as of the________ day of ,
20_____.

                   [EXECUTION OF THIS PAGE IS ONLY REQUIRED IF
                 AMENDMENT INFORMATION HAS BEEN INSERTED ABOVE]

If execution is required,                      Stitch Networks Corporation
please sign, date and return
this page along with Page One
of this Certificate to:

U.S. Bancorp Equipment Finance, Inc.,
formerly known as U.S.
Bancorp Leasing & Financial                    By:
PO Box 2177                                    Daniel Kearnev
7659 S.W. Mohawk Street                        Vice President & General Counsel
Tualatin, OR 97062

AMENDMENTS TO THE AGREEMENT AS SET FORTH ABOVE
ARE ACKNOWLEDGED AND APPROVED BY SECURED PARTY.

U.S. Bancorp Equipment Finance,  Inc.,  formerly known as U.S. Bancorp Leasing &
Financial

By:
  ----------------------------------
An Authorized Officer Thereof

4/00


<PAGE>



USBANCORP                                                           EXHIBIT "A"


---------------------------
Equipment Finance

                                               Schedule Number -001-0015769-006

Reference  is made to that  certain  Master  Lease  Agreement,  or  Master  Loan
Agreement  dated  May 22,  2001,  and  Schedule  dated  February  15  2002  (the
"Agreements")  wherein U.S. Bancorp Equipment Finance,  Inc.,  formerly known as
U.S. Bancorp Leasing & Financial is the Lessor/Secured Party and Stitch Networks
Corporation is the Lessee/Debtor.

The "Property" and/or  "Collateral" (as defined and used in the above Agreements
and any and all related documents) includes the following:

Film Product Dispensing Vending Machines;
<TABLE>
<CAPTION>

Serial Number           Site Location                               City                     State
-------------           -------------                               ----                     -----
<S>                     <C>                                         <C>                      <C>
0441-B                  Rex Plex                                    Elizabeth                  NJ
0446-8                  Park Central                                Appleton                   WI
0447-B                  Celebration Station                         Tulsa                      OK
0449-B                  Putt-Putt Golf                              Arlington                  TX
0967-6701               Putt-Putt Golf                              Hurst                      TX
1392-6459               Miami Seaquarium-Flipper Lagoon             Miami                      FL
1418-6459               Miami Seaquarium-Killer Whale Stadium       Miami                      FL
4095-6469               Miami Seaquarium-Remote Boats               Miami                      FL
3326-6529               Clarion Bay View                            San Diego                  CA
4076-6469               Penn's Landing                              Philadelphia               PA
4103-6469               Times Square Visitors Center                New York                   NY
1400-6459               Playscape USA                               Mt. Kisco                  NY
4067-6469               Nickel-A-Play - Colorado Springs            Colorado Springs           CO
4069-6469               Nickel-A-Play - Thornton                    Thornton                   CO
4078-6469               Nickel-A-Play - Aurora (Parker Road)        Aurora                     CO
4087-6469               Georgetown Factory Stores                   Georgetown                 KY
4077-6469               Jeepers - Norfolk                           Norfolk                    VA
4096-6469               Jeepers - Olathe                            Olathe                     KS
</TABLE>

