<PAGE>

Exhibit 10.40


              VENDING PLACEMENT, SUPPLY AND DISTRIBUTION AGREEMENT
                                     BETWEEN
                              EASTMAN KODAK COMPANY
                                       AND
                               MAYTAG CORPORATION
                                       AND
                                DIXIE-NARCO, INC.
                                       AND
                             E-VEND.NET CORPORATION




<PAGE>



                               TABLE OF CONTENTS
                               -----------------

1.  STRATEGIC ALLIANCE ...................................................
2.  VENDING SYSTEMS PLACEMENT COMMITMENTS ................................
3.  EXCLUSIVE RELATIONSHIP ........ ......................................
4.  SLOTTING FEES ........................................................
5.  TARGET LOCATIONS ................. ...................................
6.  SOLICITATION OF TARGET LOCATIONS .....................................
7.  PLACEMENT AGREEMENTS .................................................
8.  INSTALLATION OF VENDING SYSTEMS ....... ..............................
9.  RETAIL SALE; PRICE AND TERMS. ........................................
10. PACKAGE / SIGNAGE. ...................................................
11. RETURN PRIVILEGES / STOCK BALANCING ..................................
12. INTERNET REPORTING ...................................................
13. CUSTOMER SERVICE AND VENDING SYSTEMS MAINTENANCE .....................
14. TERM / CAUSES FOR TERMINATION,........................................
15. WIND-DOWN PERIOD .....................................................
16. ESCROW OF VENDING SYSTEMS, SOFTWARE, SOURCE CODES AND
    HARDWARE EQUIPMENT ...................................................
17. INDEMNIFICATION ......................................................
18. EXCLUSION OF CONSEQUENTIAL DAMAGES....................................
19. PROPRIETARY RIGHTS ...................................................
20. TAXES.................................................................
21. RIGHT TO AUDIT........................................................
22. PUBLICITY.............................................................
23. REPRESENTATIONS AND WARRANTIES........................................
24. CONFIDENTIALITY ......................................................
25. NOTICES...............................................................
26. DISPUTE RESOLUTION PROCEDURE..........................................
27. GOVERNING LAW ........................................................
28. INDEPENDENT CONTRACTORS ..............................................
29. SUCCESSORS AND ASSIGNS ...............................................
30. AMENDMENT AND WAIVER .................................................
31. DELAYS OR OMISSIONS ..................................................
32. FORCE MAJEURE ........................................................
33. SEVERABILITY .........................................................
34. SURVIVAL .............................................................
35. SCHEDULES ............................................................
36. TITLES AND SUBTITLES .................................................
37. COUNTERPARTS .........................................................
38. TIME OF THE ESSENCE...................................................
39. CROSS GUARANTY .......................................................
40. ENTIRE AGREEMENT......................................................

<PAGE>



Schedules
---------

A. VENDING PROGRAM INSTALLATIONS / MONTHLY SLOTTING FEES
B. E-VEND STANDARD PLACEMENT AGREEMENT
C. MINIMUM PURCHASE ORDER PRICE FOR KODAK MERCHANDISE
D. VENDING PROGRAM TEAMING STRATEGY
E. DISPUTE RESOLUTION REPRESENTATIVES
F. E-VEND ESCROW AGREEMENT
G. E-VEND PACKAGING SPECIFICATIONS FOR VENDING


                                       II

<PAGE>



              VENDING PLACEMENT, SUPPLY AND DISTRIBUTION AGREEMENT
              ----------------------------------------------------

     THIS VENDING PLACEMENT,  SUPPLY AND DISTRIBUTION  AGREEMENT  ("Agreement"),
dated as of this I day of P ember  2000,  is by dhg and  between  Eastman  Kodak
Company, a New Jersey corporation ("Kodak"), Maytag ag \ Corporation, a Delaware
corporation   ("Maytag"),   Dixie-Narco,   Inc.,  a  Delaware   corporation  and
wholly-owned  subsidiary  of  Maytag  Holdings,  Inc.,  which is a wholly  owned
subsidiary  of  Maytag   ("Dixie")  and  e-Vend.net   Corporation,   a  Delaware
corporation ("e-Vend")  (collectively,  individually and respectively defined as
"Parties" and "Party").

                                    RECITALS

     WHEREAS,  Kodak is a  developer,  manufacturer  and  marketer of  consumer,
professional,  health  and  other  imaging  products,  processes  and  services,
including cameras and film products.

     WHEREAS,   Maytag  and  Dixie  have  expertise  in  manufacturing,   market
development, distribution and servicing of vending equipment.

     WHEREAS, e-Vend has developed a method of distributing product from vending
machines  equipped  with  e-Vends  payment and  reporting  system  (the  "e-Vend
System"),  which, among other things,  enables vending machines to accept credit
and debit cards as payment,  and to be remotely monitored and controlled through
the global computer network and a network operating center owned and operated by
e-Vend.  WHEREAS,  Kodak and e-Vend previously entered into a Vending Placement,
Supply,   and  Distribution  Test  Agreement  dated  May,  1999  (the  "Previous
Agreement")  under which Kodak and e-Vend tested the marketing and sale of Kodak
one time use cameras and film from vending  machines  manufactured by Dixie, and
equipped with the e-Vend System owned and operated by e-Vend (hereafter "Vending
Systems").

     WHEREAS, Maytag and e-Vend have entered into a Strategic Alliance Agreement
dated December 8, 1999 (the "Strategic  Alliance  Agreement") under which Maytag
acquired a substantial minority ownership position in e-Vend.

     WHEREAS,  Kodak,  Maytag,  Dixie and e-Vend wish to form a strategic  -III'
ance to market and execute a large scale,  national  vending  program  ("Vending
Program")  under which e-Vend shall  purchase all of its  requirements  of Kodak
consumer  cameras and film which are  identified in Schedule C of this Agreement
or developed during the Tenn of this Agreement ("Kodak Merchandise") from Kodak,
distribute and sell the Kodak Merchandise  solely from Vending Systems installed
in Target  Locations (as defined in and contemplated by Section 5 hereof) in the
continental  United  States  in  accordance  with the  terms  set  forth in this
Agreement.


<PAGE>



     WHEREAS, the Parties wish specifically to set forth their respective rights
and obligations in carrying out the objectives of the strategic alliance.

     NOW  THEREFORE,  in  consideration  of the foregoing  recitals,  the mutual
promises  contained herein, and for other good and valuable  consideration,  the
receipt and sufficiency of which hereby are acknowledged, the Parties, intending
to be legally bound, hereby agree as follows:

     1. STRATEGIC ALLIANCE.

          1.1 National Vending Program.  Kodak,  Maytag, Dixie and e-Vend hereby
form a strategic  alliance and agree to work  together to implement  the Vending
Program.  In implementing the objectives of the strategic  alliance,  each Party
agrees to perform its respective obligations as set forth in this Agreement.

          1.2  Evaluation  of Global  Opportunity.  Maytag and e-Vend also shall
evaluate with Kodak the feasibility and desirability of a strategic  alliance in
the event  Kodak  notifies  Maytag and e-Vend in  writing  that Kodak  wishes to
extend the  Vending  Program on an  international  basis.  The terms of any such
extension  shall  be set  forth  in one or more  separate  agreements  that  are
mutually satisfactory to each Party.

     2. VENDING SYSTEMS PLACEMENT COMMITMENTS.

          2.1 Subject to the terms of this Agreement,  e-Vend,  Maytag and Dixie
hereby  grant,  and Kodak hereby  accepts,  the right to the space in and on the
number of activated  Vending  Systems as set forth on Schedule A attached hereto
for the marketing and retail sale of Kodak Merchandise from the Target Locations
during the Tenn of this Agreement (as defined below in Section 14.1).

          2.2 Subject to the terms of this  Agreement,  Kodak  hereby  grants to
eVend, Maytag and Dixie, and e-Vend,  Maytag and Dixie each hereby accepts,  the
right during the Term of this Agreement to distribute and sell Kodak Merchandise
solely from activated  Vending  Systems located at Target  Locations  within the
United States.

          2.3 Subject to Kodak's rights under Section 14.2 and 14.3,  each Party
to this Agreement  shall utilize all  reasonable  masures toy meet the number of
vending  systems  as set forth in  Schedule  A.  However,  the number of vending
Systems to be committed and placed in the Target  Locations shall not exceed the
numbers  established  for each approval gate ("Gate") as set forth in Schedule A
without the explicit written approval of Kodak.

     3. EXCLUSIVE  RELATIONSHIP.  The Vending  Systems subject to this Agreement
will sell, contain and dispense only Kodak Merchandise unless written

                                       2
<PAGE>

approval is given by Kodak and e-Vend to include other products or  merchandise.
In addition,  e-Vend, Maytag and Dixie agree that until the expiration or sooner
termination of this Agreement,  they will not, directly or indirectly,  purchase
or sell from any Vending Systems,  vending  systems,  vending machines and other
unattended  merchandising  devices  of any kind  within the  continental  United
States,  including vending machines and  merchandising  devices that accept only
cash as payment for  products  sold ("Cash  Operated  Machines"),  any  consumer
cameras and film products of a third party. The foregoing restrictions shall not
limit e-Vend,  Maytag or Dixie in any way from selling  third party  products or
merchandise other than consumer cameras and film, from vending systems,  vending
machines and other unattended  merchandising  devices of any kind not controlled
under  this  Agreement.  Kodak  agrees  that  until  the  expiration  or  sooner
termination of this Agreement,  it shall not,  directly or indirectly  through a
third  party,  sell or  permit  the sale of Kodak  Merchandise  through  vending
machines  and other  unattended  merchandising  devices  of any kind  within the
continental United States, other than Cash Operated Machines, provided, however,
that Kodak has not exercised its option to discontinue the Vending Program after
Gate 1 or Gate 2 as set  forth in  Section  14  below  (and on  Schedule  A) and
completed any Wind-down Period (hereafter defined). In the event that Kodak does
exercise its option to discontinue  the Vending  Program after Gate 1 or Gate 2,
Kodak is free to  pursue  other  vending  relationships  for  selling  its Kodak
Merchandise,  and  likewise  Maytag,  Dixie  and/or  e-Vend will be permitted to
purchase and sell from vending  systems,  vending  machines and other unattended
merchandising devices of any kind third party consumer cameras and film products
of any kind,  other than from those  Vending  Systems  which are  subject to the
Wind-down  provisions of Section 14.2 or 14.3. The foregoing  restriction  shall
not limit Kodak in any way from selling  Kodak  Merchandise  tough Cash Operated
Machines,  except that Maytag  and/or e-Vend shall have a first right of refusal
to provide Cash Operated Machines or services relating to Cash Operated Machines
under competitive industry rates and provided that their respective products and
services for that market also are  competitive  in Kodak's  reasonable  business
judgment.

     4. SLOTTING FEES. In  consideration  of: (a) e-Vends,  Maytag's and Dixie's
granting  of the rights to Kodak as stated in Section 2 of this  Agreement;  (b)
their procuring,  retrofitting,  installing and maintaining  Vending Systems for
distribution of Kodak Merchandise under this Agreement;  and (c) their agreement
to the  restrictions  contained  in  Section  3 of  this  Agreement  while  this
Agreement  is in effect,  Kodak shall make  monthly  payments of One Hundred and
Fifty  Dollars  and no Cents  ($150.00)  ("Slotting  Fees") to  e-Vend  for each
Vending System, up to a maximum of two thousand (2.000) vending Systems that are
activated,  connected and  functioning  during that calendar  month  pursuant 10
tilts  Agreemant  subject to  abatement  as provided in Section 1 3.? of,  tilts
Agreement  Except in accordance with this Agreement,  the first month's Slotting
Fees for each  Vending  System  shall be billed by e-Vend to Kodak at the end of
the first  month the  Vending  System is  installed,  activated,  connected  and
functioning.  The remaining  monthly  Slotting Fees for each such Vending System
shall  thereafter  be billed by e-Vend to Kodak at the  beginning  of each month
and, unless the Vending System is deactivated,  shall continue for the longer of
the Term of this Agreement or a

                                        3
<PAGE>

three (3) year period from the date the Vending  System is first  installed  and
activated.  To the extent the Slotting  Fees continue  beyond the  expiration of
this  Agreement  as  provided  above,  the  period  between  the  expiration  or
termination  of this  Agreement  and the  last day on  which  Slotting  Fees are
payable  shall be treated in the same  manner as the Wind Down Period set out in
Section  14.2,  with the  provisions of Section 15 also applying to such period.
Should any Vending  System be  activated  on any day other than the first day of
the month,  the  Slotting  Fees for that month  shall be  prorated  accordingly.
Except for the initial month,  Slotting Fees for each  activated,  connected and
functioning  Vending System during a particular  month shall be net for payments
made  within  forty (40) days of the later of (i) the first day of that month or
(ii) the date the monthly  invoice is received  from  e-Vend  ("Payment  Date").
Approximately  five (5)  business  days before each Payment  Date,  e-Vend shall
provide to Kodak a statement of Slotting Fees due on the following  Payment Date
(i.e.,  the statement for the November ist  payment-will be provided on or about
September  25th). If a Payment Date falls on a non-business  day,  Slotting Fees
shall be due by the first business day thereafter.

     5. TARGET  LOCATIONS.  The  Parties  agree to target the travel and leisure
market  which will  consist  primarily  of "Point of  Picture"  locations  ("POP
Locations"),  including zoos,  amusement/theme parks, national parks, monuments,
other tourist attractions, stadiums and arenas, as well as transitory venues "on
the way" to POP locations  ("Transitory  Locations")  including airports,  train
stations, rest stops and welcome centers. The Parties also agree to consider new
and existing Kodak retail locations  ("Retail  Locations") as, solely identified
by Kodak, and at Kodak's sole discretion, on a case by case basis (approved "POP
Locations",  "Transitory  Locations"  and "Retail  Locations"  are  collectively
referred to herein as "Target  Locations").  Maytag,  Dixie and/or  e-Vend shall
have the  responsibility  for identifying and procuring  suitable  locations for
Vending Systems  placements  pursuant to the Teaming Strategy attached hereto as
Schedule D. Kodak,  at its sole  discretion on a case by case basis,  shall have
final  approval  regarding  the  selection of any Target  Location with existing
Kodak business. Kodak also shall have the right, in its sole discretion, to veto
the  selection  of any Target  Location if the selected  Target  Location is not
compatible with Kodak's marketing image. Where appropriate, Kodak will add value
to the process of acquiring  Target Locations by making its existing contact and
account information  available to, and sharing leads identifying suitable Target
Locations  with,  the Maytag  Customer  Focus Team (as defined in Section 13.3).
Placement  of  Vending  Systems  at  Target  Locations  will be  subject  to the
availability  or ability  to procure  installation  and  maintenance  support on
commercially reasonable terms.

     6. SOLICITATION OF TARGET  LOCATIONS.  The Parties s1i;311 Work together to
develop  mutually  agreed upon marketing  materials for the Vending  Program the
costs of which shall be paid fifty percent (50%) by e-Vend and Maytag, and fifty
percent (50%) by Kodak.  Dixie and e-Vend,  with the support and  cooperation of
Kodak as provided in Section 5 above, this Section and Section 8 below, shall be
ultimately  responsible  for  soliciting  and  procuring  all of  the  Placement
Agreements  (as defined in Section 7 below) with Target  Locations and will only
delegate, subcontract or

                                        4



<PAGE>



     otherwise  transfer this function or  responsibility  to third parties with
Kodak's  prior  written  approval,  which  approval  shall  not be  unreasonably
withheld.  Dixie and e-Vend  shall be fully  liable for all  actions of selected
third parties from such delegation,  subcontracting or transfer of this function
or responsibility,  notwithstanding any approval by Kodak. Dixie and e-Vend will
not assign  this  responsibility  to third  parties.  e-Vend and Dixie shall use
reasonable  commercial  efforts to secure sufficient  Placement  Agreements with
Target Locations to timely achieve the number of Vending Systems as set forth in
Schedule A. Kodak  shall  cooperate  with  e-Vend and Dixie in their  efforts to
solicit and procure Placement  Agreements from Target Locations,  and Kodak: (a)
shall identify for e-Vend and Dixie,  and use good faith  reasonable  commercial
efforts to incorporate the Vending Program into, any sponsorship contracts Kodak
has with Kodaksponsored  venues which are POP Locations or Transitory Locations;
(b)  reserves  its right to make joint  sales calls with e-Vend and Dixie on all
Retail Locations and any other Target Location with at least ten (10) locations,
and e-Vend shall notify  Kodak at least ten (10)  business  days before any such
calls are made by  e-Vend.  Kodak,  upon  receipt  of such  notice,  shall  make
reasonable  commercial efforts to notify e-Vend promptly of its desire to attend
any such calls and to not unreasonably  delay such calls.  Kodak shall also make
commercially  reasonable  efforts to participate with e-Vend and Maytag at up to
two (2) trade  shows per year,  and shall  permit  e-Vend  and/or  Maytag  sales
personnel  to  represent  themselves  as  an  authorized  distributor  of  Kodak
Merchandise in their capacity as representatives of the Vending Program. Maytag,
e-Vend and Kodak shall each have at least one individual designated as a liaison
to this Vending Program.

     7. PLACEMENT AGREEMENTS.

     7.1 Unless otherwise agreed to by the Parties,  Placement  Agreements shall
be by and between e-Vend and the Target Location;  shall have an initial term no
longer than the term of the  initial  financing  or lease  placed on the Vending
System to be  installed  at the site,  which in no event will  exceed  three (3)
years from the date of the initial  installation  of the  Vending  System at any
site;  and  shall be  substantially  in the form of the  agreement  attached  as
Schedule B to this  Agreement  ("Placement  Agreements").  Kodak shall receive a
copy of each and every Placement Agreement entered into by e-Vend and the Target
Locations  within two (2) weeks of its execution.  Unless otherwise agreed to by
the Parties, Placement Agreements shall give e-Vend the right to install Vending
Systems  and use a  dedicated  phone  line and  electrical  power at the  Target
Locations,  and require the Target  Locations to provide stocking and restocking
services for a teen of not less than one (I) year. Kodak acknowledges that there
is no  guarantee  that  each  Target  Location  will he  willing  to enter  into
Placement  Agreementson  the above terms.  Dixie and e-Vend shall use reasonable
commercial  efforts to work with each Target  Location  to identify  the optimal
number of Vending  Systems to Install and the  placement of each Vending  System
within the Target Location.

     7.2 No  Placement  Agreement  shall be renewed  without  the prior  written
consent of both e-Vend and Kodak. Each renewal tern shall be for a period of

                                        5



<PAGE>


one (1) year,  provided that by its terms, the renewal term automatically  shall
terminate upon the expiration or termination of this Agreement.

     7.3 Upon the expiration or earlier  termination of this Agreement,  and the
termination of each Placement Agreement (whether co-terminus with this Agreement
or ending during any applicable Wind-down Period), the Placement Agreement shall
not be renewed.  Instead,  each Party reserves the right to attempt to negotiate
and enter  into a new  agreement  for the given  site on such terms and for such
products or services as the Party, in its sole discretion, deems proper.

     7.4 Maytag,  Dixie  and/or  e-Vend shall  maintain,  at their sole cost and
expense  throughout  the term of each  Placement  Agreement  and on each Vending
System, a commercial  general  liability  insurance  policy,  including  product
liability and personal  injury and property damage  liability,  from a qualified
insurance  company  which names Kodak as an  additional  insured.  The amount of
coverage shall be a minimum of One Million Dollars  ($1,000,000) per occurrence.
In addition,  e-Vend shall provide on each Vending System,  at its sole cost and
expense throughout the term of each Placement  Agreement,  insurance coverage in
the event of theft  and/or  vandalism.  e-Vend may self insure for theft  and/or
vandalism,  provided  that it, at all times before  reaching the Gate 2 decision
point  contemplated by Section 14.3 of this Agreement,  maintains a net worth of
not less than the product of One Thousand  dollars  ($1,000)  multiplied  by the
number of then activated,  connected and functioning  Vending Systems under this
Agreement,  and should the Parties  continue  this  Agreement  beyond the Gate 2
decision point, at all times thereafter,  maintains a net worth of not less than
the product of Five  Hundred  dollars  ($500)  multiplied  by the number of then
activated,  connected and  functioning  Vending  Systems  under this  Agreement.
Maytag,  Dixie and/or  e-Vend shall provide to Kodak  certificates  of insurance
issued by the company or companies  providing  the above  insurance  protections
evidencing  (i) that such company or companies are licensed in the states of the
Placement Agreement locations; (ii) that such company or companies have either a
Best's Rating of A- or higher,  a Best's  Financial  Performance  Rating of 7 or
higher,  or a Standard & Poor  rating of at least A or higher;  (iii)-that  such
coverage is in full force and effect and (iv)  providing  that no such insurance
may be canceled without at least thirty (30) days' written notice to Kodak.

     8. INSTALLATION OF VENDING SYSTEMS.

     8.1 Within  fourteen  (14)  calendar  days after a Placement  Agreement  is
executed with a Target Location e-Vend shall submit an invoice to Kodak for Five
Hundred  Dollars  (S500.00) to cover the costs of Shipping  the Vending  Systems
from eVend's or Dixie's warehouse to the Target Location and (ii)  installation.
Dixie shall be responsible for such shipping and  installation.  Dixie or e-Vend
shall provide to Kodak, detailed information on where each Vending System within
a particular  Target  Location is to be  installed,  including the direction the
Vending Systems will face for the delivery personnel.  Dixie and/or e-Vend shall
use  reasonable  commercial  efforts to provide Kodak with  photographs  of each
Vending System installation within five (5) business

                                       6

<PAGE>



days of that  installation.  Kodak acknowledges that, as of the date hereof, the
Vending Systems require a standard phone jack and dedicated,  non PBX phone line
and  standard  110V  electrical  line and outlet.  If not  available at a Target
Location,  e-Vend  and/or Dixie,  directly or through a third party  contractor,
shall install a standard phone jack and dedicated,  non PBX phone line, and bear
all costs of such  installation and maintenance.  Dixie and/or e-Vend are solely
responsible  for all other costs related to the  installation of Vending Systems
including Federal,  state, county and all other placement fees,  licensing fees,
all applicable taxes, and all credit/debit card processing fees.

