EXHIBIT (10.30)







     License Agreement - Sears Roebuck De Puerto Rico, Inc.





































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<PAGE>














                   SEARS ROEBUCK DE PUERTO RICO, INC.

                          LICENSE AGREEMENT













                                       CONSUMER PROGRAMS
                                       INCORPORATED

                                       SEARS PORTRAIT STUDIOS
                                       
                                       January 1, 1999


















<PAGE>


(PAGE NUMBERS REFER TO PAPER DOCUMENT)
<TABLE>
                          TABLE OF CONTENTS
<S>                                                        <C>
I.    GRANT OF LICENSE ...................................  5
      1.1  License for On-Premises Operations ............  5
      1.2  Scope of License/Restrictions .................  5
      1.3  No Representations ............................  5
II.   USE OF SEARS MARKS .................................  6
      2.1  License to Use Sears Marks ....................  6
      2.2  Communications with Third Parties .............  6
      2.3  No Challenge to Marks .........................  6
      2.4  No Rights to Marks ............................  6
      2.5  Registration of Marks .........................  7
      2.6  Injunctive Relief .............................  7
      2.7  Infringing Use ................................  7
      2.8  Limitations ...................................  7
      2.9  Survival ......................................  8
III.  TERM ...............................................  8
IV.   FEES ...............................................  8
      4.1  Amount ........................................  8
      4.2  Net Sales .....................................  8
      4.3  Gross Sales ...................................  8
V.    OPERATIONAL OBLIGATIONS OF LICENSEE ................  8
      5.1  Performance Standards .........................  8
      5.2  Business Conduct ..............................  9
      5.3  Hours of Operation ............................  9
      5.4  Merchandise Standards .........................  9
      5.5  Pricing .......................................  9
      5.6  Discount Policy ...............................  9
      5.7  Bonus Club .................................... 10
      5.8  Customer Adjustment ........................... 10
      5.9  Employee Standards ............................ 10
      5.10 Licensee's Employees .......................... 10
      5.11 Employee Compensation ......................... 11
      5.12 Compliance with Labor Laws .................... 11
      5.13 Compliance with Law ........................... 11
      5.14 Year 2000 Compliance .......................... 11
      5.15 Payment of Obligations ........................ 12
      5.16 Licensee's Obligations ........................ 12
      5.17 Liens ......................................... 12
VI.   LICENSED BUSINESS AREA ............................. 12
      6.1  Block Plan .................................... 12
      6.2  Improvements .................................. 12
      6.3  Operations .................................... 13
      6.4  Condition of Licensed Business Area ........... 13
      6.5  Changes of Location/Store Inventory ........... 13
</TABLE>



                              2
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<TABLE>
                          TABLE OF CONTENTS (continued)
<S>                                                        <C>
      6.6  Remodeling .................................... 13
      6.7  Electric/HVAC ................................. 13
      6.8  Telephone ..................................... 14
      6.9  Yellow/White Page Listings .................... 14
      6.10 Access to Licensed Business Area .............. 14
      6.11 Effect of Store Leases ........................ 15
      6.12 Waiver of Casualty Liability .................. 15
VII.  ADVERTISING ........................................ 15
      7.1  Advertising ................................... 15
      7.2  Publicity ..................................... 15
      7.3  Forms ......................................... 16
VIII. LICENSED BUSINESS EQUIPMENT ........................ 16
      8.1  Licensee's Equipment .......................... 16
      8.2  Licensee's Point of Sale System ............... 16
      8.3  Sears Card .................................... 16
IX.   TRANSACTIONS AND SETTLEMENT ........................ 17
      9.1  Checks ........................................ 17
      9.2  Credit Sales .................................. 17
      9.3  Sales Receipts ................................ 18
      9.4  Settlement .................................... 18
      9.5  Reports ....................................... 18
      9.6  Audit Rights .................................. 19
      9.7  Underreporting ................................ 19
      9.8  Rights of Recoupment and Setoff ............... 20
X.    CUSTOMER INFORMATION; CONFIDENTIALITY .............. 19
      10.1 Customer Information .......................... 20
      10.2 Confidential Information ...................... 20
XI.   RELATIONSHIP OF PARTIES ............................ 21
XII.  DEFENSE AND INDEMNITY .............................. 21
      12.1 Defense ....................................... 21
      12.2 Indemnity ..................................... 22
XIII. INSURANCE .......................................... 22  
      13.1 Types of Insurance ............................ 22
      13.2 No Cancellation Without Notice ................ 23
      13.3 Certificates .................................. 23
      13.4 Expiration/Non-Renewal ........................ 23
XIV.  TERMINATION ........................................ 24
      14.1 Mutual Right of Termination ................... 24
      14.2 Termination of License by Sears With Notice ... 24
      14.3 Termination of License by Sears Without 
            Further Notice ............................... 24
      14.4 Termination on Store Closing .................. 25
      14.5 Effect of Termination ......................... 25
      14.6 Survivability ................................. 25
XV.   ASSIGNMENT AND SUBLICENSING ........................ 25
      15.1 Assignment by Licensee ........................ 25
      15.2 Assignment by Sears ........................... 26
</TABLE>
                              3
<PAGE>


