EXHIBIT 10.13

                                groomecaptial.com

Delivered via fax:  905-948-8377

PRIVATE AND CONFIDENTIAL

October 12, 2000

Power Photo Kiosks Inc.
181 Whitehall Drive
Markham, ON
L3R 9T1

Attention:     Terry Cooke, President & CEO

Dear Sirs:

Further to our recent  discussions  on the financing of Power Photo Kiosks Inc.,
("PPK" or the "Company") Groome Capital. Com Inc. (the "Agent") would be pleased
to be appointed and retained as the  exclusive  agent and lead manager in Canada
to assist PPK,  on a best  efforts  basis,  to sell the equity of the Company as
outlined below.

In  addition  to this  engagement  letter the  parties  will enter into a formal
agency agreement (the "Agency Agreement"). The Agency Agreement will contain the
terms and conditions of the Offering agreed to by the Agent and the Company. The
Agency  Agreement  will be  negotiated in good faith between the Company and the
Agent and shall contain the usual  representations and warranties to be given by
the  Company in favour of the Agent,  the usual  covenants  to provide the usual
form of auditors'  comfort  letters and legal  opinions,  the usual  termination
events  including  "market out"  provisions,  "material  change out" provisions,
"disaster  out"  provisions,  as well  as the  usual  indemnities,  contribution
provisions,  and other  relevant  terms and will include the following  terms of
this engagement letter:

1.   The Agent shall  raise seed  capital  ("Seed  Capital  Offering")  of up to
     US$4.0  million  dollars,  for PPK on a  valuation  as agreed  between  the
     Company and the Agent,  and on such terms and conditions so that the equity
     sold pursuant to the Seed Capital Offering will be freely tradable upon the
     completion of the financing. The offering shall consist of units, each unit
     consisting of 1 common share and 1 common share purchase warrant.  Both the
     common shares and the warrants  shall be priced  within the market  context
     upon our mutual agreement.

2.   Upon completion of the Seed Capital Offering referred to above, the Company
     and the Agent shall enter into a formal  arrangement to raise US$60 million
     ("Major Financing"),  the majority of the proceeds of which will be used to
     undertake a complete rollout of the Company's products,  as outlined in its
     business plan. The terms and  conditions of the financial  instrument  (the
     "Securities")  to be sold and the terms  and  conditions  of this  offering
     shall be in the  context  of the  market  at the time  the  arrangement  is
     entered into. In connection  with the Major  Financing,  the Agent shall be
     entitled to a participation of no less than 20% of such financing.

3.   The Company  covenants and agrees that the securities  sold pursuant to the
     Major  Financing will be qualified by a prospectus in each  jurisdiction in
     which the  securities  are sold.  In the event that a receipt  has not been
     issued by each of the regulatory


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     authorities in the  Jurisdictions (as defined  hereunder),  in respect of a
     (final)  prospectus (the  "Prospectus"),  qualifying for  distribution  the
     securities  underlying the securities on or before a date which is 150 days
     following  the date of the closing of the Major  Financing,  each holder of
     the  securities  shall  be  entitled  to  receive  a 10%  increase  in  the
     securities owned for no additional consideration.

4.   The parties acknowledge that the Agent will use its best efforts to arrange
     for  purchasers  for the  securities in the  Provinces of Ontario,  British
     Columbia,  Alberta  and Quebec and in such other  jurisdictions,  which are
     agreed to by the Company and the Agent (collectively, the "Jurisdictions").
     It is  understood  and  agreed  that the  Agent is under no  obligation  to
     purchase  any of the Offering  although the Agent may purchase  portions of
     the Offering if it so desires.

5.   The Company,  with the assistance of the Agent and respective counsel, will
     be responsible for the  preparation and filing of a preliminary  prospectus
     and the  Prospectus,  and will make all other  necessary  filings with, and
     take all necessary actions required by, applicable  regulatory  authorities
     under the  applicable  securities  legislation  in the  Jurisdictions  with
     respect to the Offering.