                                  Page 1 of 2


<PAGE>



Film Product Dispensing Vending Machines, Model 501C

<TABLE>
<CAPTION>
Serial Number                                Location                             City          State
---------------------------------------------------------------------------------------------------------
<S>    <C>                 <C>                                             <C>                 <C>
       0685-6750DZ         A - Boomers - Outside to Amusement Rides        Dania Beach         FL
---------------------------------------------------------------------------------------------------------
       0020-6720BZ         A - Jeepers - Concord Mills                     Concord             NC
---------------------------------------------------------------------------------------------------------
       0014-6720BZ         A - Miami Ice Arena                             Miami               FL
---------------------------------------------------------------------------------------------------------
       0665-6750DZ         A - Playmobile Fun Park                         Palm Beach          FL
                                                                           Gardens
---------------------------------------------------------------------------------------------------------
        0185-6754          Olympics - Athlete's Village - Dining Hall - #6 Salt Lake City      UT
---------------------------------------------------------------------------------------------------------
        0184-6754          Olympics - Athlete's Village - I-Zone Game      Salt Lake City      UT
                           Ctr - #5
---------------------------------------------------------------------------------------------------------
        0183-6754          Olympics - Athlete's Village - Residential      Salt Lake City      UT
                           Game Ctr - #4
---------------------------------------------------------------------------------------------------------
        0186-6754          Olympics - Coca-Cola Tent - Bobsled - #7        Salt Lake City      UT
---------------------------------------------------------------------------------------------------------
        0187-6754          Olympics - Coca-Cola Tent - Curling - #8        Salt Lake City      UT
---------------------------------------------------------------------------------------------------------
        0190-6754          Olympics - Coca-Cola Tent - SLC - #9            Salt Lake City      UT
---------------------------------------------------------------------------------------------------------
        0180-6754          Olympics - Deer Valle - #2                      Park City           UT
---------------------------------------------------------------------------------------------------------
Previously Submitted       Olympics - Kodak Mobile Picture Planet (#1) -   Salt Lake City      UT
                           #14
---------------------------------------------------------------------------------------------------------
        0199-6754          Olympics - Kodak Mobile Picture Planet (#2) -   Salt Lake City      UT
                           #17
---------------------------------------------------------------------------------------------------------
        0203-6754          Olympics - Park City Mtn Resort - Marriott      Park City           UT
                           Hotel - #16
---------------------------------------------------------------------------------------------------------
        0202-6754          Olympics - Park City Mtn Resort - Ski Lift -    Park City           UT
                           #15
---------------------------------------------------------------------------------------------------------
        0195-6754          Olympics - Salomon Miner's Hospital (#1) -      Park City           UT
                           #10
---------------------------------------------------------------------------------------------------------
        0196-6754          Olympics - Salomon Miner's Hospital (#2) -      Park City           UT
                           #11
---------------------------------------------------------------------------------------------------------
        0179-6754          Olympics - Salt Lake Ice Center - #1            Salt Lake Cit       UT
---------------------------------------------------------------------------------------------------------
        0196-6754          Olympics - The Lodge at Soldier Hollow - #13    Midwa               UT
---------------------------------------------------------------------------------------------------------
        0199-6754          Olympics - USA House at Olympic Live            Salt Lake City      UT
                           Center - #12
---------------------------------------------------------------------------------------------------------
        0182-6754          Olympics - Utah Olympic Park - #3               Park City           UT
---------------------------------------------------------------------------------------------------------
</TABLE>

TOGETHER  WITH ALL  REPLACEMENTS,  PARTS,  REPAIRS,  ADDITIONS,  ACCESSIONS  AND
ACCESSORIES  INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF TN I FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.

U.S. Bancorp  Equipment  Finance,  Inc.,       U.S. Stitch Networks
formerly known as
Corporation Bancorp Leasing & Financial        [Lessee/Debtor]
[Lessor/Secured Party]
                                               By: /S/ Daniel Kearney
By:                                            Daniel Kearney
An authorized officer thereof                  Vice President & General Counsel
4/00

                                  Page 2 of 2


<PAGE>



USBANCORP                                               INSURANCE AUTHORIZATION
                                                               AND VERIFICATION
EQUIPMENT FINANCE
        Date:                 February 15, 2002
        Schedule Number:      -001-0015769-006
        To:                   Stitch Networks Corporation (the "Customer")
                              500 North Walnut Road, Kennett Square, PA 19348

        From:                 U.S. Bancorp Equipment Finance, Inc., formerly
                              known as U.S. Bancorp Leasing & Financial
        ("Creditor")
                              PO Box 2177, 7659 S.W.  Mohawk Street
                              Tualatin, OR 97062

TO THE  CUSTOMER:  Please  execute  below and return this to Creditor  with your
document  package  Creditor will fax this document to your  insurance  agent for
verification.

In connection with one or more financing  arrangements,  Creditor  requires that
its insurable interest in the financed property (the "Property") be described as
"Creditor and its successors and assigns shall be covered as Additional  Insured
and Loss Payee with regard to all equipment  financed or leased by Policy Holder
through or from  Creditor."  The  required  coverage  must  include,  but is not
limited to, fire, extended coverage,  vandalism, theft and general liability. If
such coverage is not provided within 15 days, we have the right to purchase such
insurance at your expense.  Should you have any  questions,  please  contact our
Insurance Department at (503) 797-0277.

