EXHIBIT 10.11

                                     TEAMING
                                        &
                            NON-DISCLOSURE AGREEMENT

For the

               Retail Kiosk Delivery System - Mattel Kiosk Project



This TEAMING AGREEMENT is made as of the 18th day of September 2000, amongst the
following companies:
 -------------------------------------------------------------------------------
Company                    Address              Primary Contact        Telephone
                                                                       Facsimile
                                                                         E-Mail

Mattel Canada Inc.         6155 Freemont Blvd   Howard Smith       905 501-0404
                           Mississauga, Ontario Director of Sale   905 501-6288
                           Canada L5R 3W2                    smithhow@mattel.com

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




THE TEAMING PARTNERS AGREE TO THE FOLLOWING:

      1.   Project Management

Each of the Teaming  Partners  agrees that the Project  efforts  will be led and
coordinated by Power Photo Kiosk Inc personnel.

Mattel: Marketing and Advertising content, coordination and lead consulting with
Wal-Mart, assist in project coordination.

Integrated  Kiosk:  Manufacture  enclosures,  provide all  hardware  and related
software  applications,  project coordination,  lead set-up of Site Services and
Installation.  Coordinate with Power Kiosk Inc and provide alternative financial
Models for deployment of project.

Power Photo will provide the test and development environments, to be located at
it's Markham offices. Where necessary and effective, staff, equipment, software,
etc. will be made  available to Mattel and or Wal-Mart for proposes of promoting
this Kiosk Project within the respective organization.




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Teaming Partners Responsibilities

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

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

It is  recognized  that  differences  of opinion will occur as to the  technical
requirements  and  therefore the  resources  needed to meet any given  mandatory
requirement.  In such an event,  the  lead/co-ordinator,  Power  Photo Kiosk Inc
personnel will not proceed without agreement by Mattel.

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

Work towards the storewide  rollout at Wal-Mart will be done as per the Detailed
Work Plan, being a living and evolving  document and to be initially agreed upon
before  commencing  of phase two  implementation.  The  finalized  and agreed to
Detailed Work Plan will constitute Appendix A to this Agreement.


Revenues from Pilot Project.

Any revenues obtained through  advertising or the sale of the picture portion of
the  Mattel  Retail  Delivery  Kiosk  Project,  for the  period of three  months
starting  October 2000 will remain with Power Photo as partial  restitution  for
financing the Project.

A revenue  share  agreement  with Wal-Mart will be put in place once all parties
agree to a storewide rollout.  Mattel will not be charged for any element of the
kiosk except for an agreed upon advertising component.


Rights and Ownership's of Other Related Technology

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

Any  intellectual  property  developed  solely by an individual  Teaming Partner
through  the course of this  agreement  remains  the  property  of that  Teaming
Partner and no rights or interest  thereto  will be assigned to any of the other
Teaming Partners collectively, or individual unless mutually agreed upon.






<PAGE>



Indemnification

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

Use of Teaming Partners' Names

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

Non-Disclosure

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

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



Items will not be considered to be Confidential Information if:

already available to the public;  independently developed by personnel or agents
of one Teaming  Partner  without access to the  Confidential  Information of the
other; already known to the recipient at the time of disclosure;  or produced in
compliance with applicable law or a court order,  provided the receiving Teaming
Partner first gives the disclosing Teaming Partner reasonable notice of such law
or order.

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


General Provisions

Term & Termination

The Project is to be divided into to phases:

Phase 1: Produce and deploy 14 Kiosks for Pilot  Project,  10 for Wal-Mart Store
locations  located in Canada, 4 for Promotional  proposes located in places such
as Mattel's Head Office,  Wal- Mart's Head Office etc.  After a 90 trial period,
analyze data and make changes to any areas required before a complete rollout.



<PAGE>



Phase 2:  Complete  rollout  to all  Wal-Mart  Stores in Canada  given  Wal-Mart
approval and signoff. (Approx. 200 stores)

Phase 3: Work with  Wal-Mart U.S and Mattel U.S.  jointly with Mattel  Canada to
reach a goal on located  kiosks  throughout  the USA at  locations  approved  by
Wal-Mart U.S.

Power Photo Kiosks agrees to borne all costs  associated  with the pilot project
at 10 Wal-Mart Stores and subsequent rollout if pilot is successful, these costs
include,  manufacturing of the kiosk enclosures including all hardware, software
and merchandising  elements (i.e., shelving,  peg-hooks),  shipping and on going
maintenance, electrical and telephone charges and delivery and setup within each
location as approved.

Mattel  will  be  responsible  to  provide  all  images  utilized  in the  photo
application.  Mattel  will  also  come  to an  agreement  with  Power  Photo  on
advertising on the Kiosk Network within  Wal-Mart  Stores for both the pilot and
future  rollout.  Mattel will be  responsible  to provide  only  commercials  or
advertisements for their portion of the advertising element.

Wal-Mart  will be  responsible  to provide the floor space  within the  approved
locations; all negotiations and approvals with Wal-Mart are to be coordinated by
Mattel.

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

Mattel's  approval of all graphic  treatment,  colors,  etc is required prior to
commencing of rollout and changes thereafter.  Mattel controls the merchandising
panels and  interactive  panels on side and top of kiosk  including  control and
ownership of email names collected.  Mattel must approve all images and graphics
used on the touch  screen  application  and will be  responsible  to manage  the
information  gathered at the kiosk (i.e.  email addresses,  names).  Power Photo
will gather the information such as email  addresses,  names and ages along with
the customers  choices and store on a computer server to be located at an agreed
upon location.

Power Photo agrees to utilize  advertisers that firstly are licensees of Mattel.
Any other advertisers  required to meet the minimum revenue  projections must be
non-competing vendors of Mattel and are subject to Mattel's approval.

Power  Photo  gives  Mattel  right  of first  refusal  for  participation  in an
interactive kiosk program within a toy environment with any other retailer.

Relationship between the Teaming Partners

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

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



<PAGE>



Entire Agreement

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


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


Per: Mattel Canada Inc.                     Per: Power Photo Kiosk Inc.



By /s/ Howard Smith                         By /s/ Terry Cooke
--------------------------------            ---------------------------------
         (Authorized Signatory)             (Authorized Signatory)

Name     Howard Smith                       Name   Terry Cooke
Title    Director of Sales                  Title  President
Date     October 26, 2000                   Date   October 17, 2000