     8.2  Dixie  and/or  e-Vend  shall be  responsible  for all  shipping  costs
associated with returning  Vending Systems to e-Vends or Dixie's  warehouse upon
permanent retirement of the Vending Systems or upon expiration or termination of
this  Agreement.  Vending  Systems  cannot be  permanently  retired  unless such
Vending  System is beyond repair or has been  vandalized  beyond its  reasonable
use, or it is  technically  obsolete.  Each  permanent  retirement  of a Vending
System  requires  Kodak's  written  approval.  Excluding  those Vending  Systems
discussed in Section 8.3 below,  Maytag  and/or e-Vend has the right to relocate
or move  any  Vending  System  after  its  initial  installation  and  shall  be
responsible  for all  shipping  and  installation  costs  associated  with these
subsequent  moves,  including  all moves of the Vending  Systems from one Target
Location to  another.  Once e-Vend  deactivates  a Vending  System that is being
relocated, the Slotting Fees on the Vending System shall cease immediately,  and
Dixie and/or e-Vend shall use reasonable  commercial efforts to move the Vending
Systems  within  fourteen (14) calendar  days. For any Vending System moved from
one Target  Location to another,  Slotting  Fees shall be  reactivated  once the
Vending System is activated, connected and functioning in its relocated position
at the new Target  Location.  For Vending  Systems which are relocated  within a
Target Location, Slotting Fees shall be reactivated once the Vending Systems are
activated, connected and functioning in their relocated position.

     8.3 In the event of  particularly  high  visibility  and high  traffic at a
Target  Location from a  media/sponsorship  aspect,  Kodak reserves the absolute
right,  not to be exercised  with respect to more than ten per cent (10%) of the
activated  Vending Systems in any rolling one year period,  to (a) require Dixie
and/or  e-Vend to  relocate  or remove a Vending  System,  or (b)  prohibit  the
relocation or removal of a Vending System, at any time and for any reason. Kodak
shall bear the reasonable  costs of any such required move,  including the costs
of shipping and  installation  at a new location.  Once Kodak notifies e-Vend in
writing of its  decision  to  relocate or  permanently  remove any such  Vending
System,  e-Vend shall notify  Kodak.  within two (2) business days of receipt o1
such  notice  from Kodak,  of how many days it will take to have  installed  the
required standard phone jack and dedicated, non PBX phone line at the new Target
Location (the "Phone Install  Period").  If, upon receipt of such notice.  Kodak
wishes to proceed with the  relocation,  it shall promptly so notify e-Vend (the
"Relocation  Notice").  Upon  receipt of the  Relocation  Notice,  e-Vend  shall
proceed  promptly with the  relocation at Kodak's  reasonable  cost and expense,
keeping  the  Vending  System  at  the  existing   location   active  and  fully
functioning, until e-Vend is ready to relocate the Vending System. Should E

                                        7

<PAGE>



Vend fail to relocate a Vending  System  within the longer of fourteen (14) days
from (a) the  Relocation  Notice  or (b) the end of the  Phone  Install  Period,
Slotting  Fees will be abated  from the end of the  relevant  fourteen  (14) day
period until the Vending System is activated,  connected and  functioning in its
relocated position.

     9. RETAIL SALE; PRICE AND TERMS.

     9.1 e-Vend, Maytag and Kodak shall consult from time to time concerning the
Kodak Merchandise to be made available for retail sale from the Vending Systems.
However,  Kodak shall have the  ultimate  right to delist or add new products to
the Kodak Merchandise provided that Kodak justifies the decision with a rational
business case which is consistent with its general  marketing  program for these
types of products.  All requirements of Kodak  Merchandise shall be purchased by
e-Vend solely through the authorized distribution centers of Kodak in the United
States and shall be sold solely  through  Vending  Systems in the United States.
Kodak shall ship Kodak  Merchandise  only  pursuant to written  purchase  orders
received by Kodak. e-Vend shall place purchase orders for Kodak Merchandise only
in pallet  quantities  as defined by Kodak.  All forms of such  purchase  orders
shall  include a purchase  order  number,  quantity  ordered,  ship to location,
catalog number and a detailed  identification  of the Kodak  Merchandise.  Kodak
shall make commercially  reasonable efforts to maintain sufficient  inventory of
Kodak Merchandise to meet the Vending Systems' customer demand.  Kodak shall use
reasonable  commercial efforts to fill all orders from e-Vend within thirty (30)
days of receipt of orders and, if requested in writing by e-Vend, shall endeavor
to reduce the time  required to fill any order before the thirty (30) day target
if needed for a particular  Target Location.  However,  if it becomes  necessary
from time to time for Kodak to  discontinue  shipments of Kodak  Merchandise  to
e-Vend for any of the Vending Systems, to revoke or modify any provisions in the
foregoing  schedule,  or to allocate  distribution  of any of its  products  and
services  among  its  customers,  Kodak  reserves  the  right  to take  whatever
reasonable  actions,  in its  sole  judgment,  Kodak  determines  to be fair and
appropriate.

     9.2 Unless otherwise agreed to by e-Vend and Kodak with respect to a Target
Location,  the amount paid by e-Vend to Kodak for the Kodak  Merchandise sold by
Kodak to e-Vend  shall be the greater of sixty two  percent  (62%) of the actual
retail price  received by e-Vend for the Kodak  Merchandise or the Minimum Price
(as modified by Kodak from time to time,  the "Minimum  Price") for each product
as set forth on  Schedule  C (tile  greater  of sixty two  percent  (62%) of the
actual retail price  received by eVend for the Kodak  Merchandise or the Minimum
Price being hereafter referred to as. the "e-Vend Purchase Price").  The Minimum
Price  may only be  increased  when,  and to  extent  that:  (a) the cost of the
materials (exclusive of vending related packaging) used in the Kodak Merchandise
increases;  (b) there is an increase in Consumer Price Index ("CPI"); or (c) the
Kodak  catalog  dealer  price  per  item  increases.  With  respect  to any such
increases  attributable  to an increase  in the CPI,  Kodak shall be entitled to
raise the  Minimum  Price in the  aggregate  amount of the  increase  of the CPI
between the date of this  Agreement and the date of the Minimum Price  increase,
reduced by the amount of

                                       8
<PAGE>


any CPI-based Minimum Price increases  previously  imposed.  For example, if the
CPI increases by two percent (2%) in the first calendar year of this  Agreement,
any Minimum Price increase  based upon this CPI increase  imposed by Kodak shall
be limited to two percent (2%) of the then effective Minimum Price. In the event
that Kodak does not increase the Minimum Price during any given time period,  or
the Minimum  Price  increase is less than the CPI increase for that time period,
Kodak shall be allowed to aggregate the percentage  differences  between the CPI
increases  and Minimum  Price  increases  for this time period and  increase the
Minimum Price accordingly. As an additional example, if the CPI increases by two
percent (2%) each year for three years, for an aggregate increase of six percent
(6%), and Kodak has then only imposed a one percent (1 %) Minimum Price increase
tied to the CPI, Kodak shall be allowed to increase the then  effective  Minimum
Price by up to five  percent  (5%) based  solely upon the  increases  in the CPI
during this three year time period.  "Consumer  Price Index." in this  Agreement
shall mean the consumer  price index as  published  in the Wall Street  Journal.
Under separate  agreements,  e-Vend shall be solely  responsible for any and all
payments to Target Locations for restocking the Vending  Systems,  and to credit
and debit card processors for credit and/or debit card  processing  fees. At the
time of placing  purchase  orders,  e-Vend  shall be  charged,  and Kodak  shall
invoice Kodak  Merchandise  ordered at, Kodak's catalog dealer low net price per
item (the "Dealer  Cost").  Within  thirty (30) days of the close of each month,
e-Vend  shall  deliver to Kodak a  statement  which  reconciles  the  difference
between the Dealer Cost charged to e-Vend by Kodak and the eVend  Purchase Price
for Kodak  Merchandise  purchased by e-Vend from Kodak and sold through  Vending
Systems during the month (the  "Reconciliation  Statement"),  together with such
back-up data and records as Kodak from time to time  reasonably may request.  In
the event the e-Vend  Purchase  Price  exceeds  the Dealer  Cost,  e-Vend  shall
forward to Kodak with the Reconciliation Statement a check in an amount equal to
the amount by which  the-e-Vend  Purchase  Price exceeds the Dealer Cost. In the
event the  Dealer  Cost  exceeds  the e-Vend  Purchase  Price,  e-Vend  shall be
entitled to a credit from Kodak in an amount  equal to the amount of the excess.
In addition to Kodak's audit rights in Section 21, Kodak has the right to review
or audit the Reconciliation  Statement and all supporting books and records. Any
e-Vend Purchase Price  understatement  of the purchase price shall bear interest
at the Wall Street Journal's prime interest rate plus four (4) percentage points
from  the date the  payment  originally  was due.  In  addition,  if the  e-Vend
Purchase  Price is found to be understated  on the  Reconciliation  Statement by
more than five percent (5%), Maytag and/or e-Vend shall pay for all audit costs.

     9.3 Subject to the Kodak Credit  Department and unless otherwise  Specified
in writing by Kodak,  terms of payment for arty miler of Kodak Merchandise shall
be a cash  discount  allowance of two percent (2%) hard on die net amount of the
invoices ("Invoice  totals")fur  payment within twenty-five (25) day of (late of
invoice  ("DOI"),  providing e-Vend does not have an account with Kodak which is
past due,  and net for  payments  within  forty (40) days of DOI. No  additional
discounts or chargebacks are allowed for early payment anticipation.


                                        9

<PAGE>



     9.4  Standard  shipping  and handling  costs for the Kodak  Merchandise  to
e-Vend  shall be paid by Kodak on all  orders  from  e-Vend  that have a billing
value of One Thousand  Dollars  ($1,000) or more,  excluding any applicable tax,
and calling for single  shipments to a domestic United States  location  shipped
from Regional  Distribution Centers or designated shipping points. All shipments
shall be FOB  Kodak's  Regional  Distribution  Center.  Orders  of less than One
Thousand  Dollars  ($1,000),  as well as items that require special handling and
orders on which e-Vend requests a method of shipment other than that which would
normally be used by Kodak, shall be shipped at e-Vends cost FOB Kodak's Regional
Distribution Center.

Current shipping costs are approximated below, but are subject to change:

Ground Shipments:
      0 to 16 kilograms:  $10
     17 to 46 kilograms:  $25
      Over 46 kilograms:  $40

Air Shipments:


    Under 4.4 kilograms: $20 $4.40 per kilogram for next day air service
    Above 4.4 kilograms: $3.30 per kilogram for second day air service.


     9.5 e-Vend shall,  inspect  arriving  shipments  promptly and any errors in
shipment  shall be  reported  immediately  upon  receipt  to the Kodak  Regional
Distribution  Center.  Specifically,  visible-damages  and  shortages  shall  be
reported  to the  carrier  and to Kodak  within  twenty-four  (24)  hours  after
delivery to e-Vend.  Requests for adjustments on concealed  damages or shortages
involving  cartons  received  intact  shall be  reported  by e-Vend to the Kodak
Regional  Distribution  Center  within  fifteen  (15)  days  of  receipt  of the
shipment.  All notices are required to be in writing, time being of the essence,
or eVend  waives any rights  with  respect to damage or  shortage  claims of any
kind.  Provided  any damage or  shortage  is timely  reported  as set out above,
e-Vend may assert any claims for lost or damaged  freight within nine (9) months
from the original date of invoice,  time being of the essence. Any such requests
from e-Vend  after nine (9) months for the  original  invoice  date shall not be
investigated  or honored,  all rights  thereto being waived.  If e-Vend  reports
damages or shortages in shipments in the time periods set out above, Kodak shall
bear the risk of loss of shortages  and defects  only,  not transit  damage.  If
eVend fails to timely report damages or shortages as set out above, e-Vend shall
bear the risk of loss In the cases where  e-Vend  hears the risk of loss,  Kodak
shall assist e-Vend in filing damage claims with the carrier.

     9.6 e-Vends purchase orders which qualify for Kodak's shipping and handling
prepayment  plan,  as outlined in Section 9.4 above,  shall be shipped FOB Kodak
warehouse,  transportation paid to destination.  Kodak shall have final approval
of the method of transportation and carrier to e-Vend. e-Vend orders that do not
qualify for the Kodak  shipping and handling  prepayment  plan shall be prepaid,
but the charges shall be


                                       10
<PAGE>



added to the invoice of e-Vend. If a portion of an e-Vend order which originally
qualified for the shipping and handling to be paid by Kodak backorders, the back
order  shall be  shipped  transportation  paid by Kodak,  regardless  of billing
value.

     9.7 All Kodak  Merchandise is sold without any warranty or liability of any
kind, except that which is expressly stated on, is packaged with, or accompanies
such products,  processes and services,  and, with respect to the sale, use, and
handling of Kodak sensitized  goods are subject to the applicable  limitation of
liability listed as follows:

          Kodak   Merchandise   is   warranted   to  be  free  from  defects  in
     manufacturing,   labeling,   and  packaging.   KODAK  DISCLAIMS  ALL  OTHER
     WARRANTIES,  EXPRESS  OR  IMPLIED,  INCLUDING  THE  IMPLIED  WARRANTIES  OF
     MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

          IN  THE  EVENT  OF  A  BREACH  OF  FOREGOING  WARRANTY,  KODAK'S  SOLE
     OBLIGATION, AND E-VENDS, DIXIE'S OR MAYTAG'S EXCLUSIVE REMEDY, SHALL BE THE
     REPLACEMENT OF SUCH DEFECTIVE MERCHANDISE,  EVEN THOUGH THE DEFECT, DAMAGE,
     OR LOSS IS CAUSED BY THE  NEGLIGENCE  OR OTHER FAULT OF KODAK,  SHOULD THIS
     EXCLUSIVE REMEDY FAIL ITS ESSENTIAL PURPOSE, KODAK'S ENTIRE LIABILITY SHALL
     BE LIMITED TO THE REFUND OF THE PURCHASE PRICE OF THE DEFECTIVE PRODUCT.

          IN NO EVENT SHALL KODAK BE LIABLE FOR  INDIRECT,  INCIDENTAL,  SPECIAL
     AND/OR CONSEQUENTIAL DAMAGES, INCLUDING THE COST OF COVER.

     10. PACKAGING/SIGNAGE.

     10.1 All Kodak  Merchandise  sold from Vending Systems shall be packaged by
Kodak for shipping in pallet  quantities to e-Vend so that the Kodak Merchandise
may be readily inserted into e-Vends packaging of the size described in Schedule
G. Each shipment shall be  sufficiently  labeled to identify the SKU's contained
in the shipment. e-Vend shall pick, package, can, label all Kodak Merchandise in
eVend's  cylindrical  vending containers with lids, and ship to Target Locations
at a rate of Fifty Cents  (S0.50) per unit which  e-Vend  shall  invoice  Kodak.
Where economies of scale may be achieved, e-Vend shall pass those direct savings
through to Kodak and reduce the costs to Kodak  accordingly.  Kodak  retains the
right to bring these packaging.  canning and labeling  processes in-louse at its
sole discretion. In the event that Kodak does bring these packaging, canning and
labeling  processes  in-house,  Kodak shall package all Kodak  Merchandise to be
sold from  Vending  Systems for  shipping to e-Vend in  accordance  with e-Vends
specifications  for  vending  as  set  forth  in  Schedule  G.  Kodak  shall  be
responsible  for  providing  e-Vend  with  artwork,  the use of which is  solely
subject  to  Kodak's   written   approval,   for  can  labels  meeting   e-Vends
specifications for vending.

                                       11

<PAGE>

     10.2 Kodak shall also be responsible for providing Dixie and/or e-Vend with
DURATRANS   display   material   and   signage   meeting   Dixie's  and  e-Vends
specifications  for the front  and side  panels of each  Vending  System.  Dixie
and/or  e-Vend  shall  be  responsible  for  coordinating  the  printing  of all
DURATRANS  display  materials,  signage or posters at a cost to be approved  and
paid by Kodak.  All  DURATRANS  display  materials,  signage or posters shall be
installed by e-Vend,  Dixie or the Target Location personnel with all such costs
to be paid by e-Vend,  Dixie and/or the Target  Location.  Dixie  and/or  e-Vend
shall bear the costs to replace  the  DURATRANS  display  materials,  signage or
posters in the Vending Systems on an as needed basis due to vandalism,  wear and
tear,  defect, or other  commercially  reasonable  requests by Kodak (except all
Kodak-elective DURATRANS display materials,  signage or poster changes involving
marketing,  special promotions, and change of logos or Kodak Marks as defined in
Section  19.2 below  shall be paid by Kodak).  With  Kodak's  written  approval,
DURATRANS  display  materials,  signage  and/or  posters may be  customized  for
special occasions.

     10.3 Kodak shall have final and sole  approval on all artwork  used for can
labels, DURATRANS display material,  signage and posters, and retains the rights
to  all of  the  artwork.  Subject  to  Kodak's  approval,  which  shall  not be
unreasonably  withheld,  e-Vend  and/or  Dixie may  install  and  display  on or
contiguous to Vending Systems its or their respective  signs,  logos and service
marks as  e-Vend  and/or  Dixie  deems  appropriate.  e-Vend  shall use its best
efforts to package and ship Kodak Merchandise within thirty (30) days of receipt
of Kodak  Merchandise  and artwork from Kodak for stocking in Vending Systems by
e-Vend, Dixie or Target Location personnel, as applicable.

     11. RETURN PRIVILEGES / STOCK BALANCING.

     11.1 All Kodak  Merchandise  is sold without  return  privileges  except as
provided  in Section 1 1.2,  14.2 and 14.3,  or where the Kodak  Merchandise  is
determined  to be  defective  in  manufacturing,  outdated  sensitized  goods or
shipped in error by Kodak.

     11.2 Under unusual  circumstances,  and with prior  approval of their Kodak
marketing representative and regional sales management, which approval shall not
be unreasonably  withheld,  e-Vend may return to Kodak in reasonable  quantities
any Kodak Merchandise in accordance with Kodak's standards which may change from
tune to time.

     11.3 Before returning any Kodak Merchandise to Kodak,  e-Vend shall request
from Kodak, and Kodak shall issue to e-Vend. a Return  Authorization  Number and
shipping instructions for the Kodak Merchandise to be returned. Returns of Kodak
Merchandise  otherwise  authorized under any condition shall be accepted only if
the Kodak Merchandise was shipped from one of Kodak's Regional U.S. Distribution
Centers.  Kodak  Merchandise  returns from e-Vend shall be made  immediately  on
receipt

                                       12

<PAGE>

of Kodak authorization, and shipping shall be prepaid by e-Vend CIF to the Kodak
Regional  Distribution Center. If the Kodak Merchandise is defective or has been
shipped  incorrectly by Kodak, an adjustment will be made for the transportation
charges incurred by e-Vend through the use of a commercial carrier. Upon receipt
of returned  Kodak  Merchandise,  Kodak shall  credit  e-Vends  account for such
retumed Kodak  Merchandise.  The credit for authorized returns shall be based on
the same price as on the  original  invoice or the current  price,  whichever is
less. In any event, the same price level (Dealer Cost) shall always apply. Where
Kodak  acknowledges  responsibility,  the price on the original invoice shall be
the basis for the credit

     11.4 The expiration dating on Kodak  Merchandise  indicates the useful life
of these products when kept under recommended conditions.  Kodak agrees that all
Kodak  Merchandise  shipped to e-Vend  will bear an  expiration  date that is at
least  eighteen  (18)  months  after  the date on  which  the  particular  Kodak
Merchandise is shipped by Kodak to e-Vend.  E-Vend shall notify Kodak in writing
within fifteen (15) days after e-Vends receipt of any shipment from Kodak if the
Kodak  Merchandise  received  has an  expiration  date  which  is less  than the
required  eighteen  (18)  months,   and  Kodak  shall  replace  any  such  Kodak
Merchandise in the same manner.  The Kodak Merchandise  should be rotated on the
basis of expiration  dates to keep stocks  fresh.  If the Kodak  Merchandise  is
retumed from e-Vend with an expiration date that is nine (9) months or less from
the date of return, and is not covered by Section 11.5 below, e-Vend shall pay a
fifteen  per cent  (15%)  restocking  fee to  replace  such  Kodak  Merchandise,
provided  that such  Kodak  Merchandise,  when  originally  shipped  by Kodak to
e-Vend, bore an expiration date that was at least eighteen (18) months after the
date on which the particular Kodak Merchandise was shipped by Kodak to e-Vend.

     11.5 In general, no credit or allowance will be provided by Kodak for Kodak
Merchandise received within two (2) months of, or after its expiration date, and
shall be deemed outdated, provided that such Kodak Merchandise,  when originally
shipped by Kodak to e-Vend,  bore an expiration  date that was at least eighteen
(18) months after the date on which the particular Kodak Merchandise was shipped
by Kodak to e-Vend.  E-Vend shall  report,  and file claims with respect to, any
Kodak  Merchandise  received  with an  expiration  date  which is less  than the
required  eighteen  (18)  months,  and Kodak shall  replace same within the time
periods,  in the same manner, and subject to the terms and conditions,  provided
for shortages as set out in Section 9.5 above.  Small amounts of outdated  Kodak
Merchandise  that e-Vend  tray  occasionally  accumulate  may be returned to the
appropriate  Kodak Regional  Distribution  ('enter for credit  consideration ()n
such returns x% when in reasonable  quantities.  an allowance of twenty five per
cent   (25(degree),o)  of  the  current  lowest  net  price  on  outdated  Kodak
Merchandise will be made. This applies only to Kodak Merchandise shipped from ;1
Kodak regional  Distribution Center,  provided the Kodak Merchandise is returned
in the original packages with seals unbroken and transportation charges prepaid.
Kodak reserves the right to determine  whether  quantities of returned  outdated
Kodak  Merchandise are reasonable,  and whether the allowance  should be made in
full.  Quantities  of less  than  five  stock  keeping  units  ("SKU")  of Kodak
Merchandise in a separate shipment are not acceptable.