Customer authorizes the Agent named below: 1) to complete and return this letter
as indicated;  and 2) to endorse the policy and  subsequent  renewals to reflect
the required coverage.

<TABLE>
<CAPTION>
<S>          <C>                                      <C>
Agent:       Insurance & Financial Services, Ltd.     Stitch Networks Corporation
Address:     664 Yorklyn Road, P.O. Box 970
             Hockessin,DE 19707-0970                  By:/S/ Daniel Kearney
                                                      --------------------------------
Phone:       (302)-239-2355                           Daniel Kearney
Fax:         (302)-239-5722                           Vice President & General Counsel
E-Mail       ___________________________________
</TABLE>


TO THE AGENT: In lieu of providing a certificate,  please execute this letter in
the space below and promptly fax it to Creditor at (503) 797-0287.

Agent hereby verities that the above requirements have been met in regard to the
Property listed below.

Print Name Of Agency:

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

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

Print Name                                    Date
          -----------------------                 ----------------------------
Property Description:

Film Product  Dispensing  Vending Machines;  Sec Exhibit "A" attached hereto and
made a part hereof; TOGETHER WITH ALL REPLACEMENTS,  PARTS, REPAIRS,  ADDITIONS,
ACCESSIONS AND ACCESSORIES  INCORPORATED  THEREIN OR AFFIXED OR ATTACHED THERETO
AND  ANY AND ALL  PROCEEDS  OF THE  FOREGOING,  INCLUDING,  WITHOUT  LIMITATION,
INSURANCE RECOVERIES.

Insurable Value: 5121,955.71
5/0 1

<PAGE>

USBANCORP                                             SCHEDULE TO MASTER LOAN
                                                                    AGREEMENT
-----------------------------------
Equipment Finance

                           Stitch Networks Corporation
                              500 North Walnut Road
                            Kennett Square, PA 19348

$88,303.19       Effective Date_______________ Schedule Number -001-0015769-007

1. THIS SCHEDULE is made between STITCH NETWORKS CORPORATION as Debtor, and U.S.
BANCORP  EQUIPMENT  FINANCE,  INC.,  formerly  known as U.S.  Bancorp  Leasing &
Financial, (which, together with its successors and assigns, shall be called the
"Secured  Party") pursuant to the Master Loan Agreement dated as of May 22, 2001
between  Debtor and  Secured  Party (the "Loan  Agreement"),  the teens of which
(including  the  definitions)  are  incorporated  herein.  The terms of the Loan
Agreement and this Schedule  together  shall  constitute a separate  instrument.
Capitalized  terms  used but not  defined  herein  are used with the  respective
meanings  specified in the Loan Agreement.  If any terms hereof are inconsistent
with the terms of the Loan Agreement, the terms hereof shall prevail.

2. For value  received,  Debtor  hereby  promises to pay to the order of Secured
Party the  principal  amount of Eighty Eight  Thousand  Three  Hundred Three and
19/100 Dollars  ($88,303.19) with interest on any outstanding  principal balance
at the rate(s)  specified  herein  from the  Effective  Date  hereof  until this
Schedule shall have been paid in full in accordance  with the following  payment
schedule: Thirty Two (32) installments in the amount of 53,059.66 each including
the entire amount of interest accrued on this Schedule at the time of payment of
each  installment.  The first  payment  shall be due  April 29,  2002 and a like
payment shall be due on the same day of each succeeding  month  thereafter until
the entire  principal  and  interest  have been  paid.  At the time of the final
installment hereon, all unpaid principal and interest shall be due and owing. As
a result, such final installment may be substantially more or substantially less
than the installments specified herein. In addition, Debtor shall pay a pro rata
interim  payment  in the amount of $101.99  beginning  on the date of  Equipment
Acceptance and continuing  until the Effective Date hereof.  The interim payment
shall be due and payable on the Effective Date.

3. Debtor  promises to pay interest on the principal  balance  outstanding  at a
rate of 7.66 percent per annum.

4. PAYMENT  ADJUSTMENT.  In the event that a Forward Rate Lock Agreement has not
been executed,  on the date of funding (the 'Adjustment Date') the interest rate
set forth herein and the installments due hereunder shall be recalculated  based
upon a change in the spot  rate for  32-month  U. S.  Bancorp's  Funds  Transfer
Pricing  Rate/Cost  of Funds (the  "Spot  Rate")  from March 26,  2002 until the
Adjustment  Date.  If, on the  Adjustment  Date,  the Spot Rate is greater  than
4.08%, then such interest rate and installments shall be adjusted accordingly to
reflect the actual rate.  Thereafter,  the interest rate and installments  shall
remain fixed during the Tenn hereof.  In no event shall the interest rate or the
installments be decreased.