6.   The Agent may terminate  this agreement by notice in writing to the Company
     at any time prior to the  completion  of the  Offering if: (i) the Agent is
     not  satisfied in its sole  discretion  with its due  diligence  review and
     investigations; (ii) there is, in the sole opinion of the Agent, a material
     change or a change in any material  fact or a new material fact shall arise
     which  would  be  expected  to have an  adverse  change  or  effect  on the
     business,  affairs,  or profitability of the Company or on the market price
     or the  value of the  securities  of the  Company;  (iii)  the state of the
     financial  markets is such that, in the sole opinion of the Agent, it would
     be  unprofitable  to offer or continue to offer the Offering for sale; (iv)
     there  should  develop,  occur or come into effect any event of any nature,
     including  without  limitation,  accident,  governmental  law or regulation
     which, in the sole opinion of the Agent adversely  affects or may adversely
     affect the financial  markets or the business,  affairs or profitability of
     the Company or the market price or value of the  securities of the Company;
     (v) there is an inquiry or  investigation  (whether  formal or informal) in
     relation to the Company or any of the  officers or  directors  or principal
     shareholders of the Company;  (vi) any order to cease trading in securities
     of the Company is made or threatened by a securities  regulatory authority;
     or (vii) the Company is in breach of a term,  condition or covenant of this
     agreement or any  representation  or warranty  given by the Company in this
     agreement becomes or is false.

7.   The Agent intends to complete its initial due  diligence  review as soon as
     possible and, in any event,  within 30 business  days of the  acceptance of
     this letter of engagement.  In connection therewith,  the Company covenants
     and  undertakes  to make  available  to the Agent all  financial  and other
     information which the Agent,  acting reasonably,  deems necessary for it to
     complete a due diligence  investigation  of the business and affairs of the
     Company.  If the Seed Capital Offering is not closed on or prior to January
     31, 2001,  the Company  reserves the right to  terminate  this  engagement,
     subject to payment of amounts incurred prior to the date of termination and
     owing under section 11.

8.   All Company information,  documentation,  proposals,  financial information
     will  be  returned  by the  Agent  to the  Company  within  30  days of the
     termination  of this  engagement.  No Company  information or due diligence
     information,  nor copies thereof,  may be retained by the Agent should this
     engagement be terminated.



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9.   The Company shall pay to the Agent a Fee (the  "Agent's  Fee") equal to 10%
     of the gross proceeds raised pursuant to the Seed Capital  Offering and the
     Major  Financing.  In  addition,  the Company  shall pay to the Agent a fee
     equal to 10% of the amount of any  financing  provided by any  investor (or
     any related persons to such investor)  within 6 months of the  introduction
     of the  investor by the Agent to the Company.  Further,  and subject to any
     required  regulatory  approval,  the  Company  shall  grant  to  the  Agent
     compensation  options (the "Compensation  Options")  entitling the Agent to
     purchase  an  amount  equal to 10% of the  number  of  securities  issuable
     pursuant  to the  offerings,  at a price equal to the price per share under
     the  relevant  offering  exercisable  for a period  of 24  months  from the
     closing date of each  relevant  offering or such  greater  price or shorter
     period  as may  be  required  by  applicable  securities  laws  where  such
     approvals  are  not  obtained.   Subject  to   regulatory   approval,   the
     Compensation  Options and all  underlying  common  shares,  or such portion
     thereof as is permitted under applicable securities laws, will be qualified
     by the Prospectus.