                                       13

<PAGE>

In order for Kodak to  process  the credit  promptly,  an  itemized  list of the
returned Kodak  Merchandise,  identified by the catalog  number,  must accompany
each shipment from eVend.

     11.6 If, at the time Kodak Merchandise is returned to Kodak,  e-Vend has no
account payable  balance owing to Kodak,  then Kodak will issue a check to eVend
within  forty-five  (45) days in an amount  equal to the amount  that e-Vend was
originally  billed  for  such  Kodak  Merchandise.  All  transportation  charges
incurred with respect to  pre-approved  returned  Kodak  Merchandise,  excluding
outdated Kodak Merchandise, shall be paid by Kodak.

     12. INTERNET REPORTING.

     12.1 All  Vending  Systems  shall  report by phone line on a daily basis to
e-Vends  data  collection  network  hosted by e-Vend on its secure  Internet Web
server located at e-Vends network operating center (the "Network"). e-Vend shall
develop and maintain  throughout  the Term of this  Agreement  plus the first to
occur of three (3) years after the  tennination or expiration of this Agreement,
or until Kodak is no longer dealing with Vending  Systems,  a secure location on
the Network which Kodak shall have irrevocable access twenty four (24) hours per
day,  seven (7) days per week and three  hundred  sixty five (365) days per year
(366 days during leap year), via password from any remote personal computer with
Internet access in order to download sales results from each Vending System into
Excel.  The secure  location  will report  daily  transactions  for each Vending
System,  including  price and products sold,  total  transactions at all Vending
Systems,  as well as -transactions  over varying time periods as may be selected
by Kodak.  The secure location shall also report average daily sales of each SKU
of Kodak  Merchandise  per Vending  System,  average  daily sales of each SKU of
Kodak Merchandise for all Vending Systems,  and the daily functioning  status of
each  Vending  System.  Kodak,  from time to time,  may provide  input to e-Vend
regarding  the  display  and fonnat of the above data  reported  and e-Vend will
endeavor  to  accommodate  Kodak's  requests  to the  extent it is  commercially
reasonably  fore-Vend to do so.  Kodak shall be able to see Vending  Systems are
activated, connected and operating as of each daily report when logging onto the
Network.  e-Vend shall use reasonable  commercial  efforts to use the Network to
manage inventory  efficiently and maintain  appropriate  stocking levels to meet
consumer demand for Kodak Merchandise.

     12.2  At any  time  one or  more  of  the  Vending  Systems  is  (are)  not
functioning for any reason e-vend shall  immediately  notify Kodak the reason(s)
the Vending machines is (are) down the remedy to repair tile Vending Systems and
put it (them) back into operating  ststus and tile timing when such remedy shall
be implemented.

     12.3 e-Vend shall provide Kodak, both  electronically  and via hardcopy,  a
monthly sales report for each SKU of Kodak  Merchandise and each Vending System,
and in total,  from the highest to the lowest  price points by month and year to
date.

                                      14

<PAGE>

     13. CUSTOMER SERVICE AND VENDING SYSTEMS MAINTENANCE

     13.1  e-Vend  will  provide  Kodak  Merchandise  technical  assistance  and
customer  service  twenty-four  (24) hours per day,  seven (7) days per week and
three  hundred  and sixty five (365) days per year (366 days  during leap year),
which shall include the maintenance of a toll-free  customer  service  telephone
line, to purchasers of Kodak Merchandise from the Vending Systems.  e-Vend shall
place a sign with its phone number(s) on all of the Vending  Systems  indicating
that it is  responsible  for,  and  should be  contacted  with  respect  to, any
maintenance  issues  or  customer  complaints,   including  without  limitation,
whenever a Vending  System  destroys a  credit/debit  card or does not  function
properly. In addition, Dixie and/or e-Vend shall commit to maintain a sufficient
amount of  inventory of spare and  replacement  parts to  adequately  supply the
activated, connected and functioning Vending Systems.

     13.2  e-Vend  and  Dixie  agree to  maintain  Vending  Systems  under  this
Agreement  in good  working  order.  Dixie and/or  e-Vend  shall  provide  fully
operational and  substantially  reliable software systems to operate the Vending
Systems and process all transactions  contemplated in this Agreement.  Dixie and
e-Vend  shall also  maintain  the software  system in good  working  order,  use
commercially  reasonable efforts to repair any errors,  failures or malfunctions
within forty eight (48) hours or less,  which may include the  installation of a
substitute  Vending  System or portions  thereof.  Kodak  acknowledges  that the
ability to process  credit and debit card  transactions  is dependent upon third
party service providers,  including telecommunication  providers, and credit and
debit  card  processors.  Accordingly,  Vending  Systems  inability  to  process
transactions may occur from time to time.  However,  Vending Systems failures or
malfunctions  which  occur more than four (4) times per year on a rolling  basis
with  respect to one percent (1 %) or more  activated  Vending  Systems for more
than two  consecutive  days shall be cause for  termination of this Agreement as
stated in Section 14 below. Exclusive of its ability to terminate this Agreement
for  causes as stated in  Section  14  below,  in the event of  Vending  Systems
failures or  malfunctions  which have not been corrected  within the forty eight
(48) hour time period,  e-Vend shall abate, during the period the Vending System
is  inactive,  all  Slotting  Fees  under  Section 4 and on  Schedule  A of this
Agreement.

     13.3  Dixie  agrees  to  maintain  supply   arrangements  with  e-Vend  and
sufficient  production  capacity to supply e-Vend with Vending Systems necessary
to allow the Parties to timely achieve the number of activated  Vending  Systems
as set forth on Schedule A. In  addition,  Maytag  agrees to create and maintain
during the Tern of this  Agreernent,  and during the  Wind-down  Period for each
Vending System, a "Customer Focus Team" consisting of at least one full-time and
one  part-time  Maytag  employee  who will (a) lead  e-Vend,  Kodak and Dixie in
identifying  Target  Locations and  developing  sales  materials for the Vending
Program;  (b) leverage and manage Maytag's  distribution  network in the vending
industry to assist e-Vend as needed in efficiently installing Vending Systems at
Target Locations; and (c) manage a service network for on-site

                                       15

<PAGE>



maintenance of both the hardware and software systems,  at e-Vends sole expense,
of  Vending  Systems to assist  e-Vend,  as needed,  in the  performance  of its
obligations under Section 13.2 of this Agreement.

     13.4 Dixie and e-Vend shall use commercially  reasonable  efforts repair or
replace, as applicable, any Vending System that is stolen, damaged or vandalized
beyond  reasonable  use to full  operation  within  fourteen  (14) days of being
notified that Vending System is  inoperable.  Should Dixie and/or e-Vend fail to
correct,  repair or replace the  inoperable  Vending System within this fourteen
(14) day period,  Slotting Fees will be abated from the end of the fourteen (14)
day  period  until the  Vending  System is  activated,  connected  and  properly
functioning.

     13.5  Under  this  Agreement,  Dixie  shall be  responsible  for all of the
maintenance,  technical  assistance and customer service supporting the hardware
and equipment used in this Vending Program,  and e-Vend shall be responsible for
all of the maintenance, technical assistance and customer service supporting the
software and data management associated with this Vending Program.

     14. TERM / CAUSES FOR TERMINATION.

     14.1  Unless  sooner  terminated  pursuant  to this  Section,  or  extended
pursuant  to  Section  14.3,  this  Agreement  shall  have a term  (the  "Term")
beginning on the date hereof and continuing until December 31, 2003.

     14.2 Within ninety (90) days after the  installment  and  activation of the
first five hundred (500) Vending Systems by e-Vend, Dixie and/or Maytag,  Kodak,
in its sole discretion, may terminate this Agreement for any reason by providing
Maytag and/or e-Vend  written  notice  ("First  Termination").  On the day Kodak
provides   written  notice  to  Maytag  and/or  e-Vend  to  exercise  the  First
Termination  ("First  Termination  Date"),  Kodak  shall have the option to: (a)
buy-out the leasing or financing on all such activated and properly  functioning
Vending Systems relating to this Agreement on the First  Termination Date at the
same price incurred by Maytag,  Dixie and/or e-Vend; or (b) continue the Vending
Program under this  Agreement,  including the payment of Slotting  Fees, for the
Wind-down  Period for each  activated  Vending System from the date each Vending
System is first  installed.  For the  purposes  of Sections  14.2 and 14.3,  the
period between the termination of this Agreement and the expiration of the three
(3) year period  beginning with the initial  installation and activation of each
Vending System is called the  "Wind-down  Period No additional  Vending  Systems
shall be installed nor activated after this First Termination Date. In addition,
e-Vend,  MAytag and Dixie shall have no  Obligation  to install or activate  any
additional  Vending Systems upon the Installment and activation of the fist five
hundred (500) Vending Systems unless and until the passage, without receipt from
Kodak of a First Termination  Notice, of ninety (90) days, or receipt from Kodak
of a notice that it is waiving its right to exercise the First  Termination.  In
the case where Kodak  buys-out the leasing or  financing on the Vending  Systems
activated  and  functioning  on the First  Termination  Date,  all unused  Kodak
Merchandise in e

                                       i6



<PAGE>



Vend's  inventory as of the First  Termination  Date may be returned to Kodak in
accordance with Kodak's  standard  return  procedures as stated in Sections 11.3
through 11.5 above, and all Kodak trademark and other Kodak  identification must
be removed from all non-activated Vending Systems and associated  materials.  If
at the Gate I  decision  point,  but no more than  ninety  (90)  days  after the
installment  and  activation of the first five hundred (500) Vending  Systems by
e-Vend,  Dixie and/or  Maytag,  Kodak decides not to terminate  this  Agreement,
Kodak,  in its sole  discretion,  shall  determine and provide written notice to
e-Vend and Maytag of the next quantity of additional Vending Systems which shall
be installed and activated by e-Vend,  Dixie and/or Maytag up to a maximum of an
additional  one  thousand  five  hundred   (1,500)   Vending  Systems  ("Gate  2
Quantity").

     14.3 Within ninety (90) days after the  installment  and  activation of the
Gate 2 Quantity of Vending Systems by e-Vend, Dixie and/or Maytag, Kodak, in its
sole  discretion,  may elect to  terminate  this  Agreement  for any reason with
written notice to Maytag and/or e-Vend ("Second Termination").  On the day Kodak
provides  written  notice  to  Maytag  and/or  e-Vend  to  exercise  the  Second
Termination  ("Second  Termination Date"), Kodak shall again have the option to:
(a)  buy-out  the  leasing  or  financing  on all such  activated  and  properly
functioning Vending Systems relating to this Agreement on the Second Termination
Date at the same price incurred by Maytag,  Dixie and/or e-Vend; or (b) continue
the Vending  Program  under this  Agreement,  including  the payment of Slotting
Fees, for the Wind-down Period for each activated  Vending System froth the date
each Vending System is first installed.  No additional  Vending Systems shall be
installed nor activated after this Second Termination Date. In addition, e-Vend,
Dixie and Maytag shall have- no obligation to install or activate any additional
Vending  Systems upon the  installment  and activation of the Gate 2 Quantity of
Vending  Systems unless and until the passage,  without  receipt from Kodak of a
Second  Termination  Notice,  of ninety  (90) days,  or receipt  from Kodak of a
notice that it is waiving its right to exercise the Second  Termination.  In the
case where Kodak  buys-out  the  leasing or  financing  on the  Vending  Systems
activated  and  functioning  on the Second  Termination  Date,  all unused Kodak
Merchandise  in  e-Vends  inventory  as of the  Second  Termination  Date may be
returned to Kodak in accordance with Kodak's standard return procedure as stated
in Sections  11.3 through 11.5 above,  and all Kodak  trademark  and other Kodak
identification  must be  removed  from all  non-activated  Vending  Systems  and
associated  materials.  If, at the Gate 2 decision  point,  Kodak decides not to
terminate  this  Agreement,  within ninety (90) days after the  installment  and
activation  of the Gate 2  Quantity  plus a  thirty  (30)  day  extension  to be
exercised by Kodak, if needed, the Parties hereto Tall attempt to mutually agree
on the terms and conditions  necessary to effect a three (3) years  extension on
this Agreement  including among other things:  reviewing best business practices
and trying to determine the balance of Vending Systems, up to a cumulative total
of ten thousand (10,000) Vending Systems,  to be installed and activated for the
balance of the Term;  and mutually  agree on a new monthly  Slotting Fee for all
Vending Systems installed and activated during the Tenn of this Agreement.

                                       17

<PAGE>

     14.4  Maytag,  Dixie and e-Vend shall use their best efforts to continue to
drive innovation in their respective technical  competencies regarding packaging
and  wireless  vending  technology.  Maytag,  Dixie and  e-Vend  shall also make
commercially  reasonable  efforts  to pioneer  or  compete  as the  "leaders  in
technology" in the wireless  vending  technology  field.  Given this,  Kodak may
terminate  this  Agreement  immediately  with  seven (7) day  written  notice to
Maytag,  Dixie or e-Vend,  if  Maytag's,  Dixie's and eVend's  expenditures  for
research and development for wireless vending and remote vending data management
and storage and other  successor  technologies  falls below an aggregate of Five
Hundred  Thousand  dollars  (S500,000.00)  during any rolling  twelve (12) month
period of the calendar year beginning with the year, 2001.

     14.5 Kodak may terminate  this Agreement  immediately  if Maytag,  Dixie or
e-Vend has not cured any material  breach of this  Agreement  within thirty (30)
days  after  written  notice of a  material  breach of this  Agreement  has been
provided by Kodak, as the non-breaching  Party, to Maytag,  Dixie and e-Vend. If
Kodak  terminates  this  Agreement due to any material  breach by either Maytag,
Dixie or e-Vend as stated in the previous  sentence,  then Kodak, in addition to
such other  remedies  as may be  available  under this  Agreement,  at law or in
equity or otherwise,  shall have no liability to the nonbreaching  Party. Maytag
and e-Vend may terminate this  Agreement  immediately if Kodak has not cured any
material  breach of this Agreement  within thirty (30) days after written notice
of a material breach of this Agreement has been provided by Maytag and eVend, as
the non-breaching Parties, to Kodak. Upon tennination of this Agreement by eVend
and Maytag in connection  with an uncured  material  breach of this Agreement by
Kodak pursuant to the immediately  preceding sentence,  e-Vend shall be entitled
to recover from Kodak the net present value of the remaining  balance due on the
leasing or financing on all activated and properly  functioning  Vending Systems
relating to this Agreement upon such termination,  and e-Vend,  Dixie and Maytag
shall have such other remedies as may be available under this Agreement, at law,
in equity or  otherwise.

     14.6 Any Party shall have the right to terminate this Agreement immediately
upon  delivering to the p Party or its  representatives  written  notice of such
tennination if any other Party: (a) becomes insolvent, or requests its creditors
for a  moratorium,  or enters  into a general  :assignment  for the  benefit  of
creditors or an  agreement of  composition  with its  creditors,  or suffers the
appointment of a temporary or permanent receiver,  trustee or custodian for all,
or substantial part of its assets that is not dismissed within thirty (30) days;
or (b) files a voluntary petition for relief under Title 1 I of the United State
Code, as amended for time to time (the  "Bankruptcy  Code"),  or if an Order for
Relief  under the  Bankruptcy  Code is entered  against  it, or if a petition or
answer is tiled proposing entry of an Order for Relief under the Bankruptcy Code
(which  pension or answer is not  discharged  or denied  within  sixty (60) days
after the filing  thereof),  or (c)  commences  any other  proceeding  under any
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency  or  liquidation  or similar law of any  jurisdiction  whether now or
hereafter in effect relating to it or any such  proceeding is commenced  against
any Party which is not dismissed for a period of sixty (60) days.

                                       18
<PAGE>

     15.  WIND-DOWN  PERIOD.  In the event Kodak  elects to continue the Vending
Program  including  payment of Slotting Fees during the  Wind-down  Period under
Sections 14.2 or 14.3,  or if Slotting Fees are payable after the  expiration or
termination  of this  Agreement  under Section 4, then as to each Vending System
that is then installed,  activated and  functioning:  (a) the Parties shall have
all applicable  obligations and rights as if this Agreement was still in effect;
and (b) these  rights and  obligations  with respect to a given  Vending  System
shall expire on the last day before the third (3rd)  anniversary of the date the
Vending System was first installed.

     16.  ESCROW  OF  VENDING  SYSTEMS,  SOFTWARE,  SOURCE  CODES  AND  HARDWARE
EQUIPMENT.

     16.1  To  secure  Maytag's  guaranty  of  e-Vends  performance  under  this
Agreement  as set out in  Section  39,  and to induce  Kodak to enter  into this
Agreement,  Maytag and e-Vend, as soon as practically possible, but no more than
thirty  (30)  days,  time  being of the  essence,  after the  execution  of this
Agreement,  shall enter into an escrow  agreement  ("e-Vend  Escrow  Agreement")
substantially in the form attached as Schedule F to this Agreement and deliver a
copy to Kodak,  and shall  deposit with the Escrow Agent the Escrow  Property as
defined in the e-Vend  Escrow  Agreement.  Failure to timely  execute the e-Vend
Escrow  Agreement  shall entitle any Party to terminate  this  Agreement.  The e
-Vend Escrow  Agreement  shall be  maintained  for Maytag's and Kodak's  benefit
until the last to occur of the expiration or termination of this  Agreement,  or
the end of any Wind-down Period.

     16.2 In the event e-Vend (a) becomes  insolvent,  or requests its creditors
for a  moratorium,  or  enters  into a general  assignment  for the  benefit  of
creditors or an  agreement of  composition  with its  creditors,  or suffers the
appointment of a temporary or permanent  receiver,  trustee or custodian for all
or substantial part of its assets that is not dismissed within thirty (30) days;
or (b) files a voluntary  petition for relief  under Title 11 of the  Bankruptcy
Code, or if an Order for Relief under the Bankruptcy  Codes entered  against it,
or if a petition or answer is filed proposing entry of an Order for Relief under
the  Bankruptcy  (which  petition or answer is not  discharged  or denied within
sixty (60) days after the filing thereof;  or (c) commences any other proceeding
under any  reorganization,  arrangement,  adjustment of debt, relief of debtors,
dissolution,  insolvency  or  liquidation  or  similar  law of any  jurisdiction
whether now or  hereafter  in effect  relating to it or any such  proceeding  is
commenced against e-Vend which is not dismissed for a period of sixty (60) days,
then Escrow Agent (as defined) shall release and distribute the Escrow  property
to Maytag as set out, and in accordance with, the e-Vend Escrow Agreement e-Vend
shall also  deliver  into  escrow  assignments  of  e-vend's  rights,  title and
interest in and to the Escrow  Property,  exclusive  of the e-Vend  Software and
Sourcecodes.  Title to the e-Vend  Software and  Sourcecodes,  as defined in the
e-Vend Escrow Agreement,  shall remain vested in e-Vend. However,  Maytag, under
non-exclusive license from e-Vend, and if so directed by Kodak, will be entitled
to use the eVend  Software to perform and  complete  the  obligations  of e-Vend
and/or Maytag under this  Agreement on all  activated  and properly  functioning
Vending Systems at the time of

                                       19

<PAGE>

release of e-Vend  Software by Escrow Agent as  contemplated  by this Agreement.
The license to the e-Vend  Software  granted to Maytag under this Agreement will
continue  until the last to occur of three (3) years beyond the  termination  or
expiration of this Agreement,  or for so long as Kodak pays, and is obligated to
pay, Slotting Fees under this Agreement.

     17. INDEMNIFICATION.

     17.1 e-Vend shall defend,  indemnify and hold Kodak,  Maytag, Dixie and the
Target  Locations  harmless  from  and  against  any  and all  losses,  damages,
liabilities,  claims, demands, lawsuits and expenses,  including court costs and
reasonable attorney's fees ("Claims") arising out of an allegation that personal
injury or  property  damage was caused by the e-Vend  System (as  defined in the
Recitals above), or by eVend's  packaging of the Kodak Merchandise  discussed in
Section 10.1 above, to any third party, or an allegation of any  infringement by
the e-Vend  System  (exclusive  of content  furnished  by Kodak) of any  patent,
copyright,  trademark,  service mark, right of privacy or publicity or any other
intellectual  property rights of a third party. If such an infringement claim is
asserted, or if Kodak, Dixie and/or Maytag believes one likely, eVend shall have
the right,  but no  obligation,  to procure a license from the party claiming or
likely to claim  infringement.  Notwithstanding  the  foregoing,  e-Vend  has no
responsibility to defend,  indemnify or hold Maytag, Dixie and/or Kodak harmless
from and against any Claims of whatever nature arising out of personal injury or
property damage caused by Maytag, Dixie or Kodak or their employees or agents.