5. Each of Debtor,  if more than one, and all other  parties who at any time may
be liable hereon in any capacity,  hereby jointly and severally waive diligence,
demand,  presentment,  presentment for payment,  protest,  notice of protest and
notice of dishonor of this Schedule,  and authorize the Secured  Party,  without
notice, to grant extensions in the time of payment of and reductions in the rate
of interest on any moneys owing on this Schedule.

6. The following  property is hereby made  Collateral for all purposes under the
Loan Agreement:

Film Product  Dispensing  Vending Machines;  See Exhibit "A" attached hereto and
made a part hereof;

TOGETHER  WITH ALL  REPLACEMENTS,  PARTS,  REPAIRS,  ADDITIONS,  ACCESSIONS  AND
ACCESSORIES  INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.




<PAGE>



7. The Collateral hereunder shall be based at the following location(s):

See Exhibit "A" attached Hereto and made a part hereof

IN WITNESS  WHEREOF,  Debtor has executed  this Schedule this 27 th day of March
,2002.

U.S.  BANCORP  EQUIPMENT  FINANCE,  INC.,  FORMERLY  KNOWN  AS  Stitch  Networks
Corporation U.S. Bancorp Leasing & Financial

By:                                        By: /S/ Daniel Kearney
  ----------------------------             ---------------------------------
An Authorized Officer Thereof              Daniel Kearney
                                           Vice President & General Counsel

1 /01

                            ADDRESS FOR ALL NOTICES:
                      PO Box 2177, 7659 S.W. Mohawk Street
                               Tualatin, OR 97062


<PAGE>

USBANCORP                                              EQUIPMENT ACCEPTANCE AND
                                                  AUTHORIZATION TO PAY PROCEEDS
                                                             AND LOAN AMENDMENT

                                              Schedule Number -001-001 5769-007

----------------------------------
Equipment Finance

To: U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing
& Financial

Re:  Schedule  to Master  Loan  Agreement  dated as of  __________________  (the
"Agreement")  between U.S. Bancorp Equipment  Finance,  Inc.,  formerly known as
U.S.  Bancorp  Leasing &  Financial,  as  Secured  Party,  and  Stitch  Networks
Corporation, as Debtor.

YOU ARE HEREBY  AUTHORIZED to disburse the proceeds of the loan evidenced by the
Agreement as follows for the purchase of the personal  property  specified  (the
"Collateral"):

$67,303.19                        Dixie Narco
$21,000.00                        Stitch Networks Corporation


Film PRODUCT  DISPENSING  VENDING MACHINES;  See Exhibit "A" attached hereto and
made a part hereof;

TOGETHER  WITH ALL  REPLACEMENTS,  PARTS,  REPAIRS,  ADDITIONS,  ACCESSIONS  AND
ACCESSORIES  INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.

TOTAL AMOUNT TO BE DISBURSED                    $67,303.19

YOU ARE  HEREBY  FURTHER  AUTHORIZED  to  insert  in the  Agreement  the date of
disbursement  of funds under this  Authorization  as the  Effective  Date of the
Agreement.

WE HEREBY CERTIFY AND  ACKNOWLEDGE FOR THE BENEFIT OF SECURED PARTY THAT: a) the
Collateral  has been  delivered  to us;  b) any  necessary  installation  of the
Collateral has been fully and satisfactorily performed; c) after full inspection
thereof, we have accepted the Collateral for all purposes as of the date hereof;
d) upon the  disbursement  of the proceeds of the loan as set forth  above,  the
Secured Party will have fully and  satisfactorily  satisfied all its obligations
under the  Agreement;  e) any and all  conditions  to the  effectiveness  of the
Agreement or to our obligations  under the Agreement have been satisfied;  f) we
have no defenses, set-offs or counterclaims to any such obligations; and, g) the
Agreement is in full force and effect.