10.  In addition to the foregoing, the Company will pay all expenses and fees in
     connection  with  the  Offering.  These  expenses  shall  include,  without
     limitation,  all expenses of or incidental to the creation,  issue, sale or
     distribution of securities under the Offering; the fees and expenses of the
     Company's counsel; all costs incurred in connection with the preparation of
     documents  or  certificates   relating  to  the  Offering,   including  the
     preliminary   prospectus   and  the   Prospectus   or  other  Going  Public
     Transactions;  all  expenses  and fees  incurred by the Agent,  which shall
     include  the fees and  expenses of Agent's  counsel  and fees and  expenses
     incurred  by the  Agent or on its  behalf  which  shall be  payable  by the
     Company  immediately upon receiving an invoice therefore from the Agent and
     shall be payable  whether or not the Offering is  completed.  To the extent
     that GST and/or PST is payable  upon any of the fees or expenses  specified
     in this letter, the Company shall be solely responsible.  The Company shall
     pay to the Agent $15,000 on account of expenses,  of which $10,000 shall be
     applied against legal costs, and $5,000 shall be applied against the out of
     pocket  expenses of the Agent.  The Agent shall have all  individual out of
     pocket expense in excess $5,000 approved by the Company,  such approval not
     to be  unreasonably  withheld.  Should the Agreement be terminated  and the
     respective  expenses incurred are less than the respective  retainers,  the
     balance of the funds, if any, shall be returned to the Company.

11.  Should the Company enter into an Alternative Transaction (as defined below)
     subsequent to the date of the signing of this  engagement  letter and prior
     to the Closing Date of the Seed  Capital  Offering and fail to complete the
     Offering  (other than for reasons  attributable  solely to the Agent),  the
     Company  shall  pay to the Agent a fee  equal to the  greater  of 3% of the
     value of the Alternative Transaction or US$150,000 together with all of the
     Agent's  expenses  and  disbursements  incurred  to the date upon which the
     Alternative Transaction is entered into.

12.  An "Alternative Transaction" means a merger,  amalgamation,  arrangement or
     reorganization  involving or a sale or exchange of all or substantially all
     of the assets of, the Company or any material  subsidiary,  or the issuance
     of  securities  of the company in excess of 5% of the total value or number
     of  securities  currently  outstanding.  The parties agree that the payment
     contemplated  herein shall be accepted by the Agent in full satisfaction of
     all claims against the Company which the Agent may have in connection  with
     the failure of the  Company to complete  the  Offering as  contemplated  by
     Section 11, except a claim for  indemnity or  contribution  hereunder.  For
     greater clarity, the issuance of shares upon the exercise of stock options,
     shall not constitute an issuance of securities as  contemplated  by Section
     12.


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13.  Subject to the  completion  of the Seed  Capital  Offering,  the Agent will
     nominate one  additional  director  acceptable to the Company to sit on the
     Company's board of directors,  such election to be effective not later than
     the closing date of the Seed  Capital  Offering.  The Company  shall do all
     things  within its power to support and effect the  election of such person
     to its board of directors.

14.  The Agent will require a contractual  restriction on the sale of securities
     of the Company  currently being held by senior management and insiders (who
     in the  opinion of the  Agent,  acting  reasonably,  hold  material  voting
     securities of the Company),  that they will not, without the consent of the
     Agent,  sell or otherwise  dispose of any such securities in the capital of
     the  Company  held by them  until 120 days  subsequent  to the date which a
     receipt has been issued by the last of the  Securities  Commissions  in the
     Jurisdictions for the Prospectus. This contractual escrow provision will be
     subject to an exemption that would permit  escrowed  shareholders to tender
     their  securities to a bona fide takeover bid made to all  shareholders and
     in any other  circumstance  that is  permitted  by the  Ontario  Securities
     Commission in any escrow required or imposed by it.

15.  The Company  covenants  with the Agent that the  Company  will not issue or
     announce  the  issuance  of any  securities  of the Company  including  any
     securities  convertible  into or exchangeable for or exercisable to acquire
     common  shares of the  Company  during a period  commencing  on the date of
     execution of this letter and for a period of 120 days thereafter. The Agent
     shall be entitled to appoint a soliciting  dealer group consisting of other
     registered  dealers for the purposes of  arranging  for  purchasers  of the
     securities under the offerings.