<TABLE>
                          TABLE OF CONTENTS (continued)
<S>                                                        <C>
      15.3 Binding Nature ................................ 26
XVI.  MISCELLANEOUS ...................................... 26
      16.1 Cumulative Remedies ........................... 26
      16.2 Severability .................................. 26
      16.3 Governing Law ................................. 26
      16.4 Arbitration ................................... 26
      16.5 Entire Agreement .............................. 27
      16.6 Headings ...................................... 27
      16.7 Notices ....................................... 27
         EXHIBIT A ....................................... 30
           DESIGNATED SEARS STORES ....................... 30
         EXHIBIT B ....................................... 31
           AUTHORIZED MERCHANDISE AND/OR SERVICES ........ 31
         EXHIBIT C ....................................... 32
           SEARS COMMISSION .............................. 32
         EXHIBIT D ....................................... 33
           ALLOCATION OF COSTS ........................... 33

</TABLE>





























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<PAGE>


                       LICENSE AGREEMENT

THIS LICENSE AGREEMENT ("Agreement") is made and entered into
as of the 1st day of January, 1999, by SEARS ROEBUCK DE PUERTO
RICO, INC., a Delaware corporation ("Sears"), and CONSUMER
PROGRAMS INCORPORATED, a Missouri corporation ("Licensee").

      Sears and Licensee hereby agree as follows: 

I.    GRANT OF LICENSE
      1.1.  License for On-Premises Operations.
            Sears hereby grants Licensee the non-exclusive
privilege of conducting and operating, and Licensee shall
conduct and operate, pursuant to the terms, provisions and
conditions contained in this Agreement, a licensed business
offering the goods and services listed on Exhibit B ("Licensed
Business"), only at the Sears locations described in Exhibit A
or in Location Riders attached ("Designated Sears Store(s)").  

      1.2.  Scope of License/Restrictions.
            Licensee shall use the Licensed Business area only
for the purpose authorized in this Agreement, and shall offer
for sale only those services and merchandise expressly author-
ized by this Agreement as listed on Exhibit B attached hereto
and shall offer those services and merchandise only from the
Designated Sears Stores. Any changes, additions or deletions of
services or merchandise require the prior written approval of
Sears appropriate Licensing Manager ("Licensing Manager").

      1.3.  No Representations.
            (a)  Sears makes no promises or representations
whatsoever as to the potential amount of business Licensee can
expect at any time during operation of the Licensed Business. 
Licensee is solely responsible for any expenses it incurs 
related to this Agreement, including, but not limited to, any 
increase in the number of Licensee's employees or any 
expenditures for additional facilities or equipment. 
            (b)  Licensee acknowledges that, by entering into
this Agreement, Licensee seeks to provide services for
customers of Sears and Licensee shall not be required to create
or develop an independent customer base.  Licensee further
acknowledges that customers of Sears who use Licensee's
services likely seek such services because of the commercial
reputation of Sears, rather than the commercial reputation of
Licensee.  Licensee represents and warrants that Licensee has
considered the acknowledgments made in this provision of the
Agreement in determining the commission rate set forth in this
Agreement.



                              5            
<PAGE>


II.   USE OF SEARS MARKS
      2.1   License to Use Sears Marks.
            Licensee shall operate the Licensed Business under
the name SEARS PORTRAIT STUDIO.  Licensee shall use the name of
Sears only in connection with the operation of the Licensed
Business and only in a manner described herein or upon prior
written approval by Sears Licensing Manager.  Licensee may use
the name Sears when communicating with customers or potential
customers of the Licensed Business, or to identify the location
of the Licensed Business and in other instances specifically
approved by Sears.  Licensee shall not begin any business
activity under this Agreement without Sears prior written
approval of any and all names that Licensee intends to use in
conjunction with the Licensed Business.

      2.2   Communications with Third Parties.
            Except in the case of communication permitted by
Paragraph 2.1, or as otherwise specifically approved by Sears,
Licensee shall not use the name of Sears, or any Sears 
trademarks, service marks or trade names (the "Mark(s)"),
either orally or in writing, including, but not limited to, use
of any letterhead, checks, business cards, or contracts.  All
communications with persons or entities other than customers or
potential customers of the Licensed Business shall be done
solely in Licensee's own name.