     17.2 Maytag shall defend,  indemnify and hold e-Vend,  Kodak and the Target
Locations  harmless  from and against any and all Claims  arising out of an that
personal injury or property damage was caused by any Vending Systems  (exclusive
of the  e-Vend  System  or  Claims  caused  by  e-Vends  packaging  of the Kodak
Merchandise  discussed  in  Section  10.1  above),  to any  third  party,  or an
allegation of any  infringement by the Vending Systems  (exclusive of the e-Vend
System  and Kodak  Merchandise  furnished  by Kodak) of any  patent,  copyright,
trademark, service mark, right of privacy or publicity or any other intellectual
property rights of a third party. If such an infringement claim is asserted,  or
if Kodak  and/or  e-Vend  believes  one likely,  Maytag and Dixie shall have the
right, but no obligation, to procure a license from the party claiming or likely
to claim infringement.  Notwithstanding the foregoing,  Maytag and Dixie have no
responsibility  to defend,  indemnify or hold e-Vend and/or Kodak  harmless from
and  against  any Claims of whatever  nature  arising out of personal  injury or
property damage caused by Kodak of its employee of agents

     17.3 Kodak shall defend,  indemnify and hold e-Vend,  Maytag. Dixie and the
Target  Locations  harmless from and against an%: and all Claims  arising out of
any allegation  that the Kodak  Merchandise  cause  personal  injury or property
damage to any third party,  and/or an  allegation  that the  artwork,  graphics,
images,  text or other content  furnished by Kodak,  contained in or included on
the Kodak Merchandise,  any Kodak approved promotional materials for the Vending
Program provided by Kodak, including

                                      20
<PAGE>

product can labels and DURATRANS display materials,  infringe any design patent,
copyright,  trademark,  service mark, right of privacy or publicity or any other
intellectual  property rights of a third party. If such an infringement claim is
asserted,  or if Maytag,  Dixie and/or e-Vend  believes one likely,  Kodak shall
have the right, but no obligation,  to procure a license from the party claiming
or likely to claim  infringement.  Notwithstanding  the foregoing,  Kodak has no
responsibility to defend, indemnify or hold e-Vend, Dixie and/or Maytag harmless
from and against any Claims of whatever nature arising out of personal injury or
property damage caused by e-Vend,  Dixie or Maytag or their respective employees
or agents.

     17.4  Maytag,   Dixie  and/or  e-Vend  shall  be  responsible  for  getting
permission to place Vending  Systems in Target  Locations  through the Placement
Agreements, and shall defend, indemnify and hold Kodak harmless from and against
any and all Claims arising out of an allegation for trespass  arising out of any
acts or  omissions  of e-Vend,  Dixie or Maytag or by any other person or entity
other than Kodak in  connection  with the  performance  or  fulfillment  of this
Agreement.   In  addition,  if  e-Vend  is  not  performing  or  fulfilling  its
obligations under this Agreement,  and Kodak needs to perfonn such duties,  then
e-Vend shall defend,  indemnify and hold Kodak harmless from and against any and
all Claims arising out of an allegation for trespass  arising out of any acts or
omissions  in  connection  with the  performance  or  fulfillment  of e-Vends or
Maytag's obligations under this Agreement.

     17.5 The foregoing  rights of  indemnification  shall be conditioned on the
indemnified  Party (i) furnishing  prbmpt  notification  of any claim subject to
indemnity to the indemnifying  Party; (ii) permitting the indemnifying  Party to
control the defense and settlement of any third-party claim or action,  provided
that the indemnified  Party shall have the tight to approve any such settlement,
which approval shall not be unreasonably  withheld; and (iii) cooperating in the
defense by the indemnifying Party at the indemnifying Party's expense.

     17.6 The  indemnifying  Party will have no  obligation  with respect to any
claim based upon any modification of the Vending Systems or Kodak Merchandise or
the use or sale of Vending  Systems or Kodak  Merchandise  in  combination  with
products or components not furnished by the  indemnifying  Party or if the claim
would not have occurred but for such modification, use or sale.

     17.7 The indemnification  provisions provided by each Party in this Section
17 of the other  Parties  shall include each Party's  officers,  directors,  and
shareholders,  and shall include the costs,  expenses and  reasonable  attorneys
fees  incurred  by the Party  being  indemnified  as a result  of the  assertion
orprotection of any indemnified claim.

     18.   EXCLUSION  OF   CONSEQUENTIAL   DAMAGES.   -  NO  PARTY,   UNDER  ANY
CIRCUMSTANCES,  SHALL BE  LIABLE  TO THE  OTHER  FOR  CONSEQUENTIAL  (INCLUDING,
WITHOUT LIMITATION, LOST PROFITS

                                       21

<PAGE>


AND ECONOMIC DAMAGES), INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES ARISING
OUT OF OR RELATED TO THIS  AGREEMENT OR THE  TRANSACTIONS  CONTEMPLATED  HEREIN,
EVEN  IF SUCH  PARTY  HAS  BEEN  APPRISED  OF THE  LIKELIHOOD  OF  SUCH  DAMAGES
OCCURRING.

     19. PROPRIETARY RIGHTS.

     19.1 e-Vend  advises that it has  proprietary  rights in its  packaging and
vending  technology,  e-Vend System,  network and related hardware and software,
and service mark or trademark  rights in the marks  "e-Vend",  "e-Vend.net"  and
"Powered by e-Vend.net",  exclusive ownership of which shall remain with e-Vend.
No  interest  in any such  rights  e-Vend  may have,  including  any  associated
goodwill, shall be transferred to or acquired by Kodak through the execution and
performance of this Agreement.

     19.2 The Kodak  Merchandise  may bear one or more Kodak  trademarks  in its
product names ("Kodak Marks").  e-Vend, Dixie and Maytag may not remove,  alter,
or otherwise modify or conceal any Kodak Marks on the Kodak Merchandise. Subject
to Kodak's prior written  approval,  which may be granted or withheld in Kodak's
sole and absolute discretion,  e-Vend, Dixie and Maytag, during the Term of this
Agreement  and any  Wind-down  Period  only,  may use the Kodak Marks on Vending
Systems  subject  to  this  Agreement  or in  advertising  but  only  where  the
advertising directly refers to the Kodak Vending Systems or Kodak Merchandise or
states the fact that  e-Vend,  Dixie and Maytag are  distributors  of such Kodak
Merchandise  and only in accordance with such terms and conditions as Kodak from
time to time may establish.  e-Vend,  Dixie and MAytag are not authorized to use
any other Kodak  Marks,  including,  without  limitation,  the name Kodak or any
Kodak corporate symbol at any other time or for any other purpose. Kodak retains
all rights in the Kodak  Marks.  e-Vend,  Dixie and Maytag  recognize  the great
value of the  publicity  and  goodwill  associated  with  the  Kodak  Marks  and
acknowledges  that such  goodwill  exclusively  accrues  to the  benefit  of and
belongs to Kodak. e-Vend, Dixie and Maytag have no rights of any kind whatsoever
with respect to the Kodak Marks.  e-Vend, Dixie and Maytag may not use the Kodak
Marks on or in connection with any goods or services  (including but not limited
to promotional and  merchandising  items such as key chains,  mugs and T-shirts)
other than the Kodak Merchandise, except as preapproved in writing by Kodak.

     20. TAXES.  e-Vend shall be  responsible  for collecting and paying any and
all  applicable  state and federal  sales taxes  arising  from the sale of Kodak
Merchandise  from Vending  Systems and shall  indeninifv and hold harmless Kodak
against  any  claims,  damages,  losses  or  liabilities,  including  reasonable
attorneys  fees,  resulting from e-Vends  failure to do so. To the extent that a
single sales or similar tax  pertaining to e-Vends  purchase or lease of Vending
Systems or with respect to Slotting  Fees on those  Vending  Systems is imposed,
e-Vend  shall be  responsible  for such tax and shall  indemnify  and hold Kodak
harmless  against the same. In the event more than one separate sales or similar
tax is imposed with respect to e-Vends  purchase or lease of Vending Systems and
the Slotting Fees with respect to those Vending Systems, one

                                       22

<PAGE>


against e-Vend with respect to its purchase or lease of the Vending  Systems and
the other  against Kodak with respect to Slotting  Fees,  Kodak and e-Vend shall
each be  responsible  for fifty  percent  (50%) of any such tax which is imposed
with respect to Slotting  Fees only.  Either Party may from time to time, at its
option, challenge the imposition of any such second-tier tax. In the event Kodak
and/or  e-Vend  challenge(s)  the  imposition  of any sales or similar tax, each
shall be solely  responsible  for its costs or  expenses,  including  reasonable
attorneys'  fees, that it incurs in connection  with such challenge  ("Challenge
Costs"),  and  neither  party  shall  have any  responsibility  for the  other's
Challenge Costs.

     21.  RIGHT TO AUDIT.  Kodak  shall have the right to perform  any  factory,
field; accounting or other audit in connection with this Agreement.

     22.  PUBLICITY.  The Parties  agree to  cooperate  in issuing a joint press
release  announcing  the  strategic  alliance  formed by this  Agreement and the
national roll out of the Vending  Program after the execution of this  Agreement
in a form that is acceptable to all Parties.  All press releases announcing this
Agreement and the national  roll out of the Vending  Program must be approved in
final form by all Parties.  Except as otherwise required by law or in accordance
with good faith or advice by legal counsel,  for so long as this Agreement is in
effect,  none of the Parties shall issue or cause the  publication  of any press
release or other public  announcement with respect to the subject matter of this
Agreement  without the express prior written approval of the other Parties as to
form, content,  medium and all other aspects of the press or media.  Without the
prior written  consent of Maytag,  Kodak or e-Vend,  as the case may be, none of
the Parties shall use the others' names or arty confusingly  similar  variations
thereof, in any marketing  materials,  product  descriptions,  point-of-purchase
materials,  or annual or periodic  reports,  or  otherwise.  Such  approval  and
consent, if granted, will be at the sole and absolute discretion of the granting
Party,  on such terms and conditions as the granting Party from time to time may
establish.

     23.  REPRESENTATIONS AND WARRANTIES.  Each Party represents and warrants to
the others, that:

     (a) it is a corporation duly  incorporated and validly existing and in good
standing under the laws of the states of New Jersey or Delaware, as applicable;

     (b) it has full requisite  corporate right. power and authority to execute,
deliver anal enter into this Agreement and perform its obligations under each of
this Agreement

     (c) it is duly licensed,  authorized or qualified 10 den business and is in
good  standing  in every  jurisdiction  in  which a  license,  authorization  or
qualification  is  required  for the  ownership  or leasing of its assets or the
transaction  of business of the  character  transacted  by it,  except where the
failure to be so licensed, authorized or

                                       23

<PAGE>

qualified  would not have a material  adverse  effect on the Party's  ability to
fulfill its obligations under this Agreement;

     (d) its  execution,  delivery and  performance of this Agreement do not (i)
contravene or constitute a default under any contractual  restriction binding on
or affecting it or any of its  properties or  certificate  of  incorporation  or
by-laws or (ii) to the best of its  knowledge,  require any  consent,  pennit or
approval of any U.S. governmental agency or authority;

     (e) this  Agreement  has been duly  executed  and  delivered by it and is a
legal, valid and binding obligation thereof enforceable against it in accordance
with its terms; and

     (f) to the  best  of its  knowledge,  there  are no  claims,  judgments  or
settlements  binding on it or any of its  affiliates,  or pending or  threatened
claims or litigation against it or any of its affiliates, which would prevent or
impede its performance under this Agreement.

     24. CONFIDENTIALITY.

     24.1 During the performance of each Party's  respective  obligations  under
this  Agreement,  each Party may come to have knowledge of certain  confidential
information  relating to the other Party's  business,  financial  matters and/or
trade  secrets,  which  shall be deemed to include  the tenns of this  Agreement
("Confidential Information"). All quantities, prices, forecasts, specifications,
product  planning  information  and  delivery  information  shall also be deemed
Confidential Information and shall be kept strictly confidential by all Parties.
In no event shall any Party disclose the  Confidential  Information of any other
Party to any third party without the prior written  "consent of the owner of the
Confidential Information, which consent may be conditioned upon the agreement of
the third party to maintain the confidentiality of the information. Confidential
Information  shall not include  information that: (i) was known to the recipient
prior to disclosure;  (ii) was independently  developed by recipient without use
of or  reference  to  confidential  information  of  another  party;  (iii)  was
disclosed  to  recipient   by  a  third  party   without  any   violation  of  a
confidentiality  agreement  to the  best of  recipient's  knowledge;  or (iv) is
generally  available  to the  public.  Each Party shall be  responsible  for any
brcach  of this  provision  by its  employees  and  shall  notify  all  relevant
employees  and  agents of the  confidentiality  obligations  set  forth  herein.
Notwithstanding  anything  contained  herein to the  contrary it .hall not he ;l
breach of this provision for any party to disclose such information  required to
be  disclosed  in  connection  with an  adminsitrative  regulatory  or  judicial
processs  or   proceeding   provided,   however,   that  prompt  notice  to  the
non-disclosing  Party is given of tile  possibility of such  disclosure and that
tile Party which may be  compelled  to disclose  shall use its  reasonable  best
efforts to resist disclosure.

     24.2 Any  Confidential  Infonnation  furnished  by Kodak to  e-Vend,  Dixie
and/or Maytag shall be returned (to the extent it is in e-Vends, Dixie's and/or

                                       24

<PAGE>

Maytag's possession, custody or control) by e-Vend, Dixie and/or Maytag to Kodak
upon  expiration or earlier  termination  of this  Agreement.  Any  Confidential
Information  furnished by e-Vend, Dixie and/or Maytag to Kodak shall be returned
(to the extent it is in Kodak's  possession,  custody  or  control)  by Kodak to
e-Vend,  Dixie and/or Maytag upon the expiration or earlier  termination of this
Agreement.  The Confidential  Information shall be kept in a secure fashion in a
manner  consistent  with the treatment of  confidential  information  within the
applicable  Party  so  as to  prevent  disclosure  to  third  parties.  Internal
dissemination of the Confidential Information by the Parties shall be limited to
those of its  employees  whose  duties  justify a need to know the  Confidential
Information,  and such employees  shall be obligated to comply with this Section
24.

     25.  NOTICES.  All notices or other  communications  required or  permitted
under this  Agreement or given in  connection  herewith  shall be in writing and
shall be deemed effectively given: (a) upon personal delivery to the Party to be
notified;  (b) when sent by confirmed  telex or facsimile if sent during  normal
business hours of the recipient, if not, then on the next business day; (c) five
(5) days after having been sent by  first-class  registered  or certified  mail,
return receipt requested, postage prepaid; or (d) one (1) day after deposit with
a nationally  recognized overnight courier,  specifying next day delivery,  with
written verification of receipt; and shall be addressed as follows:

If to Maytag, to:

                Maytag Corporation
                403 West Fourth Street North
                P.O. Box 39
                Newton, Iowa 50208
                Attention:       Roger Scholten
                Facsimile:       (641) 787-8115

                With a copy to:

                Maytag Corporation
                403 West Fourth Street North
                P.O. Box 39 Newton, Iowa 50208
                Attention: General Counsel
                Facsimile: (641) 787-8102

                If to Dixie, to:

                Dixie-Narco, Inc.
                One Dixie Narco Boulevard
                P.O. Drawer 719
                Williston, South Carolina 29853
                Attention:       Doug Huffer
                Facsimile:       803-266-5050

                                       25

<PAGE>



                With a copy to:

                Maytag Corporation
                403 West Fourth Street North
                P.O. Box 39 Newton, Iowa 50208
                Attention: General Counsel
                Facsimile: (641) 787-8102

                If to Kodak, to:

                Eastman Kodak Company
                4 Concourse Parkway
                Suite 300
                Atlanta, Georgia 30328
                Attention: Eric Lent
                Facsimile: (770) 522-2500

                With a copy to:

                Eastman Kodak Company
                General Counsel Office
                343 State Street
                Rochester, New York 14650-0207
                Attention: James M. Quinn
                Facsimile: (716) 724-6611

                                       26

<PAGE>

                If to e-Vend, to:

                e-Vend.net Corporation
                500 N. Walnut Street, Suite 100
                Kennett Square, PA 19348
                Attention:    Daniel J. Kearney
                Facsimile:   (610) 925-5467

     26. DISPUTE RESOLUTION PROCEDURE

     26.1 If, in the  opinion of one Party,  another  Party has failed to comply
with the  requirements  of this  Agreement,  or to perform its  obligations in a
satisfactory  manner, then this dispute resolution procedure will be invoked. In
order to  expedite  the  prompt  resolution  of any  disputes  which  may  arise
hereunder,  all Parties  agree that this dispute  resolution  procedure  will be
employed  prior to any Party availing  itself of any legal remedies  (except for
injunctive  relief and the right to  terminate  this  Agreement  as  provided in
Section 14 above) against another party.

     26.2 The  aggrieved  party will  provide the other  Parties  with a dispute
notice (the "Dispute  Notice"),  and the dispute will be referred to the initial
level representatives (the "Initial Level") identified in Schedule E. Maytag and
Dixie shall designate a single  representative  to represent the both of them at
this  Initial  Level and a single  representative  for the  Mediation  Level (as
defined in the next Section).

     26.3 In the event a dispute has not been resolved at the Initial Level,  or
a corrective  plan of action has not been  mutually  agreed upon,  within thirty
(30) calendar days of the giving of the Dispute Notice,  then any Party may seek
resolution of the dispute at the mediation  level (the  "Mediation  Level") by a
written  notice to all of the other  Parties (the  "Mediation  Notice").  At the
Mediation Level,  each Party shall endeavor in good faith to resolve the dispute
by mediation  administered  by the American  Arbitration  Association  under its
Commercial  Mediation Rules before resorting to litigation or some other dispute
resolution procedure.  The entire mediation proceeding shall be confidential and
all discussions,  representations  and statements made during the mediation,  as
well as any communications, thoughts, impressions or notes of the mediator, will
be  inadmissible  and  not  subject  to  discovery  in  any  future  litigation,
arbitration or other proceeding. The Parties agree to use all reasonable efforts
to meet within  fifteen (15) calendar  days after the Mediation  Notice to begin
mediation  and to resolve tile dispute The Panics agree to  participate  in food
faith in the mediation to its conclusion as designated by the mediator

     26.4 If the Parties are not  successful  in resolving  the dispute  through
mediation,  or a corrective plan of action has not been agreed upon, the earlier
of sixty (60) days froth the date of the Dispute  Notice or sixty (60) days from
the  Mediation  Notice,   then  any  Party  may  commence  litigation  or  other
proceedings in connection with the dispute, all rights being reserved.

                                       27

<PAGE>

     27. GOVERNING LAW.

     27.1 This  Agreement  shall be governed in all  respects by the laws of the
State of New York as such  laws  are  applied  to  agreements  between  New York
residents  entered  into and  performed  entirely  in New York.  Subject  to the
provisions of Section 26 and the  remainder of this Section 27,  disputes may be
brought  in any  court  with  appropriate  jurisdiction.  Without  limiting  the
foregoing,  each Party  irrevocably  consents to the  jurisdiction  of the state
courts of New York and the United States District Court for the Eastern District
of New York with respect to all matters  arising from this  Agreement,  for that
limited  purpose  only,  and each Party waives any  objections  to venue in such
courts and agrees that process may be served in the manner  provided  herein for
giving of notices or otherwise  as allowed by the  applicable  court;  provided,
however,  that each Party agrees not to commence any action,  suit or proceeding
in state court unless the United States District Court for the Eastern  District
of New York lacks  subject  matter  jurisdiction  with respect to the dispute or
otherwise is unable to hear the matter.

     27.2 Each  Party  agrees  to comply  with all  applicable  laws,  rules and
regulations in the performance of its obligations under this Agreement

     28.  INDEPENDENT  CONTRACTORS.  Each Party to this Agreement is, and at all
times will remain, an independent contractor and no Party shall represent itself
to be the agent,  joint venturer,  or partner of another Party hereto or, except
for Dixie and Maytag,  to be related,  to any other  Party.  No  representations
shall be made or acts done by any  Party  which  would  establish  any  apparent
relationship  of agency,  joint venture,  or partnership ' No  employer-employee
relationship  or  agent-principal  relationship  shall be deemed created by this
Agreement.  Maytag,  Dixie  and  e-Vend  are not  authorized  to enter  into any
agreements  or contracts of any kind,  including the  Placement  Agreements,  on
behalf of Kodak and they are not  authorized to bind Kodak in any manner.  Kodak
is not  authorized  to enter  into any  agreements  or  contracts  of any  kind,
including the Placement  Agreements,  on behalf of e-Vend,  Dixie and/or Maytag,
and Kodak is not authorized to bind e-Vend, Dixie and/or Maytag in any manner.

     29. SUCCESSORS AND ASSIGNS.

     29.1 Except as otherwise  expressly  provided herein, the provisions hereof
shall inure to the benefit of, and be binding upon,  the  successors and assigns
of the  Parties  hereto.  This  Agreement  shall be Iii full  force and  effect,
provided  that such  successors  and assigns have  camparable  expertise and net
worth to the Parties of this  Agreement  upon Ow  occurrence  of (i) ::n initial
public  offering or public sale of additional  shares of any [)arty',,  or their
,subsidiaries' Stick (as applicable); (ii) a change of control event (including,
but not  limited  to,  an  acquisition  of any  Party);  or  (iii)  other  sale,
acquisition or merger of any Party.

     29.2 Except as otherwise provided herein, the rights and obligations of the
Parties  hereunder  shall  neither be assigned nor  delegated  without the prior
written

                                       28

<PAGE>


consent of the other  Parties,  provided  that any Party may assign or  delegate
their respective rights and obligations  hereunder,  in whole or in part, to any
parent or subsidiary or affiliate of e-Vend, Maytag or Kodak in existence at the
time of  execution of this  Agreement,  upon prior  written  notice to the other
Parties.  Such  assignment  shall not diminish any rights or duties that e-Vend,
Dixie, Maytag or Kodak may have had prior to the effective date of assignment.

     30. AMENDMENT AND WAIVER.

     30.1 This  Agreement  may be amended or modified with respect to the rights
or  obligations  of a  particular  party only upon the  written  consent of that
Party.

     30.2 The  obligations  of a Party under this  Agreement may be-waived  only
with the written  consent of each of the other Parties and the rights of a Party
under this Agreement may be waived only by the written consent of that Party.