16.  In addition to the rights set forth in Section 2, the Company  appoints and
     retains the Agent as exclusive agent in Canada for a term of 24 months, and
     grants  to the  Agent  a right  of  first  refusal  to  participate  in and
     co-manage any subsequent Canadian financings,  mergers, acquisitions,  sale
     or  takeover  for a period of one year from the  Closing  Date of the Major
     Financing  (excluding  any non broker dealer  transaction),  which right is
     contingent upon the successful completion of the Seed Capital Offering.

17.  The terms,  representations,  warranties and  conditions  contained in this
     agreement shall remain in force until this agreement is terminated.  In the
     event the Offering(s)  proceed the terms,  representations,  warranties and
     conditions  contained  in the  agreement  shall  survive the closing of the
     Offering and notwithstanding  such closing shall continue in full force and
     effect. The Company covenants and agrees to indemnity the Agent as provided
     for in Schedule "A" attached hereto,  which schedule is hereby incorporated
     into and forms part of this agreement.

18.  If one or more provisions  contained herein shall, for any reason,  be held
     to be invalid,  illegal or unenforceable  in any respect,  such invalidity,
     illegality or unenforceability shall not affect any other provision of this
     agreement,  but this  agreement  shall  be  construed  as if such  invalid,
     illegal or  unenforceable  provision or provisions had never been contained
     herein.

19.  This  agreement  shall be governed by and construed in accordance  with the
     laws of the  Province  of  Ontario  and the  parties  hereto  attorn to the
     non-exclusive jurisdiction of the courts of the Province of Ontario.

20.  This  agreement may be signed in one or more  counterparts,  in original or
     facsimile form.


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21.  This agreement  reflects the agreement  between the parties with respect to
     the  subject  matter  hereof  and   supersedes  all  prior   agreements  or
     arrangements  pertaining thereto,  whether written or oral. No amendment of
     the provisions  hereof shall be effective  unless such amendment is reduced
     to writing and executed on behalf of each of the parties hereto.

22.  Time being of the essence all parties agree to proceed with all  reasonable
     dispatch.

If this agreement  accurately  reflects your  understanding  of the terms of our
agreement  and you  agree to be  legally  bound  thereby,  please  execute  this
agreement (in  counterparts,  if necessary)  where  indicated below and return a
copy thereof,  to Groome Capital.com Inc.  (Attention:  Donald J. Page). If this
letter is not accepted by 5:00 p.m.  (Toronto time) on Thursday October 19, 2000
the offer is automatically withdrawn.

Yours very truly,

GROOME CAPITAL.COM INC.

/s/ Donald J. Page
Donald J. Page
Executive VP

The foregoing  accurately  reflects the terms of the transaction which we hereby
agree to enter into and the undersigned agrees to be legally bound hereby.

Accepted this   12th   day of October, 2000


Power Photo Kiosks Inc.


/s/ Terry Cooke
-------------------------
Authorized Signing Officer
President & CEO



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                                  SCHEDULE "A"

Power Photo Kiosks Inc. (the  "Indemnitor")  hereby agrees to indemnify and hold
Groome  Capital.com Inc. and/or any of its affiliates  (hereinafter  referred to
collectively as the "Agent") and each of the directors,  officers, employees and
partners of the Agent (hereinafter referred to as the "Personnel") harmless from
and against any and all expenses,  losses (other than loss of profits),  claims,
actions,  damages  or  liabilities,  whether  joint or  several  (including  the
aggregate  amount  paid  in  reasonable   settlement  of  any  actions,   suits,
proceedings or claims),  and the  reasonable  fees and expenses of their counsel
that may be incurred in advising with respect to and/or defending any claim that
may be made  against the Agent and/or the  Personnel,  to which the Agent and/or
the Personnel may become subject or otherwise involved in any capacity under any
statute or common law or otherwise  insofar as such  expenses,  losses,  claims,
damages,  liabilities  or  actions  arise  out  of or  are  based,  directly  or
indirectly,  upon the  performance  of  professional  services  rendered  to the
Indemnitor  by  the  Agent  and/or  the  Personnel  hereunder  or  otherwise  in
connection  with the  matters  referred  to in the  agreement  to which  this is
attached,  provided,  however, that this indemnity shall not apply to the extent
that a court of competent  jurisdiction in a final judgment that has become non-
appealable shall determine that:

1.   the  Agent or the  Personnel  have  been  negligent  or  dishonest  or have
     committed any fraudulent act in the course of such performance; or
2.   the Agent beaches any material provision of this agreement; and
3.   the  expenses,  losses,  claims,  damages  or  liabilities,   as  to  which
     indemnification  is  claimed,  were  directly  caused  by  the  negligence,
     dishonesty  or  fraud  referred  to in (1) or the  breach  of any  material
     provision of this agreement referred to in (2).

If for any reason (other than the  occurrence  of any of the events  itemized in
(1) to (3) above), the foregoing  indemnification is unavailable to the Agent or
insufficient to hold it harmless,  then the Indemnitor  shall  contribute to the
amount paid or payable by the Agent as a result of such  expense,  loss,  claim,
damage or liability in such proportion as is appropriate to reflect not only the
relative  benefits  received by the  Indemnitor on the one hand and the Agent on
the other hand but also the relative fault of the  Indemnitor and the Agent,  as
well as any relevant  equitable  considerations;  provided  that the  Indemnitor
shall in any event  contribute  to the amount  paid or payable by the Agent as a
result of such  expense,  loss,  claim,  damage or liability  any excess of such
amount over the amount of the fees received by the Agent  hereunder  pursuant to
the agreement to which this is attached.

The Indemnitor agrees that in case any legal proceeding shall be brought against
the  Indemnitor  and/or  the Agent  and/or  the  Personnel  or any  governmental
commission or regulatory  authority or any stock exchange or other entity having
regulatory  authority,   either  domestic  or  foreign,  shall  investigate  the
Indemnitor  and/or the Agent and/or any Personnel or if any  Personnel  shall be
required to testify in  connection  therewith or shall be required to respond to
procedures designed to discover information regarding, in connection with, or by
reason of the performance of professional services rendered to the Indemnitor by
the  Agent,  the  Agent  shall  have the  right to  employ  its own  counsel  in
connection  therewith,  and the reasonable  fees and expenses of such counsel as
well as the  reasonable  costs  (including  an amount to reimburse the Agent for
time spent by the Personnel in connection  therewith) and out of pocket expenses
incurred by the Agent or the Personnel in connection  therewith shall be paid by
the Indemnitor as they occur.

Promptly  after receipt of notice of the  commencement  of any legal  proceeding
against  the Agent or any of the  Personnel  or after  receipt  of notice of the
commencement of any investigation,  which is based, directly or indirectly, upon
any  matter  in  respect  of  which  indemnification  may  be  sought  from  the
Indemnitor,  the Agent will notify the Indemnitor in writing of the commencement
thereof and, throughout the course thereof,  will provide copies of all relevant
documentation  to the  Indemnitor,  will  keep  the  Indemnitor  advised  of the
progress  thereof and will discuss with the Indemnitor all  significant  actions
proposed.



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The  indemnity  and  contribution  obligations  of the  Indemnitor  shall  be in
addition to any liability which the Indemnitor may otherwise have,  shall extend
upon the same terms and  conditions  to the  Personnel and shall be binding upon
and  enure  to the  benefit  of any  successors,  assigns,  heirs  and  personal
representatives  of the  Indemnitor,  the  Agent and any of the  Personnel.  The
parties  agree that the Agent holds all rights of the Personnel in trust for the
Personnel. The foregoing provisions shall survive the completion of professional
services  rendered  under  the  agreement  to  which  this  is  attached  or any
termination  of the  authorization  given  by the  agreement  to  which  this is
attached and shall apply whether or not the offering is completed.