WE HEREBY  REPRESENT  AND WARRANT FOR THE BENEFIT OF SECURED  PARTY THAT: a) any
right we may have now or in the future to reject the Collateral or to revoke our
acceptance  thereof has terminated as of the date hereof, b) we hereby waive any
such right;  c) the date of this  Authorization  is the earliest date upon which
the certifications, acknowledgments,  representations and warranties made herein
could be correctly  and properly  made. We hereby  acknowledge  that the Secured
Party is relying on this Authorization as a condition to disbursing the proceeds
of the loan as set forth above.

IN WITNESS  WHEREOF,  we have  executed this  Certificate  as of the 27th day of
March 2002.

Upon Upon  satisfactory  installation  and
Delivery please sign, date and return to:

U.S. Bancorp Equipment Finance,  Inc.,     Stitch Networks Corporation
formerly known as LES. Bancorp
Leasing & Financial
PO Box 2177                                By:
7659 S.W. Mohawk Street                    Daniel Kearney
Tualatin, OR 97062                         Vice President & General Counsel
4l00

<PAGE>



  LOAN AMENDMENT, IF APPLICABLE (May Be DISCARDED If No Amendment Is Necessary)

This Amendment pertains to Schedule Number -001-001 5769-007 for the Schedule to
Master  Loan  Agreement,  dated as of  March  26,  2002,  between  U.S.  Bancorp
Equipment Finance,  Inc.,  formerly known as U.S. Bancorp Leasing & Financial as
Secured Party and Stitch Networks Corporation as Debtor (the "Agreement"):

TO  THE  EXTENT  THAT  THE  INFORMATION  SET  FORTH  IN THE  AGREEMENT  REQUIRES
MODIFICATION,  SUBJECT TO THE APPROVAL OF SECURED PARTY, THE AGREEMENT IS HEREBY
AMENDED AS FOLLOWS:

The monthly installment is $_____________________

The total amount financed is $____________________

The model/serial number of the Collateral is__________________

The first monthly installment is due on_______________________

Other_______________________________________________________________________

____________________________________________________________________________

All provisions of the Agreement other than those which are inconsistent with the
provisions  of  this  Amendment  are  hereby  ratified  and  confirmed.   If  no
information  has been inserted  above,  the tenns of the Agreement  shall remain
unchanged.

IN WITNESS WHEREOF, we have executed this Amendment as of  the_____________  day
of_______________ , 20____.

                   [EXECUTION OF THIS PAGE IS ONLY REQUIRED IF
                 AMENDMENT INFORMATION HAS BEEN INSERTED ABOVE]

Upon Upon  satisfactory  installation  and
Delivery please sign, date and return to:

U.S. Bancorp Equipment Finance,  Inc.,     Stitch Networks Corporation
formerly known as LES. Bancorp
Leasing & Financial
PO Box 2177                                By:/S/ Daniel Kearney
                                           ---------------------------------
7659 S.W. Mohawk Street                    Daniel Kearney
Tualatin, OR 97062                         Vice President & General Counsel
4l00

AMENDMENTS TO THE AGREEMENT AS SET FORTH ABOVE
ARE  ACKNOWLEDGED AND APPROVED BY SECURED PARTY.

U.S. Bancorp Equipment Finance,  Inc.,  formerly known as U.S. Bancorp Leasing &
Financial

By:
___________________________________

An Authorized Officer Thereof



<PAGE>



US BANCORP                                              INSURANCE AUTHORIZATION
                                                            AND    VERIFICATION
------------------------------
EQUIPMENT FINANCE

Date:                   March 26, 2002
Schedule Number:        -001-0015769-007
To:                     Stitch Networks Corporation (the "Customer")
                        500 North Walnut Road
                        Kennett Square, PA 19348

From:                   U.S. Bancorp Equipment Finance, Inc., formerly known
                        as U.S. Bancorp Leasing & Financial ("Creditor")
                        PO Box 2177, 7659 S. W. Mohawk Street
                        Tualatin, OR 97062

TO THE  CUSTOMER:  Please  execute  below and return this to Creditor  with your
document  package.  Creditor will fax this document to your insurance  agent for
verification.