     31. DELAYS OR OMISSIONS. It is agreed that no delay or omission to exercise
any right,  power or remedy accruing to any Party,  upon any breach,  default or
noncompliance by another Party under this Agreement shall impair any such right,
power or remedy,  nor shall it be  construed  to be a waiver of any such breach,
default or noncompliance,  or any acquiescence  therein, or of or in any similar
breach, default or noncompliance thereafter occurring. It is further agreed that
any waiver,  permit,  consent or approval of any kind or character by a Party of
any breach,  default or noncompliance under this Agreement or any waiver on such
Party's  part of any  provisions  or  conditions  of this  Agreement  must be in
writing and shall be effective only to the extent specifically set forth in such
writing.  All  remedies,  either  under this  Agreement,  by law,  or  otherwise
afforded to any Party, shall be cumulative and not alternative.

     32. FORCE MAJEURE.  Except for payments due under this  Agreement,  none of
the Parties will be responsible  for any failure to perform due to causes beyond
its  reasonable  control,  including but not limited to acts of God, war,  riot,
embargoes,  acts of civil or military  authorities,  fire, floods,  earthquakes,
accidents, strikes, mechanical failure, or fuel crises, provided that such Party
gives prompt written notice thereof to the other Parties.

     33. SEVERABILITY.  In case any provision of the Agreement shall be invalid,
illegal or unenforceable,  the validity,  legality and  enforceability  of' tile
remianing provisions shall not in any way be affected or impaired thereby.

     34.  SURVIVAL Only those  obligations  under Sections 16, 19 and 24 of this
Agreement,  the obligation that e-Vend, Dixie and/or Maytag shall stop using the
Kodak Marks as stated in Section 19.2,  and the  obligation to continue  certain
Slotting Fee payments  for a period of time under  Section 4, shall  survive the
expiration  or  termination  of this  Agreement,  except  that in the event of a
Wind-down  Period under  Sections  14.2 or 14.3 or the  continuation  of certain
Slotting Fee payments under Section 4, the provisions

                                       29

<PAGE>

of Section 15 shall control and survive the  termination of this  Agreement.  No
other   obligations  under  this  Agreement  shall  survive  the  expiration  or
termination of this Agreement.

     35. SCHEDULES.  The provisions of all of the Schedules described herein and
attached  hereto are hereby  deemed fully  incorporated  into this  Agreement by
reference herein. This Agreement and the attached Schedules  constitute the full
and entire  understanding  and  agreement  among the Parties  with regard to the
subjects hereof and no Party shall be liable or bound to any other in any manner
by  any  representations,   warranties,   covenants  and  agreements  except  as
specifically set forth herein and therein.

     36. TITLES AND  SUBTITLES.  The titles of the sections and  subsections  of
this  Agreement  are  for  convenience  or  reference  only  and  are  not to be
considered in construing this Agreement.

     37.  COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one instrument.

     38. TIME OF THE ESSENCE.  Unless otherwise expressly provided herein, where
there are deadlines mentioned in this Agreement, time is of the essence.

     39. CROSS GUARANTY.

     39.1 Maytag and e-Vend each guarantees the performance of the other in this
Agreement as if the duty of the  performance  under this  Agreement were each of
its own.  Without  limiting the foregoing,  Maytag shall be responsible  for all
payments and sums due from e-Vend to Kodak,  and e-Vend shall be responsible for
payments  and sums due from Maytag to Kodak.  Kodak shall be able to enforce the
obligations of Maytag and e-Vend under this  Agreement  against Maytag or e-Vend
or both. Maytag also guarantees the performance of Dixie in this Agreement as if
Dixie's duty of  performance  under this  Agreement were its own. Kodak shall be
able to enforce the  obligations  of Dixie under this  Agreement  against either
Maytag or Dixie or both.

     39.2 In the event that Kodak,  up to and  including  the  installation  and
activation of the first five hundred (500) Vending  Systems,  wishes to exercise
its rights under  Section 39.1 against  Maytag in  connection  with a failure by
c-Vend or Dixie 14) Perform their respective  obligations under- this Agreement,
or  against c Vcnd III  connection  with a failure by Maytag or Dixie to perform
their  respective:  obligation  under this  Agreement,  it shall provide Maytag,
Dixie and e-Vend with written notice of' such exercise: (a) of at least five (5)
days in advance with respect to any monetary  failure or  non-monetary  failures
which substantially  prevent the operation or supply of more than twenty percent
(20%) of the Vending Systems then in place; or (b) at least fifteen (15) days in
advance with respect to any other non-monetary failures (the "Other Failures").

                                       30

<PAGE>



Notwithstanding the foregoing,  the Vending Systems cure requirements of Section
13.2 and 13.4 are still applicable.

     39.3 In the event that Kodak, after the installation and activation date of
the  five  hundredth  (500th)  Vending  Systems  but  before   installation  and
activation  of the Gate 2  Quantity  (as  defined in  Section  14.2),  wishes to
exercise its rights  under  Section 39.1  against  Maytag in  connection  with a
failure by e-Vend or Dixie to perform their  respective  obligations  under this
Agreement,  or against e-Vend in connection with a failure by Maytag or Dixie to
perform their  respective  obligations  under this  Agreement,  it shall provide
Maytag,  Dixie and e-Vend with written notice of such exercise:  (a) of at least
five (5) days in advance with respect to any  monetary  failure or  non-monetary
failures  which  substantially  prevent  the  operation  or  supply of more than
fifteen  percent  (15%) of the Vending  Systems  then in place;  or (b) at least
fifteen (15) days in advance with respect to any Other Failures. Notwithstanding
the foregoing,  the Vending  Systems cure  requirements of Section 13.2 and 13.4
are still applicable.

     39.4 In the event that Kodak,  after the installation and activation of the
Gate 2  Quantity  of  Vending  Systems  but  before  the  expiration  or earlier
termination of this Agreement (up to a maximum  cumulative total of ten thousand
(10,000)  Vending  Systems),  wishes to exercise its rights  under  Section 39.1
against Maytag in connection  with a failure by e-Vend or Dixie to perform their
respective  obligations  under this  Agreement,  or against e-Vend in connection
with a failure by Maytag or Dixie to perform their respective  obligations under
this Agreement,  it shall provide Maytag, Dixie and eVend with written notice of
such  exercise:  (a) of at least  five (5) days in advance  with  respect to any
monetary  failure or  non-monetary  failures  which  substantially  prevent  the
operation  or supply of more than one percent (1 %) of the Vending  Systems then
in place;  or (b) at",  least  fifteen  (15) days in advance with respect to any
Other  Failures.   Notwithstanding  the  foregoing,  the  Vending  Systems  cure
requirements of Section 13.2 and 13.4 are still applicable.

     39.5  Notwithstanding  the foregoing  provisions in Sections 39.2, 39.3 and
39.4, if any Other Failures  cannot  reasonably be cured within the fifteen (15)
day  period,  then  provided  the  required  Party  commences  to cure the Other
Failures  within the  initial  fifteen  (15)  days,  and  thereafter  diligently
prosecutes  the cure to  completion,  tile tirne to cure the Other Failures (and
the  corresponding  minimum advance notice to the guarantor) will be extended to
such time as reasonably may be necessary to cure same, not to exceed thirty (30)
days.

     39.6 If (i) MAytag and e-Vend  received  notice of any failure of e-Vend to
pert-01111 its obligations under this Agreement  pursuant to Sections 39.2, 39.3
or 39.4, which failure has not been cured within tile notice period provided for
above,  and (ii) Maytag notifies Kodak in writing to snake all further  payments
to e-Vend  under this  Agreement  directly  to Maytag  (the  "Payment  Direction
Notice"),  then,  from  five (5) days  after the date of the  Payment  Direction
Notice,  Kodak  will pay  directly  to  Maytag  any and all sums due or  amounts
otherwise owing from Kodak to e-Vend under this

                                       31


<PAGE>

Agreement  (other  than  any  payments  already  processed  and sent by Kodak to
e-Vend),  and e-Vend hereby expressly consents to such payment.  Such obligation
of Kodak  shall  terminate  five (5) days after  receipt  from Maytag of written
notice rescinding the Payment Direction Notice and Kodak shall resume making all
further payments (other than any payments already processed and sent by Kodak to
Maytag) under this Agreement to e-Vend.  Kodak's  compliance with the foregoing,
if properly elected by Maytag, is an express condition to Maytag's obligation to
perform  the  obligations  of eVend  under  this  Section  39.  Kodak is  hereby
irrevocably  authorized  and directed to pay the Slotting  Fees to Maytag as set
out in this Section as full satisfaction of Kodak's  obligations to pay Slotting
Fees under this Agreement.

                                       32

<PAGE>


     40. ENTIRE AGREEMENT.

     40.1  Each   Party   acknowledges   that  no   representation.   statement,
understanding, or agreement has been made other than what is expressly set forth
in this Agreement.  No Party has relied on anything done or said with respect to
this  Agreement,  its  duration,  termination,  renewal  or with  respect to the
relationship between the Parties, other than what is expressly set forth in this
Agreement.  All  Parties  agree  that  there  are no  other  representations  or
understandings  which  change or modify the terms of this  Agreement  to prevent
this Agreement from becoming effective as written, or that in any way affects or
relates to the subject matter hereof.  Maytag and e-Vend also  acknowledge  that
the terms and conditions of this Agreement are fair and reasonable.

     40.2  This  Agreement  terminates  and  supersedes  any  prior  agreements,
including the Previous Agreement, between the Parties. '

     IN WITNESS  WHEREOF,  the Parties hereto have executed this Agreement as of
the date set forth in the first paragraph hereof.

                                 EASTMAN KODAK COMPANY

                                 BY:
                                 ----------------------------------
                                                             `
                                 Name:
                                 ----------------------------------

                                 Title:
                                 ----------------------------------

                                 MAYTAG CORPORATION

                                 By:
                                 ----------------------------------
                    `
                                 Name:
                                 ----------------------------------

                                 Title:
                                 ----------------------------------

                                 E-VEND.NET CORPORATION
                                 ----------------------------------

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

                                 Name:
                                 ----------------------------------

                                 Title:
                                 ----------------------------------

                                 DIXIE-NARCO, INC.

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

                                 Name:
                                 ----------------------------------

                                 Title:
                                 ----------------------------------

                                       32


<PAGE>

     40. ENTIRE AGREEMENT.

     40.1  Each   Party   acknowledges   that  no   representation,   statement,
understanding, or agreement has been made other than what is expressly set forth
in this Agreement.  No Party has relied on anything done or said with respect to
this  Agreement,  its  duration,  termination,  renewal  or with  respect to the
relationship between the Parties, other than what is expressly set forth in this
Agreement.  All  Parties  agree  that  there  are no  other  representations  or
understandings  which  change or modify the terns of this  Agreement  to prevent
this Agreement from becoming effective as written, or that in any way affects or
relates to the subject matter hereof.  Maytag and e-Vend also  acknowledge  that
the terms and conditions of this Agreement are fair and reasonable.

     40.2  This  Agreement  terminates  and  supersedes  any  prior  agreements,
including the Previous Agreement, between the Parties.

     IN WITNESS  WHEREOF,  the Parties hereto have executed this Agreement as of
the date set forth in the first paragraph hereof.

                                 EASTMAN KODAK COMP NY

                                 BY:
                                 ----------------------------------
                                                             `
                                 Name:
                                 ----------------------------------

                                 Title:
                                 ----------------------------------

                                 MAYTAG CORPORATION

                                 By:
                                 ----------------------------------
                    `
                                 Name:
                                 ----------------------------------

                                 Title:
                                 ----------------------------------

                                 E-VEND.NET CORPORATION
                                 ----------------------------------

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

                                 Name:
                                 ----------------------------------

                                 Title:
                                 ----------------------------------

                                 DIXIE-NARCO, INC.

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

                                 Name:
                                 ----------------------------------

                                 Title:
                                 ----------------------------------


                                       33


<PAGE>

                                   Schedule A

                Vending Program Installations per Approval "Gate"
                -------------------------------------------------
                                      and
                                      ---
                  e-Vend Monthly Slotting Fee Pavment Schedule
                  --------------------------------------------
                  per Connected and Functioning Vending Svstems
                  ---------------------------------------------

Number of Activated Vending                   Monthly Slotting Fees
Systems per Approval "Gate"                   Per Vending Systems
   Gate 1: Up to 500 Units                     $150.00
   Gate 2: An Additional 500 - 1,500 Units     $150.00
   Gate 3: Up to 10,000 Cumulative Total       To Be Re-evaluated/
                                               Negotiated***

*** Kodak and  Maytag/e-Vend  shall  negotiate the terms of this  Agreement when
Kodak has made such determination to continue with the Vending Systems placement
program.

                                      A-1
<PAGE>



                                   Schedule B

                 e-Vend Standard Placement Agreement (attached)
                 ----------------------------------------------

                                       B-1
<PAGE>

                       VENDING SYSTEM PLACEMENT AGREEMENT
                       ----------------------------------

THIS  VENDING  SYSTEM  PLACEMENT   AGREEMENT,   dated  this  ______________  day
of____________ 2000, is between e-Vend.net Corporation, having an address at 500
North Walnut Street, Kennett Square, PA 19348 ("E-VEND") and , having an address
at________________ (the "Company").

     E-VEND is engaged in the business of installing,  operating and maintaining
a network of credit card operated  vending  systems  ("Vending  Systems")  which
dispense  Kodak T"  photographic  and imaging  products,  processes and services
("Merchandise") from Vending Systems.

     The  Company  owns or  otherwise  has the right to occupy the  location  or
locations  identified  on  Schedule  One  attached  to and  made a part  of this
Agreement (a "Location," and if more than one, the "Locations").

     E-VEND,   alone,   is  responsible  and  liable  for  its  obligations  and
commitments  under this  Agreement  including  the  installation,  operation and
maintenance of the Vending Systems at each Location,  and the Company shall look
exclusively to E-VEND for the performance of same.

     The Company and E-VEND wish to confirm their  agreement  under which E-VEND
will install and maintain Vending Systems offering Merchandise at the Locations.

     In consideration  of the mutual promises  contained  herein,  and for other
good and valuable  consideration,  the parties,  intending to be legally  bound,
hereby agree as follows:

     1. Recitals Incorporated. The foregoing recitals are incorporated into this
Agreement.

     2. Installation of `Vending Svstems. Subject to the terms and conditions of
this  Agreement,  the  Company  hereby  grants to E-VEND,  and it  designees,  a
nonexclusive  license and tight to enter onto each Location to install,  repair,
maintain and replace at each Location a Vending System stocked with  Merchandise
and /or the  Merchandise  for the term set forth on  Schedule  One.  The Company
shall furnish and provide  adequate space and  facilities for the  installation,
operation and maintenance of Vending Systems without  hindrance.  Promptly after
execution  of this  Agreement,  the  Company  shall  designate  managers of each
Location  who  shall  consult  with  a  representative  of  E-VEND  to  identify
appropriate space within Locations for the installation of Vending Systems. Each
Vending System requires a standard phone jack and phone line and standard 1 110V
electrical line and outlet,  the costs of installation  and maintenance of which
shall be borne by the Company.  In designating  space for Vending  Systems,  the
parties  shall seek to place  Vending  Systems in areas with high foot  traffic,
visibility and convenient  customer access to the Vending System,  without undue
interference  with the Company's  operations or traffic flow, while also seeking
to minimize phone and electrical line installation costs.

     3. Company Stocking Semices.  Should the Company elect to do so on Schedule
One to this  Agreement,  the  Company  shall be  responsible  for  Stocking  and
restocking  Vending  Systems in accordance with Evend's  instruction  during the
term of this  Agreement  E-VEND  representatives  shall  provide  any  necessary
training  concerning its stocking  requirements to managers of the Locations and
shall provide tire managed of each  Location with a key to the Vending  machine.
The parties  anticipate that stocking  service  requirement  shall he similar to
those  requirement tit stock a beverage vending  machine.  Stocking service will
essentially  consist  of  receiving  Merchandise  from  E-VEND,   stocking  that
Merchandise  into the  appropriate  columns in the Vending  System in accordance
with E-VEND's  instructions,  reporting to E-VEND concerning  inventory received
and stocked,  occasionally installing promotion-specific posters on the front of
the  Vending  System  using  tape or  other  adhesive  provided  by  EVEND,  and
occasionally  removing  from the  Vending  Systems  and  shipping  (at  E-VEND's
expense)  obsolete  inventory in  accordance  with  E-VEND's  instructions.  The
Merchandise may bear one or more

                                       B-2

<PAGE>

Kodak""' trademarks in its product names ("Kodak Marks"). E-VEND and the Company
may not remove,  alter,  or  otherwise  modify or conceal any Kodak Marks on the
Merchandise.  E-VEND  and the  Company  may not use  the  Kodak  Marks  on or in
connection with any goods or services  (including but not limited to promotional
and  merchandising  items such as key chains,  mugs and T-shirts) other than the
Merchandise, except as preapproved in writing by the Eastman Kodak Company.

     4. Company  Commissions.  In consideration of the Company's grant of rights
and  services  provided  under this  Agreement,  if the  Company  has elected to
provide Stocking  services under Paragraph 3 of the Agreement,  E-VEND shall pay
to the  Company  commissions  equal to  twenty  percent  (20%) of  E-VEND's  net
revenues from the Vending Systems during the term of this Agreement;  otherwise,
if the Company has elected not to provide stocking services, E-VEND shall pay to
the Company  commissions equal to fifteen percent (15%) of E-VEND's net revenues
from the Vending Systems during the term of this  Agreement.  Net revenues shall
mean  E-VEND's  gross  revenues  from the sale of  Merchandise  from the Vending
Systems at the  Location  or  Locations,  less  sales or similar  taxes and less
returns.  Commissions  shall be  payable  within  thirty  (30) days  after  each
calendar  quarter in which net revenues are received by E-VEND  during the term.
Each  commission  payment to the Company shall be  accompanied by a report which
shows E-VEND's gross revenue from each Vending System,  all adjustments to gross
revenue  to  arrive  at net  revenue,  and  the  calculation  of  the  Company's
commission  based on net revenue for the calendar  quarter.  In the event E-VEND
pays commissions on Merchandise which is returned in a subsequent period, E-VEND
shall be entitled to full credit for the  commissions  paid with  respect to the
returned  Merchandise,  which  E-VEND may apply  against  any balance due to the
Company,  or if no balance is due,  invoice  the  Company  for the amount of the
credit,  in which event the Company  shall issue a check to E-VEND within thirty
(30)  days of  receipt  of  E-VEND's  invoice.  No  commissions  shall be due in
connection  with  promotional  (free of charge  to  consumers)  distribution  of
Merchandise from Vending Systems.

     5. Customer Service.  E-VEND will provide product technical  assistance and
customer service,  which shall include the maintenance of a twenty-four hour per
day,  seven  days  per week  toll-free  customer  service  telephone  line,  'to
purchasers of Merchandise  from the Vending  Systems.  EVEND will be responsible
for  Handling  customer  returns and the  Location  agrees to refer any customer
return requests to E-VEND.

     6. Term.  The  initial  tern of this  Agreement  shall be as  specified  on
Schedule One and shall  continue  thereafter  for additional one year periods on
the same terms and  conditions  unless either party  provides  written notice of
termination to the other at least 30 days prior to the expiration of the initial
term or any renewal  term.  In addition,  any renewal term  automatically  shall
terminate on the expiration or termination of E-VEND's underlying agreement with
the Eastman Kodak Company.

     7. Title to Machines.  Title to each Vending  System placed by E-VEND shall
at all times be and remain  exclusively  with E-VEND and the  Company  agrees it
will take no action  detrimental  to E-VEND with  respect  thereto and shall not
assert any claim or  interest  therein.  E-VEND  may  change,  service,  modify,
access,  replace or remove the  Vending  Systems at any time during the terra of
this Agreement.

     8.  Indemnification.  e-Vend shall  defend,  indemnify and hold the Company
harmless  from and  against  any and all losses,  damages,  liabilities,  claim,
demand,, lawsuits and expenses, including, court costs and reasonable attorney's
fees  ("Claims")  arising out of any causes of action or claims that the Vending
Systems or products dispensed therefrom causc personal injury or property damage
to any third party or any causes of action or claims that the Vending Systems or
products  infringe any patent,  copyright.  trademark,  service  mark,  right of
privacy or publicity or any other intellectual property rights of a third party.
The foregoing rights of indemnification  shall be conditioned on the Company (i)
furnishing prompt notification of any claim subject to indemnity to E-VEND; (ii)
permitting E-VEND to control die defense and settlement of any third-party claim
or action; and (iii) cooperating in the defense by E-VEND at E-VEND's expense.

                                      B-3
<PAGE>

     9. Insurance.  E-VEND shall maintain throughout the term of this Agreement,
at its sole cost and expense, a commercial  general liability  insurance policy,
including  product  liability and personal injury and property damage liability,
from a qualified  insurance  company  approved  by the  Company  which names the
Company as an additional  insured.  The amount of coverage shall be a minimum of
One Million Dollars  ($1,000,000)  per  occurrence.  E-VEND shall provide to the
Company  certificates of insurance issued by die company or companies  providing
such  insurance  protection  evidencing  that such coverage is in full force and
effect and providing that no such insurance may be canceled  without at least 10
days' written notice to the Company at the Company's address provided above.

     10.  Exclusion Of  Consequential  Damages.  NEITHER PARTY SHALL,  UNDER ANY
CIRCUMSTANCES,  BE LIABLE TO THE OTHER  FOR  CONSEQUENTIAL  (INCLUDING,  WITHOUT
LIMITATION, LOST PROFITS),  INCIDENTAL,  INDIRECT OR SPECIAL DAMAGES ARISING OUT
OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN, EVEN IF
SUCH PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

     11.  Confidentiality.  During the  performance  of each party's  respective
obligations  hereunder,  each  party  may  come to  have  knowledge  of  certain
confidential  information  relating  to the other  party's  business,  financial
matters and/or trade secrets, which shall be deemed to include the terms of this
Agreement. Each party agrees that it will not use the other party's confidential
information  for any purpose except as consistent  with the  performance of this
Agreement  and further  agrees that it will not disclose  any such  confidential
information to any person except on a need-to-know basis in order to fulfill its
obligations hereunder.  In no event shall either party disclose the confidential
information  of the other  party to any third party  without  the prior  written
consent of the other party,  which consent may be conditioned upon the agreement
of  the  third  party  to  maintain  the  confidentiality  of  the  information.
Confidential  information  shall not include  information that: (i) was known to
the  recipient  prior to  disclosure;  (ii) was  independently  developed by the
recipient  without use of or reference to confidential  information of the other
party;  (iii) was  disclosed to recipient by a third party without any violation
of a confidentiality  agreement to the best of recipient's knowledge; or (iv) is
generally  available  to the  public.  Each party shall be  responsible  for any
breach of this  provision by its  employees  and shall notify all  employees and
agents of the  confidentiality  obligations  set forth  herein.  Notwithstanding
anything  contained  herein  to the  contrary,  it shall not be a breach of this
provision for either party to disclose such information required to be disclosed
in  connection  with  an  administrative,  regulatory  or  judicial  process  or
proceeding; provided, however, that prompt notice to the non-disclosing party is
given of the  possibility  of such  disclosure  and that the party  which may be
compelled  to  disclose  shall  use  its  reasonable   best  efforts  to  resist
disclosure.

     12.  Notices.  All  notices,  payments,  or  deliveries  called for by this
Agreement  shall be deemed  sufficient  upon actual  delivery to the  respective
address of each party set forth above or upon mailing by registered or certified
mail,  return receipt  requested to such address,  or to such other address as a
party may designate in writing from time to time.

     13. Independent Contractors.  The parties to this Agreement are independent
contractors and this Agreement shall not create or imply any agency relationship
between the parties,  nor ;hall this  Agreement  constitute  a joint  venture or
partnership between the parties.

     14.  Assignment  the rights of either  patty  under tins  Agreement  may be
assigned in whole or in part, by either pany without tile prior Written  consent
of tile other,  provided  that tile  Company _ may not,  through  assignment  or
otherwise, change any Location without E-VEND's prior written consent, which may
be granted or withheld in E-VEND's sole and absolute discretion.  This Agreement
shall inure to the benefit of and be binding upon, and enforceable  against, the
parties  hereto and their  respective  successors  and assigns.  Any  assignment
contrary to the terms  hereof  shall be null and void and of no force or effect.
Any assignee of the Company must have a sufficient interest in the real property
on, and adjacent to the site on,  which the Vending  System is located to permit
the full and proper performance of this Agreement

                                      B-4

<PAGE>



     15. Partial Invalidity.  If any provision of this Agreement shall be deemed
to be unlawful  or  unenforceable  by a court of  competent  jurisdiction,  such
determination  shall have no effect on the  validity and  enforceability  of the
other terms and conditions of this  Agreement,  and the challenged term shall be
deemed deleted.

     16. Counterparts.  This Agreement may be executed in counterparts,  each of
which  will be deemed  an  original,  and each of which  alone and both of which
together, shall constitute one and the same instrument.

     17.  Entire   Agreement.   This   Agreement  and  the  Schedule   expressly
incorporated  herein  constitute  the entire  agreement  between the parties and
supersede all prior statements,  representations,  and agreements on the subject
matter  hereof.  This  Agreement may be amended only by a writing that refers to
this Agreement and is signed by both parties.

     18.  Survival.  All  obligations  under  Sections  4, 8, 10 and 1 I of this
Agreement shall survive the expiration or termination of this Agreement.

     19.  Governing  Law. This  Agreement has been made in Delaware and shall be
governed by and construed in  accordance  with the laws of the State of Delaware
applicable to contracts made and performed within the State of Delaware.

     IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of the
date set forth above.

                            E-VEND:

                            e-Vend.net Corporation

                            By:
                              ----------------------------
                                David H. Goodman

                                President & CEO

                            THE COMPANY:

                            [Insert Company Name]

By:
  -------------------------
                                       B-5

<PAGE>

                                  SCHEDULE ONE
                    (of Vending System Placement Agreement)

COMPANY LOCATIONS:











Please  indicate  whether the  Company  will  provide  Stocking  Services  under
Paragraph 3:

The Company will provide stocking services under Paragraph 3______________

The Company will not provide stocking services under Paragraph 3__________



Term: One year

Initial:____________

THE. COMPANY:______

E-Vend____________

                                       B-6

<PAGE>

                                   Schedule C

                Minimum Purchase Order Price (Pallet Quantities)
                ------------------------------------------------
                              for Kodak Merchandise
                              ---------------------

Product                                            Minimum Price
Max Flash                                             $8.05
Max Daylight                                          $6.19
Max HQ                                                $8.67
Switchable                                            $8.67
Access                                                $8.36
Max 400 -2 Pack                                       $7.43
APS 200 - 2 Pack                                      $8.05

                                      C-1
<PAGE>

                                   Schedule D
                                   ----------

                                     Teaming Strategy
Sales
<TABLE>
<CAPTION>
--------------------------- ----------------------------------------- ----------------------------------------------
    Prioritized Roll-       Kodak                                     Maytag/Dixie/e-Vend
      Out Locations
--------------------------- ----------------------------------------- ----------------------------------------------
<S>                          <C>                                      <C>
1. Point of Picture         Sponsorship  reps team with               * Take the lead in  identifying and
 (POP)                      Maytag/Dixie/e-Vend to                      securing all POP locations.
                            incorporate vending into all              * Team with Kodak's sponsorship
                            appropriate sponsorship venues.             reps to place machines in
                            Kodak's Vending Manager will                sponsorship venues.
                            work with Maytag/Dixie/e-                 * Where Kodak has relationships with
                            Vend on strategy and minimal                venues outside of the sponsorship
                            execution.                                  agreements, we retain the right to
                            Provide some POP location lists             introduce Vend to
                            through Kodak's association                 the customer.
                            memberships, etc.
                            Kodak Project  Liaison will
                            coordinate  efforts and
                            consider  other reasonable requests for
                            participation.
--------------------------- ----------------------------------------- ----------------------------------------------
2. On the Way to            Same as above,  but only if Lead the sales  effort to  identify and
   POP                      applicable on a Location basis.             place machines.
--------------------------- ----------------------------------------- ----------------------------------------------
3. Retails                  This tier of location shall be the tertiary priority.
New  non-Kodak              Kodak  has  the  ultimate   right  to  schedule  and  have  a representative present
retail locations            during all meetings and sales calls with these locations.
                            Kodak shall have the right to approve  and/or modify
                            all  contracts  and  placement  agreements  prior to
                            presentation to all retail locations.
--------------------------- ----------------------------------------------------------------------------------------
</TABLE>

                                       D-1

<PAGE>


4.  Retail        * This  class  of trade is the  fourth  priority  and is not
Existing Kodak    viewed as a primary  driver of growing the  vending  market.
retail locations  Opportunities will be assessed on a case-by-case basis.


                    Maytag/Dixie/e-Vend  acknowledges  the fact  that  Kodak has
                    existing  selling  relationships  that may  cause  Kodak and
                    Maytag/Dixief/-Vend  to modify the program based on existing
                    Kodak contracts and/or partnerships; Kodak acknowledges that
                    it is bound by the exclusivity clause and its parameters set
                    forth in the agreement.

                    Kodak  has  the  ultimate  right  to  schedule  and  have  a
                    representative  present  during all meetings and sales calls
                    with these locations.  Kodak shall have the right to approve
                    and/or modify all contracts and placement  agreements  prior
                    to presentation to all retail locations.

                                       D-2

<PAGE>



                           Teaming Strategy (continued)
Installation
<TABLE>
<CAPTION>

<S>                         <C>                                      <C>
--------------------------- ---------------------------------------- -------------------------------------------------
Prioritized Roll-Out        Kodak                                    Vend
Locations
--------------------------- ---------------------------------------- -------------------------------------------------
1. Point of Picture          Kodak is not  required in this          * Full  execution  utilizing internal
   (POP)                     stage, but reserves the right to          competencies.
                             be there should we desire.
--------------------------- ---------------------------------------- -------------------------------------------------
2. On the Way to             Kodak  is not  required  in  this       * Full  execution  utilizing internal
   POP                       stage, but reserves the right to          competencies.
                             be there should we desire.
--------------------------- ---------------------------------------- -------------------------------------------------
3. Retail                    Reserve  the right to be there          * Full  execution  utilizing  internal
   (Collective)              should we desire pursuant to              competencies.
                             Sales matrix
--------------------------- ---------------------------------------- -------------------------------------------------

Maintenance
--------------------------- ---------------------------------------- -------------------------------------------------
Prioritized Roll-Out                        Kodak                   Vend
Locations
--------------------------- ---------------------------------------- -------------------------------------------------
1. Point of Picture                          N/A                     * Full execution utilizing internal
  (POP)                                                                competencies.
--------------------------- ---------------------------------------- -------------------------------------------------
2. On the Way to                             N/A                     * Full execution utilizing internal
   POP                                                                 competencies.
--------------------------- ---------------------------------------- -------------------------------------------------
3. Retail                                    N/A                     * Full execution utilizing internal
   (Collective)                                                        competencies.
--------------------------- ---------------------------------------- -------------------------------------------------
</TABLE>

                                       D-3

<PAGE>



                                   Schedule E

                       Dispute Resolution Representatives
                       ----------------------------------

Initial Level:
Kodak                     Maytag / Dixie             e-Vend
-----                     --------------             ------
Vice President,           Maytag Vice President of   Vice President &
Cameras Business Unit     Corporate Development      General Counsel

Mediation Level:
Kodak                     Maytag /Dixie              e-Vend
-----                     -------------              ------
President of              Maytag President of        President & CEO
Consumer Imaging,         Commercial Solutions
U.S. & Canada Region


                                      E-1
<PAGE>

                                   Schedule F

                                ESCROW AGREEMENT

     THIS  SOFTWARE  ESCROW  AGREEMENT   ("Escrow   Agreement"),   dated  as  of
this_________  day   of______________   2000,  is  by  and  between   e-Vend.net
Corporation   ("Vendor")   and   Maytag   Corporation   ("Maytag")   and   NAME,
Attorney-at-law, &_____________________ LOCATION ("Escrow Agent ") (collectively
and individually defined as "Parties" and "Party").

     WHEREAS,  Vendor,  Maytag and the Eastman Kodak Company  ("Kodak")  entered
into a Vending,  Placement,  Supply and  Distribution  Agreement  (the  "Vending
Agreement") of even date herewith.

     WHEREAS,  to secure  Maytag's  guaranty of Vendor's  obligations  under the
Vending  Agreement  and to induce  Kodak to enter  into the  Vending  Agreement,
Vendor  has agreed to pledge or assign,  in escrow,  all rights and  obligations
under the "Placement Agreement," including, without limitation, an assignment of
all "Placement Agreements" and non-exclusive rights to use all software,  source
codes and other  aspects of the "eVend  System,"  each as defined in the Vending
Agreement,  for the sole  purpose of  completing  performance  of  Maytag's  and
Vendor's obligations under the Vending Agreement

     WHEREAS, the Escrow Agent is prepared to act as Escrow Agent for Vendor and
Maytag.

     NOW THEREFORE, the Parties agree as follows:

     1. Transfer of the Soureecodes
     Vendor will deliver the Sourcecodes of the e-Vend software contained in the
eVend System and necessary to run the Vending Program ("e Vend Software") to the
Escrow Agent within ten days from the  signature of this Escrow  Agreement.  The
Sourcecodes will be readable with Windows NT.
     Vendor warrants that the Sourcecodes which will be deposited  correspond to
the technical development of the e-Vend Software as of the time of the execution
of the Vending Agreement, and that any revised,  enhanced or replacements to the
e-Vend  Software  when and as tile%!  are made  front  time to  tinge.  shall be
deposited  with the  Escrow Agent within ten days from till from such
revision enhancement or replacment to the e-Vend Software

     2. Escrow Property
     (a) Rights to the Sourcecodes:  Vendor will transfer, on a fiduciary basis,
ownership of the media  containing the  Sourcecodes  and the rest of tile e-Vend
Software  to the  Escrow  Agent,  excluding  the  intellectual  property  rights
embodied in the Soureecodes.

                                       F-1

<PAGE>

     If the Escrow  Agent  delivers the  Sourcecodes  and the rest of the e-Vend
Software to Maytag in  accordance  with  Section  5.1 of this Escrow  Agreement,
Maytag,  under  nonexclusive  license from  Vendor,  will be entitled to use the
Sourcecodes  and the rest of the e-Vend  Software solely to perform and complete
the  obligations  of Vendor  and/or  Maytag  under the Vending  Agreement on all
activated and properly functioning Vending Systems at the time of release of the
Sourcecodes  by Escrow  Agent as  contemplated  by this  Escrow  Agreement.  The
license to the  Sourcecodes  granted to Maytag under this Escrow  Agreement will
continue  until the last to occur of three (3) years beyond the  ternination  or
expiration  of the  Vending  Agreement,  or for so long as  Kodak  pays,  and is
obligated to pay, Slotting Fees under the Vending Agreement. Maytag shall at all
times maintain the  confidentiality  of the  Sourcecodes and use the Sourcecodes
only as  contemplated  by this  Escrow  Agreement.  Title  and all  intellectual
property  rights in the  Sourcecodes  shall at all times remain  solely with the
Vendor.

     (b)  Assignment of Placement  Agreements:  Vendor shall execute and deliver
with this Escrow Agreement an assignment of Placement Agreements (the "Placement
Agreement Assignment") substantially in the form attached hereto as Exhibit A.

     (c) Assignment of Equipment: In addition,  Vendor shall execute and deliver
into escrow with this Escrow  Agreement an  assignment  of all of the rights to,
and contracts  and leases  relating to,  equipment  (e-g.,  Vending  Systems and
network  equipment) of Vendor now or hereafter  acquired which are necessary for
the full and proper  performance of Vendor's or Maytag's  obligations  under the
Vending  Agreement  (the  "Equipment  Assignment")  substantially  in  the  form
attached hereto as Exhibit B.

     3. Custody by the Escrow Agent
     The  Escrow  Agent  shall hold the  Sourcecodes  and the rest of the e-Vend
Software, the Placement Agreement Assignment,  and the Equipment Assignment in a
safe  place for the Tenn of the  Vending  Agreement,  and any  Wind-down  Period
provided therein; at the completion of which the Sourcecodes and the rest of the
e-Vend  Software,   the  Placement  Agreement  Assignment,   and  the  Equipment
Assignment,  if not  previously  delivered  to Maytag  pursuant  to this  Escrow
Agreement, shall be returned to Vendor.
     The Escrow  Agent will  inform  Vendor of any loss,  damage or theft of the
Sourcecodes  and the  rest  of the  e-Vend  Software,  the  Placement  Agreement
Assignment,  or the Equipment  Assignment.  In this case.  Vendor  undertakes to
deliver  immediately to the Escrow Agent another copy of the Sourcecodes and the
rest of the e-Vend Software, 10 re-execute the Placement Agreement Assignment or
to re-execute the Equipment

     4. Control of the Sourcecodes and the (test of the e-Vend Software
     Each Party to this Escrow Agreement has the right to verify on the premises
of tile Escrow Agent the  availability  of a current and updated  version of the
Sourcecodes and the rest of the e-Vend Software.  The verification  includes the
right to check that the data carrier  contains the  Sourcecodes  and the rest of
the e-Vend  Software.  Each Party to this Escrow  Agreement  shall  announce its
intentions  at least  three (3) days in  advance so that the other  Parties  may
attend such verification.

                                       F-2

<PAGE>

         At the  end of each  three-month  period  or in  case of new  releases,
Vendor will update the Sourcecodes and the rest of the e-Vend Software.

                                       F-3

<PAGE>

     5. Release of the Escrow Property
     The Escrow Agent irrevocably  undertakes to release the Sourcecodes and the
rest  of the  e-Vend  Software,  the  Placement  Agreement  Assignment  and  the
Equipment  Assignment  (collectively and individually the "Escrow Property),  as
follows:

     5.1 Any and all of the  Escrow  Property,  upon  receipt  of joint  written
instructions from Vendor, Maytag and Kodak; or

     5.2 Any and all of the Escrow  Property,  upon  presentation  of a judicial
decision enforceable in the state of New York; or

     5.3 If Maytag  delivers  written notice to Escrow Agent,  copy to Kodak and
Vendor,  certified by an officer of Maytag,  that one of the events specified in
(a),  (b) or (c) below has  occurred,  and if  within  five (5) days  thereafter
Vendor has not produced an affidavit of an executive  officer of Vendor,  with a
copy to Kodak,  clearly  refuting  that the claimed  event has not occurred (the
"Affidavit"),  then on the sixth (6th) day, Escrow Agent shall release to Maytag
the Sourcecodes and the rest of the e-Vend Software:

          In the event (a) Vendor becomes  insolvent,  or requests its creditors
     for a moratorium,  or enters into a general  assignment  for the benefit of
     creditors or an agreement of composition with its creditors, or suffers the
     appointment of a temporary or permanent receiver, trustees or custodian for
     all or a substantial part of its assets that is not dismissed within thirty
     (30) days; or (b) Vendor files a voluntary  petition for relief under Title
     I l of the Bankruptcy  Code, or if an Order for Relief under the Bankruptcy
     Code is entered  against it, or if a petition or answer is filed  proposing
     entry of an Order for Relief under the Bankruptcy  Code (which  petition or
     answer is not  discharged or denied within sixty (60) days after the filing
     thereof);   or  (c)  Vendor   commences  any  other  proceeding  under  any
     reorganization,   arrangement,  adjustment  of  debt,  relief  of  debtors,
     dissolution,  insolvency or liquidation or similar law of any  jurisdiction
     whether now or hereafter in effect relating to it or any such proceeding is
     commenced  against  Vendor which is not  dismissed for period of sixty (60)
     days.

     5.4  Maytag,  at any time  within  ninety (90) days after the notice to the
Escrow Agent under Section 5.3 above, may give notice to the Escrow Agent.  with
copies to Vendor and Kodak,  directing the Escrow Agent to deliver the Placement
Agreement  Assignment  t() MAytag In the event  such  notice is given and Vendor
liar clot  produced  the  Affidavit  under  Section  5.3, the Escrow Agent shall
deliver the Placement Agreement  Assignment to Maytag. If Maytag does not timely
direct the Escrow Agent to deliver the Placement Agreement Assignment to Maytag,
Escrow Agent shall deliver the Placement  Agreement  Assignment to Vendor or its
estate, as applicable. .

     5.5  Maytag,  at any time  within  ninety (90) days after the notice to the
Escrow Agent under Section 5.3 above, may give notice to the Escrow Agent,  with
copies to

                                       F-4

<PAGE>

Vendor and Kodak, directing the Escrow Agent to deliver the Equipment Assignment
to Maytag.  In the event such  notice is given and Vendor has not  produced  the
Affidavit  under  Section  5.3,  the Escrow  Agent shall  deliver the  Equipment
Assignment  to Maytag,  and Maytag shall be obligated to pay to Vendor's  estate
the then existing  fair market value of the  equipment  covered by the Equipment
Assignment.  The fair  market  value shall be: (a) the value then agreed upon by
Maytag and the authorized  representatives  of Vendor's estate,  and approved by
any supervising court; or (b) in the absence of such an agreement, as determined
by any court with  jurisdiction  over the Parties and the subject  matter of the
disagreement.  If Maytag does not timely  direct the Escrow Agent to deliver the
Equipment  Assignment  to Maytag,  Escrow  Agent  shall  deliver  the  Equipment
Assignment to Vendor or its estate, as applicable.

     5.6 Maytag agrees to subordinate its rights under the Equipment Assigninent
to the  security  interest of any  equipment  lessor or purchase  money  lender,
provided the lessor or lender,  as applicable,  grants Maytag the right,  at its
option,  to assume the equipment lease or loan upon the release of the Equipment
Assignment to Maytag,  with Maytag being thereafter liable for all payments then
owed or  subsequently  coming  due under the lease or the loan,  other than late
charges,   penalties  or  expenses  of  collection,   including  attorney  fees,
previously  charged or incurred.  Upon the  happening of any event  described in
clauses  (a),  (b) or (c) of  Section  5.3,  above,  Vendor  hereby  irrevocably
authorizes  any  equipment  lessor or lender with an  interest in the  equipment
covered by the Equipment  Assignment to provide to Maytag, upon written request,
an  accounting  of all amounts then due under the  applicable  lease or loan, as
well as a copy of all  relevant  lease or loan  documents  which Maytag would be
assuming if it exercised its rights under this Section.

     6. Duties of the Escrow Agent

     The Escrow  Agent  shall keep the  Sourcecodes,  Assignment  and  Equipment
Assignment  with  the  same  care as its own  matters.  It will  not  incur  any
liability  for loss of data or  access  to the data by  non-authorized  persons.
Except as provided in this Escrow  Agreement,  Escrow Agent agrees that it shall
not disclose or otherwise make available to any third party,  or make any use of
the  Sourcecodes,  Assignment or Equipment  Assignment  without  Vendor's  prior
written consent.
     The Escrow  Agent's  sole  duties and  obligations  are those  specifically
stated herein.
     The Escrow Agent shall not be responsible for any action or omission unless
he-she was grossly negligent OT- acted or failed to act in bad faith.

     7. Fees
     The Excrow Agent shall lie compensated for any special service  required or
necessary  to the  exercise of his/her  function on the basis of his/her  normal
professional charge.
     All Parties are jointly  liable towards the Escrow Agent for the payment of
the Escrow Agent's fee.
     Vendor and Maytag  undertake  jointly and  severally  to hold  harmless and
indemnify  the Escrow Agent from any  liability or expense that he/she may incur
by virtue

                                   F-5
<PAGE>

of any claim or dispute in connection  herewith  which may arise between  Vendor
and Maytag including attorneys' fees.

     8. Conflict of Interest
     Vendor and Maytag duly  acknowledge  that the  function of the Escrow Agent
will not  disqualify  him/her to  further  represent  and  advise  Vendor in any
dispute with Maytag or Kodak.