In connection with one or more financing  arrangements,  Creditor  requires that
its insurable interest in the financed property (the "Property's be described as
"Creditor and its successors and assigns shall be covered as Additional  Insured
and Loss Payee with regard to all equipment  financed or leased by Policy Holder
through or from  Creditor."  The  required  coverage  must  include,  but is not
limited to, fire, extended coverage,  vandalism, theft and general liability. If
such coverage is not provided within 15 days, we have the right to purchase such
insurance at your expense.  Should you have any  questions,  please  contact our
Insurance Department at (503) 797-0277.

Customer authorizes the Agent named below: 1) to complete and return this letter
as indicated;  and 2) to endorse the policy and  subsequent  renewals to reflect
the required coverage.

Agency:     Insurance & Financial Services, Ltd.    Stitch Networks Corporation

Agent:      John David
            -------------------------------
Address:    664 Yorklyn Road, P.O Box 970       By:/S/ Daniel Kearney
                                                ----------------------------
            Hockessin,DE 19707-0970             Daniel Kearney
Phone:      (302)-239-2355                      Vice President & General Counsel
Fax:        (302)-239-5722
E-Mail       ____________________________________

TO THE AGENT: In lieu of providing a certificate,  please execute this letter in
the space below and promptly fax it to Creditor at (503) 797-0287.

Agent hereby verifies that the above requirements have been met in regard to the
Property listed below.

Print Name Of Agency:

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

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

Print Name:                                        Date:
          -----------------------------------          ------------------------

Property Description:

Film Product  Dispensing  Vending Machines;  See Exhibit "A" attached hereto and
made a part hereof; TOGETHER WITH ALL REPLACEMENTS,  PARTS, REPAIRS,  ADDITIONS,
ACCESSIONS AND ACCESSORIES  INCORPORATED  THEREIN OR AFFIXED OR ATTACHED THERETO
AND ANN' AND ALL  PROCEEDS  OF THE  FOREGOING,  INCLUDING,  WITHOUT  LIMITATION,
INSURANCE RECOVERIES.

Insurable Value: S88,303.19

5/01


<PAGE>



USBANCORP.                                             FIRST PAYMENT INVOICE

-----------------------------
Equipment Finance

                      PLEASE RETURN THIS PORTION WITH YOUR

SCHEDULE NUMBER: -001-0015769-007         DUE DATE: April 29, 2

CREATE DATE: March 26, 2002               AMOUNT DUE: $3,454.66

<TABLE>
<CAPTION>
<S>                                      <C>
Stitch Networks Corporation              U.S. Bancorp Equipment Finance,  Inc.,
500 North Walnut Road                    formerly known as U.S. Bancorp Leasing & Financial
Kennett Square, PA 19348                 7659 S.W. Mohawk Street Tualatin, OR 97062
Attention: Daniel Kearney
Customer Phone Number: (888) 427-8743
</TABLE>




          >>>>>>>>PLEASE RETAIN THIS PORTION FOR YOUR RECORDS<<<<<<<<

U.S. Bancorp Equipment Finance,  Inc.,  formerly known as U.S. Bancorp Leasing &
Financial 7659 S.W. Mohawk Street Tualatin, OR 97062

QUESTIONS? PLEASE CALL 800-253-3468

                                INVOICE SUMMARY

<TABLE>
<CAPTION>
ACCOUNT:                                                                                      -001-0015769-007
AMOUNT DUE:                                                                                          $3,454.66
DUE DATE:                                                                                       April 29, 2002
CREATE DATE:                                                                                    March 26, 2002

<S>                                                                   <C>
--------------------------------------------------------------------- -----------------------------------------

--------------------------------------------------------------------- -----------------------------------------
CURRENT CHARGES PAYMENT ONE I                                         $3,059.66
--------------------------------------------------------------------- -----------------------------------------
Pro-Rated  Rental  Due  Based on  $101.99  per day from  date of      To Be Determined
funding thru effective date based on disbursement of $88,303.19
--------------------------------------------------------------------- -----------------------------------------
DOCUMENTATION FEE                                                     5395.00
--------------------------------------------------------------------- -----------------------------------------

--------------------------------------------------------------------- -----------------------------------------
TOTAL CURRENT CHARGES                                                 53,454.66
--------------------------------------------------------------------- -----------------------------------------
</TABLE>

                       TOTAL AMOUNT DUE THIS INVOICE MUST
       MUST BE PAID WITHIN TEN (10) DAYS OF DUE DATE TO AVOID LATE CHARGES

6/00

<PAGE>