     9. Death of the Escrow Agent
     In case of death of the Escrow Agent,  his/her function shall be taken over
by another  person  appointed  jointly by all Parties  and  approved by Kodak in
writing.

     10. Amendments
     Any amendment or supplement to this Escrow Agreement shall be valid only if
made in written form, signed by the Parties, and approved in writing by Kodak.

     11. Applicable law and jurisdiction
     This  Agreement  shall be governed by and construed in accordance  with the
laws of the state of New York. Any dispute between the parties  relating to this
Escrow Agreement may be brought in any court with  jurisdiction over the Parties
and the subject  matter.  Without  limiting  the  foregoing,  the  Parties  each
irrevocably  consent to the jurisdiction of the state courts of New York and the
United  States  District  Court  for the  Eastern  District  of New York for all
matters arising from this Escrow  Agreement,  and for that limited purpose only;
provided;  however,  that each Party agrees not to commence any action,  suit or
proceeding  in the state court unless the United States  District  Court for the
Eastern District of New York lacks subject matter  jurisdiction  with respect to
the dispute or otherwise is unable to hear the matter.

                        [SIGNATURE CONTINUE ON NEXT PAGE]

                                      F-6
<PAGE>



     IN WITNESS WHEREOF,  the Vendor and Maytag hereto have executed this Escrow
Agreement as of the date set forth in the first paragraph hereof.

         VENDOR:
         E-VEND.NET CORPORATION         MAYTAG CORPORATION

         By                             By
            _______________________        ____________________________
                 Signature                          Signature
         Name                           Name
            _______________________        ____________________________
               (Type or Print)                    (Type or Print)
         Title                          Title
            _______________________        ____________________________
         Date                           Date
            _______________________        ____________________________

         ESCROW AGENT

         By
            _______________________
                Signature
         Name
            _______________________
               (Type or Print)

         Title:
            _______________________

         Date:
            _______________________

                                       F-7
<PAGE>



                                                  Exhibit A
                                                  to the e-Vend Escrow Agreement

                       ASSIGNMENT OF PLACEMENT AGREEMENTS
                       ----------------------------------

     THIS  ASSIGNMENT  OF PLACEMENT  AGREEMENTS  (this  "Assignment"),  dated as
of_________________ , 2000, between e-Vend.net  Corporation (the "Assignor") and
Maytag Corporation (the "Assignee"),

                                  WITNESSETH:

     WHEREAS, the Assignor and the Assignee, together with Dixie-Narco, Inc. and
the Eastman Kodak Company ("Kodak"), are parties to a Vending, Placement, Supply
and  Distribution  Agreement (the "Vending  Agreement") and an Escrow  Agreement
(the "Escrow Agreement"),  each of even date herewith,  whereby the parties have
agreed to assign,  in escrow,  the  "Placement  Agreements"  (as  defined in the
Vending  Agreement)  for  the  sole  purpose  of  securing  the  performance  of
Assignor's obligations under the Vending Agreement.

     NOW,  THEREFORE,  to induce  Assignee  and Kodak to enter into the  Vending
Agreement,  and for other  good and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

     1.  The  Assignor  hereby  assigns,   transfers  and  sets  over  unto  the
Assignee,-absolutely  and not as a  collateral  assignment,  all the  Assignor's
rights, title and interests in and to each of the Placement Agreements,  whether
now existing or hereafter  entered into,  except to the extent  reserved  below,
including,  without limitation, in such assignment (a) any and all rights of the
Assignor to compel performance of the terms of the Placement Agreements, (b) all
rights,  benefits  and  claims  under  all  warranty  and  indemnity  provisions
contained in the Placement Agreements, (c) the benefit of all insurance payments
provided for in the Placement  Agreements  and (d) the right to any other moneys
due  and  to  become  due  to  the  Assignor  under  the  Placement  Agreements.
Notwithstanding  the  foregoing,  so long as none of the Events  (as  defined in
Section 4 below) shall have occurred,  and upon the occurrence of an Event,  for
so long as Escrow Agent has not released this Assignment to Assignee pursuant to
Section 5.4 of the Escrow  Agreement,  the Assignee  Irrevocably  authorized the
Assignor  without  affecting tile terms- of' tills Assignment (]) to exercise in
its ,own name and solely enjoy all benefits (-)fall rights and powers under such
Placement Agreements including the right to all moneys due or to become due, and
(ii) to enforce any warranty or indemnity under such Placement Agreements and to
retain  any  recovery  or benefit  resulting  from the  enforcement  of any such
warranty or indemnity.

     2.  It  is  expressly   agreed  that   anything   herein  to  the  contrary
notwithstanding, the Assignor shall remain liable under the Placement Agreements
to

                                       F-8

<PAGE>

perform  all of its  obligations  thereunder  and  the  Assignee  shall  have no
obligation or liability under the Placement  Agreements by reason of, or arising
out of, this  Assignment  nor shall the Assignee be required or obligated in any
manner to perform or fulfill any  obligations  of the Assignor under or pursuant
to any of the  Placement  Agreements,  or to make  any  payment  or to make  any
inquiry,  as to the nature or sufficiency  of any payment  received by it, or to
present or file any claim or to take any other  action to collect or enforce the
payment of any amounts  which may have been assigned to it or to which it may be
entitled hereunder at any tune or times; provided, however, that should Assignee
demand release of this  Assignment  from Escrow Agent pursuant to Section 5.4 of
the Escrow Agreement, and should Escrow Agent thereafter release this Assignment
to Assignee,  Assignee  shall assume and become  liable for all  obligations  of
Assignor under the Placement  Agreements  and shall  indemnify and hold Assignor
harmless against the same.

     3. The Assignor  agrees that so long as this  Assignment  is in effect,  it
will not,  without the prior written  consents of the Assignee and Kodak,  which
consents shall not be unreasonably withheld or delayed,  amend, modify or permit
to be  amended  or  modified  in any  material  respect  any  of  the  Placement
Agreements or waive or permit to be waived any material provisions of any of the
Placement  Agreements,  or exercise  any right to terminate or cancel any of the
Placement  Agreements  or  consent  or  agree  to,  or  suffer  or  pennit,  the
termination thereof whether or not on account of any default therein specified.

     4. The Assignor hereby  irrevocably  appoints the Assignee,  its successors
and assigns, the Assignor's true and lawful attorney-in-fact with full power (in
the  naive  of the  Assignor  or  otherwise)  at any time  after  an  Event  (as
hereinafter  defined) has occurred,  to do any act or-assert any right under any
or all of the Placement  Agreements which Assignor,  itself, could do or assert.
Without limiting the generality of the proceeding sentence,  upon the occurrence
of an Event, Assignor irrevocably  authorizes Assignee to ask, require,  demand,
and  receive  any and all  moneys  and  claims  for moneys due and to become due
under,  or arising out of, each of the  Placement  Agreements to the extent that
the same have been assigned by this  Assignment,  to endorse any checks or other
instruments or orders in connection with the Placement  Agreements,  to file any
claims or take any action or  institute  (or, if  previously  commenced,  assume
control of) any  proceedings  and to obtain any recovery in connection  with the
Placement Agreements as deemed necessary by the Assignee. An "Event" shall occur
when one of the following events occurs, including the passage of any applicable
grace period:  (a) Assignor becomes  insolvent,  or requests its creditors for a
moratorium,  or enters into a general assignment for the benefit of creditors or
an a(-,reement of composition with its creditors,  or suffers the appointment of
a temporary or permanant receiver,  trustees or custodian for all or substantial
part of its  assets  that is not  dismissed  within  thirty  (30)  days;  or (b)
Assignor tiles a voluntary petition for relief under Title 1 1 of the Bankruptcy
Code, or if an Order for Relief under the Bankruptcy Code is entered against it,
or if a petition or answer is filed proposing entry of an Order for Relief under
the Bankruptcy Code (which petition or answer is not discharged or denied within
sixty (60) days after the filing thereof);  or (c) Assignor  commences any other
proceeding under any reorganization,  arrangement, adjustment of debt, relief of
debtors,   dissolution,   insolvency  or  liquidation  or  similar  law  of  any
jurisdiction whether now or hereafter in

                                       F-9

<PAGE>


effect relating to it or any such proceeding is commenced against Assignor which
is not dismissed for period of sixty (60) days.

     5. The  Assignor  agrees  that at any time and from time to time,  upon the
written request of the Assignee, the Assignor will promptly and duly execute and
deliver any and all such further  instruments  and documents as the Assignee may
reasonably  request in obtaining the full benefits of this Assignment and of the
rights and powers herein granted.

     6. The  Assignor  hereby  represents  and wanants that the Assignor has not
assigned or pledged,  and hereby covenants that it will not assign or pledge, so
long as this  Assignment  shall  remain in effect,  the whole or any part of the
rights  hereby  assigned to anyone other than the  Assignee,  its  successors or
assigns. The Assignor also covenants and agrees that it will not take any action
or fail to take any action or institute any  proceedings  the taking or omission
of which might result in the material  alteration  or  impairment  of any of the
Placement  Agreements or this  Assignment or any of the rights created by any of
the Placement Agreements or this Assignment.

     7.  Capitalized  terms used herein and not defined  shall have the meanings
assigned to such terms in the Vending  Agreement  or the Escrow  Agreement.  All
other  terms  shall  have the  meanings  herein  specified  unless  the  context
otherwise requires. Such definitions shall be equally applicable to the singular
and plural forms of the terms defined.

     "Assignee" shall- have the meaning specified in the first paragraph of this
Assignment.

     "Assignment"  shall  mean  this  Assignment  as the same  may be  modified,
supplemented or amended from time to time in accordance with its terms.

     "Assignor" shall have the meaning  specified in the first paragraph of this
Assignment.

     8. No material amendment or modification of any of the Placement Agreements
and no material consent,  waiver or approval with respect thereto shall be valid
unless  approved in writing by Assignee and Kodak,  which  approval shall not be
unreasonably  withheld  or  delayed.  The  Assignor  shall  promptly  notify the
Assignee  and Kodak of, and  provide to the  Assignee  and Kodak  copies of, any
default notices under any of the Placement Agreement

     9. The  Assignee is  authorized  at the expense of the Assignor to sign and
file, at any time and from time to time,  without the signature of the Assignor,
any and all Uniform  Commercial  Code financing  statements,  changes thereto or
renewals  thereof in  connection  with this  Assigrunent  which the Assignee may
reasonably deem to be necessary or advisable in order to perfect or maintain any
security  interest granted hereby. In the event that the Assignee files any such
financing statements. changes or renewals without the

                                      F-10


<PAGE>


signature of the  Assignor,  it shall provide the Assignor and Kodak with notice
thereof as soon as practicable after such filing.

     10. Each and every  right,  power and remedy  herein  given to the Assignee
shall be  cumulative  and shall be in addition to every other  right,  power and
remedy  of the  Assignee  now or  hereafter  existing  at law,  in  equity or by
statute,  and each and every right,  power and remedy,  whether  herein given or
otherwise existing,  may be exercised from time to tune, in whole or in part, in
accordance  with the terms of this  Assignment and as often and in such order as
may be deemed  expedient by the  Assignee,  and the exercise or the beginning of
the exercise of any right, power or remedy shall not be construed to be a waiver
of the right to exercise at the same rime or thereafter  any other right,  power
or remedy.  No delay or omission by the Assignee in the exercise of any right or
power or in the  pursuance of any remedy  accruing upon any breach or default by
the Assignor shall impair any such right,  power or remedy or be construed to be
a waiver of any such right, power or remedy or to be an acquiescence therein.

     11. Any provision of this Assignment  which is prohibited or  unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such  prohibition  or  unenforceability  without  invalidating  the remaining
provisions  hereof,  and  shall not  invalidate  or  render  unenforceable  such
provisions in any other jurisdiction. In the event that it should transpire that
by reason of any law or regulation in force or to become in force,  or by reason
of a ruling of any court  whatsoever,  or by any other  reason  whatsoever,  the
Assignment herein contained is either wholly or partly  defective,  the Assignor
hereby  undertakes  to fumish the Assignee  with an  alternative  assignment  or
alternative  security and/or to do all such other acts as, in the opinion of the
Assignee,  shall be  required  in order to  ensure  and give  effect to the full
intent of this Assignment.

     12. Except as otherwise specified herein, all notices, requests, demands y'
or other communications to or upon Kodak and the respective parties hereto shall
be deemed to have  been duly  given or made to Kodak or the party to which  such
notice,  request,  demand or other  communication is required or permitted to be
given or made under this  Assignment,  effective  upon  receipt,  by first class
postage prepaid and addressed to such party or Kodak at its address as set forth
in the  Vending  Agreement,  or at such  other  address  as  Kodak or any of the
parties hereto may hereafter notify the others in writing.

     13. None of the terms and  conditions  of this  Assignment  may be changed,
waived,  modified  or varied in any manner  whatsoever  unless in  writing  duly
signed by the Assign or the Assignee and Kodak

     14. The obligations o1 the Assignor  hereunder-  shall remain in full force
and effect without regard to, and shall not be impaired by, (a) any  bankruptcy,
insolvency, reorganization,  arrangement, readjustment, composition, liquidation
or the like of the  Assignor or (b) any  amendment  to or  modification  of, any
exercise or nonexercise, or any waiver of, any right, remedy, power or privilege
under or in respect  of,  this  Assignment,  the  Vending  Agreement  the Escrow
Agreement or any of the Placement Agreements,  whether or not the Assignor shall
have notice or knowledge of any of the foregoing.

                                      F-11

<PAGE>

     15. This  Assignment  shall be binding upon the Assignor and its successors
and assigns and shall inure to the benefit of the Assignee and Kodak,  and their
successors  and assigns,  provided  that the Assignor may not transfer or assign
any or all of its rights or  obligations  hereunder  without  the prior  written
consents of the Assignee and Kodak,  which  consents  shall not be  unreasonably
withheld.  All agreements,  statements and representations  made by the Assignor
herein or in any certificate or other instrument delivered by the Assignor or on
its behalf under this Assignment shall be considered to have been relied upon by
the Assignee and shall survive the  execution  and delivery of this  Assignment,
the Vending Agreement and the Escrow Agreement.

     16.  In the event of  expiration  or  earlier  termination  of the  Vending
Agreement  and the end of any  Wind  Down  Period  (as  defined  in the  Vending
Agreement),   Assignee  agrees  to  reassign  back  to  Assignor  the  Placement
Agreements  provided  Assignor  has not allowed one of the Events  described  in
Section 4 occur,  or if this Assignment has not been released by Escrow Agent to
Assignee  pursuant to Section 5.4 of the Escrow Agreement in connection with the
occurrence of an Event..

     17. This Assignment and the rights and obligations of the parties hereunder
shall be construed in  accordance  with and be governed by the laws of the State
of New York. Any dispute between the parties  relating to this Assignment may be
brought in any court with  jurisdiction over the parties and the subject matter.
Without  limiting the  foregoing,  the Assignor  and Assignee  each  irrevocably
consent  to the  jurisdiction  of the state  courts  of New York and the  United
States  District  Court for the  Eastern  District  of New York for all  matters
arising from this  Assignment,  and for that  limited  purpose  only;  provided,
however,  that each party agrees not to commence any action,  suit or proceeding
in state  court-vnless the United States District Court for the Eastern District
of New York lacks  subject  matter  jurisdiction  with respect to the dispute or
otherwise is unable to hear the matter.

     IN WITNESS  WHEREOF,  the parties hereto have caused this  Assignment to be
executed and  delivered by their duly  authorized  officers as of the date first
above written.

         E-VEND.NET CORPORATION,        MAYTAG CORPORATION,
         as Assignor                    as Assignee

         By                             By
            _______________________        ____________________________
                 Signature                          Signature
         Name                           Name
            _______________________        ____________________________
               (Type or Print)                    (Type or Print)
         Title                          Title
            _______________________        ____________________________


                                      F-12
<PAGE>
         Date                           Date
          _______________________        ____________________________

                                      F-13

<PAGE>



                                                  Exhibit B
                                                  to the e-Vend Escrow Agreement

                          ASSIGNMENT OF EQUIPMENT AND
                          RELATED CONTRACTS AND LEASES

     THIS  ASSIGNMENT  OF  EQUIPMENT  AND  RELATED  CONTRACTS  AND LEASES  (this
"Assignment"),  dated as of____________ , 2000, between  e-Vend.net  Corporation
(the "Assignor") and Maytag Corporation (the "Assignee"),

                                  WITHNESSETH

     WHEREAS, the Assignor and the Assignee, together with Dixie-Narco, Inc. and
the Eastman Kodak Company ("Kodak"), are parties to a Vending, Placement, Supply
and  Distribution  Agreement (the "Vending  Agreement") and an Escrow  Agreement
(the "Escrow Agreement"),  each of even date herewith,  whereby the parties have
agreed to assign, in escrow, all of Assignor's rights, title and interest in and
to all equipment  necessary for the performance of Assignor's  obligations under
the Vending  Agreement,  including without  limitation,  the Vending Systems and
related  network  hardware  (collectively  and  individually  the  "Equipment"),
together  with all  contracts,  leases  or other  agreements  pertaining  to the
Equipment  (the  "Equipment  Contracts")  for the sole  purpose of securing  the
perfonnance of Assignor's obligations under the Vending Agreement.

     NOW,  THEREFORE,  to induce  Assignee  and Kodak to enter into the  Vending
-Agreement,  and for other good and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

     1. The Assignor hereby assigns,  transfers and sets over unto the Assignee,
absolutely and not as a collateral assignment,  all the Assignor's rights, title
and  interests  in and to the  Equipment  and each of the  Equipment  Contracts,
whether now existing or hereafter acquired or entered into, except to the extent
reserved below,  including,  without limitation,  in such assignment (a) any and
all tights of the Assignor to compel  performance  of the terns of the Equipment
Contracts", (b) all tights, benefits and claims under all warranty and indemnity
provisions pertaining to the Equipment contained in the Equipment Contracts, (c)
the benefit of all insurance  payments  pertaining to the Equipment provided for
in the  Equipment  Contracts  and (d) the right to ANY OTHER  MONEYS due and toy
become due: to the Assignor  pertaining  to the  Equipment  under the  Equipment
Contracts.  Notwithstanding  the  foregoing,  so long as none of the  Events (as
defined in Section 4 below) shall have  occurred,  and upon the occurrence of an
Event,  for so long as Escrow Agent has not released this Assignment to Assignee
pursuant  to  Section  5.5 of the Escrow  Agreement,  the  Assignee  irrevocably
authorizes the Assignor,  without affecting the terms of this Assignment, (i) to
exercise in its own name and solely  enjoy all benefits of all rights and powers
pertaining to the Equipment and under such  Equipment  Contracts,  including the
right to all  moneys  due or to become  due with  respect  thereto,  and (ii) to
enforce any

                                      F-14


<PAGE>

warranty or indemnity pertaining to the Equipment under such Equipment Contracts
and to retain any recovery or benefit resulting from the enforcement of any such
warranty or indemnity.

     2.  It  is  expressly   agreed  that   anything   herein  to  the  contrary
notwithstanding,  the Assignor  shall remain  liable for the Equipment and under
the Equipment  Contracts to perform all of its  obligations  thereunder  and the
Assignee  shall have no  obligation  or liability for the Equipment or under the
Equipment  Contracts by reason of, or arising out of, this  Assignment nor shall
the  Assignee be required or  obligated  in any manner to perform or fulfill any
obligations of the Assignor for the Equipment or under or pursuant to any of the
Equipment  Contracts,  or to make any payment or to make any inquiry,  as to the
nature or sufficiency  of any payment  received by it, or to present or file any
claim or to take any other  action to  collect  or  enforce  the  payment of any
'amounts  which  may have  been  assigned  to it or to which it may be  entitled
hereunder at any time or times;  provided,  however, that should Assignee demand
release of this  Assignment  from  Escrow  Agent  pursuant to Section 5.5 of the
Escrow Agreement,  and should Escrow Agent thereafter release this Assignment to
Assignee,  Assignee  shall  assume and  become  liable  for all  obligations  of
Assignor  under the  Equipment  Contracts,  including  all  financing or leasing
obligations  of Assignor  relating  to the same,  and shall  indemnify  and hold
Assignor harmless against the same..

     3. The Assignor  agrees that so long as this  Assignment  is in effect,  it
will not,  without the prior written  consents of the Assignee and Kodak,  which
consents  shall not be  unreasonably  withheld  or  delayed,  (a) dispose of any
Equipment  unless replaced by Equipment which is at least comparable in quality,
or (b) amend, modify or permit to be amended or modified in any material respect
any of the  Equipment  Contracts  or waive or permit to -be waived any  material
provisions of any of the Equipment Contracts, or exercise any right to terminate
or cancel any of the  Equipment  Contracts  or consent or agree to, or suffer or
permit, the termination thereof whether or not on account of any default therein
specified.

     4. The Assignor hereby  irrevocably  appoints the Assignee,  its successors
and assigns, the Assignor's true and lawful  attomey-in-fact with full power (in
the  name  of the  Assignor  or  otherwise)  at any  time  after  an  Event  (as
hereinafter defined) has occurred,  to do any act or assert any right pertaining
to the Equipment or under any or all of the Equipment  Contracts which Assignor,
itself,  could do or assert.  Without  limiting the  generality of the preceding
sentence,  upon  the  occurrence  of an  Event,  Assignor  invocable  authorizes
Assigncc to take possession of the Equipment and/or to ask, require,  demand and
receive  any and all  motleys  and claims for moneys due and to become due which
pertain to or arise out of the  Equipment or any of the  Equipment  Contracts to
the cxtent that the same have been assigned by this  Assigmnent,  to endorse any
checks or other  instruments  or orders in connection  with the Equipment or the
Equipment Contracts,  to file any claims or take any action or institute (or, if
previously  commenced,  assume  control  of) any  proceedings  and to obtain any
recovery in connection  with the Equipment or the Equipment  Contracts as deemed
necessary  by the  Assignee.  An "Event"  shall occur when one of the  following
events occurs, including the passage of any applicable grace period:

                                   F-15

<PAGE>

(a) Assignor becomes insolvent,  or requests its creditors for a moratorium,  or
enters into a general assignment for the benefit of creditors or an agreement of
composition  with its  creditors,  or suffers the  appointment of a temporary or
permanent  receiver,  trustees or custodian for all or  substantial  part of its
assets that is not dismissed  within  thirty (30) days; or (b) Assignor  files a
voluntary  petition for relief under Title 11 of the  Bankruptcy  Code, or if an
Order for  Relief  under the  Bankruptcy  Code is  entered  against  it, or if a
petition  or answer is filed  proposing  entry of an Order for Relief  under the
Bankruptcy  Code (which  petition or answer is not  discharged  or denied within
sixty (60) days after the filing thereof);  or (c) Assignor  commences any other
proceeding under any reorganization,  arrangement, adjustment of debt, relief of
debtors,   dissolution,   insolvency  or  liquidation  or  similar  law  of  any
jurisdiction  whether  now or  hereafter  in effect  relating  to it or any such
proceeding is commenced  against  Assignor  which is not dismissed for period of
sixty (60) days.

     5. The  Assignor  agrees  that at any time and from time to time,  upon the
written request of the Assignee, the Assignor will promptly and duly execute and
deliver any and all such further  instruments  and documents as the Assignee may
reasonably  request in obtaining the full benefits of this Assignment and of the
rights and powers herein granted.

     6. The Assignor  hereby  represents  and warrants that the Assignor has not
assigned or pledged,  and hereby covenants that, except for pledges or grants of
security  interests  to  purchase  money  equipment  lessors or  purchase  money
lenders,  it will not assign or pledge,  so long as this Assignment shall remain
in effect,  the whole or any part of the  Equipment  rights  hereby  assigned to
anyone  other than the  Assignee,-its  successors  or assigns.  Assignee  hereby
consents  to  pledges  or  grants of  security  interests  Assignor  may make to
purchase money  equipment  lessors or purchase money lenders with respect to the
Equipment,  and Assignee  agrees to subordinate its rights under this Assignment
to the rights or security  interests of any Equipment  lessor or purchase  money
lender,  provided the lessor or lender, as applicable,  grants Maytag the right,
at its  option,  to assume the  equipment  lease or loan upon the release of the
Equipment  Assignment  to Maytag by Escrow Agent  pursuant to Section 5.5 of the
Escrow Agreement, with Maytag being thereafter liable for all payments then owed
or  subsequently  coming  due under the lease or the  loan.  The  Assignor  also
covenants and agrees that it will not take any action or fail to take any action
or institute any proceedings the taking or omission of which might result in the
material  alteration  or  impairment  of any of the  Equipment or the  Equipment
Contracts  or  this  Assignment  or  any  of the  rights  created  by any of the
Equipment Contracts or tills Assignment

     7.  Capitalized  terms used herein and not  defined  shall have the meaning
assigned to such terns in the Vending  Agreement  or the Escrow  Agreement.  All
other  terms  shall  have the  meanings  herein  specified  unless  the  context
otherwise requires. Such definitions shall be equally applicable to the singular
and plural forms of the terms defined.

     "Assignee" shall have the meaning  specified in the first paragraph of this
Assignment

                                      F-16

<PAGE>

     "Assignment"  shall  mean  thus  Assignment  as the same  may be  modified,
supplemented or amended from time to time in accordance with its terms.

     "Assignor" shall have the meaning  specified in the first paragraph of this
Assignment.

     8. No material amendment or modification of any of the Equipment  Contracts
and no material consent,  waiver or approval with respect thereto shall be valid
unless  approved in writing by the Assignee and Kodak,  which approval shall not
be  unreasonably  withheld or delayed.  The Assignor shall  promptly  notify the
Assignee  and Kodak of, and  provide to the  Assignee  and Kodak  copies of, any
default notices under any of the Equipment Contracts.

     9. The  Assignee is  authorized  at the expense of the Assignor to sign and
file, at any time and from time to time,  without the signature of the Assignor,
any and all Uniform  Commercial  Code financing  statements,  changes thereto or
renewals  thereof in  connection  with this  Assignment  which the  Assignee may
reasonably deem to be necessary or advisable in order to perfect or maintain any
security  interest granted hereby. In the event that the Assignee files any such
financing statements, changes or renewals without the signature of the Assignor,
it  shall  provide  the  Assignor  and  Kodak  with  notice  thereof  as soon as
practicable after such filing.

     10. Each and every  right,  power and remedy  herein  given to the Assignee
shall be  cumulative  and shall be in addition to every other  right,  power and
remedy  of the  Assignee  now or  hereafter  existing  at law,  in  equity or by
statute,  and each and every  right power and remedy,  whether  herein  given or
otherwise existing,  may be exercised from time to time, in whole or in part, in
accordance  with the terms of this  Assignment and as often and in such order as
may be deemed  expedient by the  Assignee,  and the exercise or the beginning of
the exercise of any right, power or remedy shall not be construed to be a waiver
of the right to exercise at the same time or thereafter  any other right,  power
or remedy.  No delay or omission by the Assignee in the exercise of any right or
power or in the  pursuance of any remedy  accruing upon any breach or default by
the Assignor shall impair any such right,  power or remedy or be construed to be
a waiver of any such right, power or remedy or to be an acquiescence therein.

     11 Any provision of this Assignment which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction. be ineffective to the extent of
such  prohibition or  unenforceability  without  invalidating the remaining prov
isions hereof and shall not invalidate or render  unenforceable  such provisions
in any other jurisdiction.  In the event that it should transpire that by reason
of any law or  regulation  in force or to  become  in  force,  or by reason of a
ruling  of  any  court  whatsoever,  or by  any  other  reason  whatsoever,  the
assignment herein contained is either wholly or partly  defective,  the Assignor
hereby  undertakes  to furnish the Assignee  with an  alternative  assignment or
alternative  security and/or to do all such other acts as, in the opinion of the
Assignee,  shall be  required  in order to  ensure  and give  effect to the full
intent of this Assignment

                                      F-17

<PAGE>


     12. Except as otherwise specified herein, all notices, requests, demands or
other communications to or upon Kodak and the respective parties hereto shall be
deemed  to have  been  duly  given or made to Kodak or the  party to which  such
notice,  request,  demand or other  communication is required or permitted to be
given or made under this  Assignment,  effective  upon  receipt,  by first class
postage prepaid and addressed to such party or Kodak at its address as set forth
in the  Vending  Agreement,  or at such  other  address  as  Kodak or any of the
parties hereto may hereafter notify the others in writing.

     13. None of the terms and  conditions  of this  Assignment  may be changed,
waived,  modified  or varied in any manner  whatsoever  unless in  writing  duly
signed by the Assignor, the Assignee and Kodak.

     14. The  obligations of the Assignor  hereunder  shall remain in full force
and effect without regard to, and shall not be impaired by, (a) any  bankruptcy,
insolvency, reorganization,  arrangement, readjustment, composition, liquidation
or the like of the  Assignor or (b) any  amendment  to or  modification  of, any
exercise or nonexercise, or any waiver of, any right, remedy, power or privilege
under or in respect  of, this  Assignment,  the  Vending  Agreement,  the Escrow
Agreement or any of the Equipment  Contracts,  whether or not the Assignor shall
have notice or knowledge of any of the foregoing.

     15. This  Assignment  shall be binding upon the Assignor and its successors
and assigns and shall inure to the benefit of the Assignee and Kodak,  and their
successors  and assigns,  provided  that the Assignor may not transfer or assign
any or all of its rights or  obligations  hereunder  without-the  prior  written
consents of the Assignee and Kodak,  which  consents  shall not be  unreasonably
withheld.  All agreements,  statements and representations  made by the Assignor
herein or in any certificate or other instrument delivered by the Assignor or on
its behalf under this Assignment shall be considered to have been relied upon by
the Assignee and shall  survive the  execution  and delivery of this Ass] gnment
the Vending Agreement and the Escrow Agreement.

     16.  In the event of  expiration  or  earlier  termination  of the  Vending
Agreement  and the end of any  Wind  Down  Period  (as  defined  in the  Vending
Agreement),  Assignee  agrees to reassign back to Assignor the Equipment and the
Equipment  Contracts  provided  Assignor  has  not  allowed  one of  the  Events
described in Section 4 occur,  or if this  Assignment  has not been  released by
Escrow  Agent to Assignee  pursuant to Section  5.5 of the Escrow  Agreement  in
connection with the occurance of an Fvent.

     17.  This  Assignment  an(]  the  rights  and  obligations  of the  parties
hereunder  shall be construed in accordance with and he ;governed by the laws of
the State of New  York.  Any  dispute  between  tile  parties  relating  to this
Assignment  may be brought in any court with  jurisdiction  over the parties and
the subject matter.  Without  limiting the foregoing,  the Assignor and Assignee
each  irrevocably  consent to the  jurisdiction of the state courts of New York,
the state  courts of  Delaware  and the  United  States  District  Court for the
Eastern District of New York for all matters arising from this  Assignment,  and
for that limited purpose only; provided,  however, that each party agrees not to
commence any

                                      F-18


<PAGE>

action,  suit or  proceeding  in state court unless the United  States  District
Court for the Eastern  District of New York lacks  subject  matter  jurisdiction
with respect to the dispute or otherwise is unable to hear the matter.

                         [SIGNATURES CONTINUE ON NEXT PAGE]

                                      F-19

<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have caused this  Assignment to be
executed and  delivered by their duly  authorized  officers as of the date first
above written.

E-VEND.NET CORPORATION,                          MAYTAG CORPORATION,
as Assignor                                      as Assignee

By                                               By
  -----------------------------------             -----------------------------
            Signature                                       Signature
Name                                             Name
  -----------------------------------             -----------------------------
          (Type or Print)                                (Type or Print)

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

Date                                             Date
  -----------------------------------             -----------------------------

                                      F-20

<PAGE>


                                   Schedule G

          e-Vend Packaging Specifications for Vending Kodak Merchandise
          -------------------------------------------------------------

The Kodak  product  should be packaged  into a  cylindrical  container  having a
diameter of not less than 2.6" and not more than 3.0".  The container  should be
not less than 4.9" and not more than 7.2" in height.  The walls of the container
should be parallel to each other with no  variation  in the  diameter  along the
height  of the  container.  The walls of the  container  should be smooth on all
sides so that the  container  can spin  freely  without  obstruction  when it is
placed  next to  containers  of the same style or another  smooth  surface.  The
container  material should be as rigid as possible and must resist punctures and
crushing during normal  handling and the typical vending cycle.  The ends of the
container  should  be as smooth  and as  uniform  as  possible  with no  opening
mechanisms or other items which protrude above the surface of container end. The
container  should be able to be opened by the end user without any special tools
or equipment and should pose no safety hazard in doing so. The container  should
have a label or some other  indication of the specific product which is packaged
into the  container  on one of the  container  ends  and it  should  be  plainly
apparent  what  product  is  packaged  in the  container  when  looking  at this
container end. The label or markings on the outer walls of the container  should
display any pertinent or required  consumer  information for the purchase of the
product contained within.

Kodak Vending Placement Supply and Distribution agr FINAL

                                       G-1


<PAGE>
<PAGE>

                               FIRST AMENDMENT TO
              VENDING PLACEMENT, SUPPLY AND DISTRIBUTION AGREEMENT

         THIS AMENDMENT (this "Amendment") is made as of the ____ day of
December, 2000 by and between Eastman Kodak Company, a New Jersey corporation
("Kodak"), Maytag Corporation, a Delaware corporation ("Maytag"), Dixie-Narco,
Inc., a Delaware corporation and wholly-owned subsidiary of Maytag Holdings,
Inc., which is a wholly-owned subsidiary of Maytag ("Dixie") and e-Vend.net
Corporation, a Delaware corporation ("e-Vend") (collectively, individually and
respectively defined as "Parties" and "Party"). This Amendment amends the
VENDING PLACEMENT, SUPPLY AND DISTRIBUTION AGREEMENT between the Parties of even
date herewith (the "Agreement").

RECITALS

         WHEREAS, the Parties have entered into the Agreement for the
distribution and sale of Kodak Merchandise solely from Vending Systems installed
in Target Locations throughout the continental United States; and -

         WHEREAS, the Parties now desire to amend certain provisions of the
Agreement to accurately reflect their agreement.

         NOW, THEREFORE, to induce the execution and delivery of the Agreement
by all Parties, and for other good and valuable consideration, the receipt,
sufficiency and incontestability of which hereby are acknowledged, the Parties
agree as follows:

         (1) All capitalized terms not otherwise defined herein shall that the
meanings ascribed to them in the Agreement.

         (2) The following new Section 14.7 is hereby added to the Agreement:

                  14.7 Notwithstanding anything in this Agreement, at any time
         during the term of this Agreement, during or after any Wind-Down Period
         or upon the expiration or termination of this Agreement, the Parties
         agree that all Kodak Marks and other Kodak identification shall be
         removed from any Vending System which is deactivated and/or retired
         from the Vending Program within fourteen (14) calendar days from the
         date of such de-activation and/or retirement. Upon the termination or
         expiration of this Agreement, or if a Wind Down Period occurs, then the
         latter of (i) the termination or expiration of this Agreement or (ii)
         after any Wind-Down Period, the Parties agree that all Kodak Marks and
         other Kodak identification shall be removed from all Vending Systems
         and that none of the Parties will operate, service or sell to any third
         parties any Vending Systems bearing Kodak Marks or other Kodak
         identification without the express written permission of Kodak. In
         addition, Dixie, Maytag and/or e-Vend shall not thereafter use any
         Kodak Marks or other Kodak identification in connection with the sale
         or distribution of any goods or merchandise from any such de-activated
         and/or retired Vending System. This Section 14.7 shall survive the
         expiration or termination of this Agreement. Upon the termination or
         expiration of this Agreement, or if a Wind Down Period occurs, then the
         latter of (i) the termination or expiration of this Agreement or (ii)
         after any Wind-Down Period, Maytag. Dixie and e-Vend each agree to
         certify in writing that all Kodak Marks and other Kodak identification
         have been removed from all Vending Systems and that they otherwise have
         complied with the requirements of this Section 14.7.

         (3) This Amendment shall be governed in all respects by the laws of the
State of New York as such laws are applied to agreements between New York
residents entered into and performed entirely in New York. Without limiting the
foregoing, each Party irrevocably consents to the jurisdiction of the state
courts of New York and the United States District Court for the Eastern District
of New York with respect to all matters arising from this Agreement, for that
limited purpose only, and each Party waives any objections to venue in such
courts and agrees that process may be served in the manner provided herein for
giving of notices or otherwise as allowed by the applicable court; provided,
however, that each Party agrees not to commence any action, suit or proceeding
in state court unless the United States District Court for the Eastern District
of New York lacks subject matter jurisdiction with respect to the dispute or
otherwise is unable to hear the matter.


<PAGE>


         4) Except as noted above, the terms and conditions of the Agreement
remain in full force and effect.

         IN WITNESS WHEREOF, the parties have duty executed this Amendment as of
the date first written above.


EASTMAN KODAK COMPANY                   MAYTAG CORPORATION


----------------------------            ---------------------------
Signature                               Signature


----------------------------            ---------------------------
Name                                    Name


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


----------------------------            ---------------------------
Date                                    Date



E-VEND.NET CORPORATION                  DIXIE-NARCO, INC.


                                        /s/ Douglas C. Huffer
----------------------------            ---------------------------
Signature                               Signature


                                        Douglas C. Huffer
----------------------------            ---------------------------
Name                                    Name


                                        VP, Sales & Marketing
----------------------------            ---------------------------
Title                                   Title


                                        December 18, 2000
----------------------------            ---------------------------
Date                                    Date



                                       2

<PAGE>



                        [LETTERHEAD OF NIXON PEABODY LLP]

                                  July 5, 2001



VIA FEDERAL EXPRESS
-------------------


Daniel J. Kearney
Vice President & General Counsel
e-Vend.net Corporation
500 N. Walnut St., Suite 100
Kennett Square, PA 19348

         RE: Second Amendment to Vending Agreement


Dear Dan:

         Enclosed is a fully executed original of the "Second Amendment to
Vending Placement, Supply and Distribution Agreement" between Eastman Kodak
Company and e-Vend.net. Dixie-Narco, Inc. and Maytag Corporation for your files.

         It was a pleasure working with you. I wish for many successes to e-Vend
and Kodak in this project.





                                                     Yours very truly,

                                                     /s/ Ray A. Johnson

                                                     Ray A. Johnson


Enclosure

cc: Heidi Martinez, Esq. (w/o encl.)



<PAGE>



         IN WITNESS WHEREOF, the parties have duty executed this Amendment as of
the date first written above.



EASTMAN KODAK COMPANY                   MAYTAG CORPORATION


/s/ Bruce Swinsky
----------------------------            ---------------------------
Signature                               Signature


Bruce Swinsky
----------------------------            ---------------------------
Name                                    Name


President
----------------------------            ---------------------------
Title                                   Title


6/20/01
----------------------------            ---------------------------
Date                                    Date



E-VEND.NET CORPORATION                  DIXIE-NARCO, INC.


/s/ David H. Goodman
----------------------------            ---------------------------
Signature                               Signature


David H. Goodman
----------------------------            ---------------------------
Name                                    Name


President & CEO
----------------------------            ---------------------------
Title                                   Title


        2/28/01
----------------------------            ---------------------------
Date                                    Date



                                       2

<PAGE>



                               SECOND AMENDMENT TO
              VENDING PLACEMENT, SUPPLY AND DISTRIBUTION AGREEMENT

         THIS SECOND AMENDMENT (this "Second Amendment") is made as of the
_______ day of February, 2001 by and between Eastman Kodak Company, a New Jersey
corporation ("Kodak"), Maytag Corporation, a Delaware corporation ("Maytag"),
Dixie-Narco, Inc., a Delaware corporation and wholly-owned subsidiary of Maytag
Holdings, Inc., which is a wholly-owned subsidiary of Maytag ("Dixie") and
e-Vend.net Corporation, a Delaware corporation ("e-Vend") (collectively,
individually and respectively defined as "Parties" and "Party").

                                    RECITALS


         WHEREAS, the Parties entered into a certain Vending Placement Supply
and Distribution Agreement, dated December 1, 2000, for the distribution and
sale of Kodak Merchandise solely from Vending Systems installed in Target
Locations throughout the continental United States (the "Vending Agreement");

         WHEREAS, the Parties entered into a First Amendment to Vending
Placement, Supply and Distribution Agreement, dated December 1, 2000, whereby
the Parties agreed to the removal provisions of Kodak Marks from the Vending
Systems (the "First Amendment") (the First Amendment collectively with the
Vending Agreement shall be defined as the "Agreement"); and

         WHEREAS, the Parties, at the request of Maytag and e-Vend, now desire
to amend certain provisions of the Agreement as they relate to the e-Vend Escrow
Agreement attached to the Agreement as Schedule F.

         NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
promises contained herein, and for other good and valuable consideration, the
receipt, sufficiency and incontestability of which hereby are acknowledged, the
Parties agree as follows:

         (1) All capitalized terms not otherwise defined herein shall that the
meanings ascribed to them in the Agreement.

         (2) Effective as of the date first written above, the Agreement is
hereby amended by deleting the original Schedule F and substituting in lieu
thereof the attached Comprehensive Preferred Escrow Agreement between eVend,
Maytag and DSI Technology Escrow Services, Inc. ("DSI"), dated March 28, 2001,
as the "e-Vend Escrow Agreement."

         (3) Maytag and e-Vend agree to timely perform all of their obligations
under the e-Vend Escrow Agreement, as amended hereby, including making timely
payments to the Escrow Agent.

         (4) At all times during the Term of this Agreement, or during any
Wind-Down Period as defined this Agreement, Maytag and e-Vend each agree to send
to Kodak a copy of any notice or other communication which Maytag or e-Vend may
give or receive (including, without limitation, any notice or communication
received from DSI) under the e-Vend Escrow Agreement within five (5) business
days after each such notice or communication is given or received.

         (5) In the event that either Maytag or e-Vend default in their
obligation to the Escrow Agent under the e-Vend Escrow Agreement, Kodak, at its
option and in its sole discretion, may elect to cure the default, and Maytag and
e-Vend each hereby irrevocably authorize the Escrow Agent to accept performance
from Kodak in such event. The foregoing sentence imposes no obligation on Kodak
under the e-Vend Escrow Agreement, such action shall not cure the default of
Maytag or e-Vend , as applicable, under the Agreement or this Second Amendment,
all rights of Kodak being reserved.

         (6) Except as noted above, the terms and conditions of this Agreement
remain in full force and effect.

                       [SIGNATURES CONTINUE ON NEXT PAGE]

         IN WITNESS WHEREOF, the parties have duly executed this Second
Amendment as of the date first written above.





<PAGE>



<PAGE>



         IN WITNESS WHEREOF, the parties have duty executed this Amendment as of
the date first written above.



EASTMAN KODAK COMPANY                   MAYTAG CORPORATION


                                        /s/ Roger K. Scholten
----------------------------            ---------------------------
Signature                               Signature


                                        Roger K. Scholten
----------------------------            ---------------------------
Name                                    Name


                                        SR. Vice President
----------------------------            ---------------------------
Title                                   Title


                                        3/17/01
----------------------------            ---------------------------
Date                                    Date



E-VEND.NET CORPORATION                  DIXIE-NARCO, INC.


                                        /s/ Thomas A. Briatico
----------------------------            ---------------------------
Signature                               Signature


                                        Thomas A. Briatico
----------------------------            ---------------------------
Name                                    Name


                                        President
----------------------------            ---------------------------
Title                                   Title


                                                3/2/01
----------------------------            ---------------------------
Date                                    Date

<PAGE>