      2.3   No Challenge to Marks.
            Licensee shall not question, contest or challenge,
either during or after the Term of this Agreement, Sears owner-
ship of the Marks, or Sears ownership in any mailing lists,
credit files or other factual information compiled by Sears 
and made available for use by Licensee ("Sears Information"). 
Licensee shall claim no right, title or interest in any Mark or
Sears Information, except the right to use the same pursuant to
the terms and conditions of this Agreement, and shall not
register or attempt to register any Mark.

      2.4   No Rights to Marks. 
            Licensee recognizes and acknowledges that the use
of any Mark or Sears Information shall not confer upon Licensee
any proprietary rights to any Mark or Sears Information.  Upon
expiration or termination of this Agreement, Licensee shall
immediately stop using all Marks and Sears Information, and 
shall execute all documents Sears requests in order to confirm
Sears ownership, or to transfer to Sears any rights Licensee
may have acquired from Sears in any Mark or Sears Information.  
Nothing in this Agreement shall be construed to bar Sears,
during or after expiration or termination of this Agreement,
from protecting its right to the exclusive ownership of Sears
Information or Marks against infringement or appropriation by
any party or parties, including Licensee.  
                              6
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     2.5    Registration of Marks.
            Sears may register in its own name any and all of
the trademarks, service marks or trade names used in operation
of the Licensed Business, except for such trademarks, service
marks or trade names which are owned or licensed by Licensee
prior to execution of this Agreement, and Licensee's use of
such names and marks shall inure to the benefit of Sears for
such purposes as well as for all other purposes and such marks
shall be included in the term "Marks".  Licensee shall
cooperate in any such registration or application for
registration by Sears.  No name or mark registered in the name
of Licensee or any of Licensee's affiliates and used in
conjunction with the Licensed Business shall be used for any
other purpose without the written consent of Sears.
            
     2.6    Injunctive Relief. 
            Licensee acknowledges that the Marks and Sears
Information possess a special, unique and extraordinary
character, which makes it difficult to assess the monetary
damage Sears would sustain in the event of unauthorized use. 
Irreparable injury would be caused to Sears by such
unauthorized  use, and Licensee agrees that in the event of
breach of this Section II by Licensee there would be no
adequate remedy at law and preliminary or permanent injunctive
relief would be appropriate. 

     2.7    Infringing Use. 
            If Licensee learns of any manufacture or sale by
any third party of products and/or services similar to those
offered by Licensee that would be confusingly similar in the
minds of the public to those sold by Licensee and which bear or
are promoted in association with the Marks or any names,
symbols, emblems, or designs or colors which would be
confusingly similar in the minds of the public to the Marks,
Licensee shall promptly notify Sears.  Sears may, at its sole
expense, take such action as it determines, in its sole
discretion, is appropriate.  Licensee shall cooperate and
assist in such pro- test or legal action at Sears expense.  If
demanded by Sears, Licensee shall join in such protest or legal
action at Sears expense.  Licensee shall not undertake any
protest or legal action on its own behalf without first
securing Sears written permission to do so.  If Sears permits
Licensee to undertake such protest or legal action, such
protest or legal action shall be at Licensee's sole expense. 
Sears shall cooperate and assist Licensee at Licensee's
expense.  For the purposes of this paragraph, expenses shall
include reasonable attorneys' fees.  All recovery in the form
of legal damages or settlement shall belong to the party
bearing the expense of such protest or legal action.

     2.8    Limitations.
            Licensee shall not file suit using Sears name. 
Licensee shall not use the services of a collection agency or
undertake any legal proceeding against any customer without the
prior written approval of Sears Licensing Manager.














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<PAGE>


      2.9   Survival.
            The provisions of this Section II shall survive the
expiration or termination of this Agreement.

III.  TERM
            The term of this Agreement ("Term") shall be for a
five (5) year period beginning on January 1, 1999, and ending
at the close of business on December 31, 2003, unless sooner
terminated under any of the provisions of this Agreement.

IV.   FEES
      4.1   Amount.
            Licensee shall pay Sears a commission ("Sears
Commission") which is set forth on Exhibit C attached hereto.

      4.2   Net Sales.
            "Net Sales" means Gross Sales from operation of the
Licensed Business, less sales taxes, returns and allowances.

      4.3   Gross Sales.
            "Gross Sales" means all of Licensee's direct or
indirect sales of services and merchandise from the Licensed
Business, including, but not limited to, sales arising out of
referrals, contacts, or recommendations obtained through the
operation of the Licensed Business.

V.    OPERATIONAL OBLIGATIONS OF LICENSEE
      5.1   Performance Standards. 
            Licensee shall provide Sears with copies of its
written procedures and policies establishing minimum standards
of quality, performance and customer service.  Licensee shall
immediately advise Sears of any changes in its standards. 
Without limiting Paragraph 5.8, Licensee shall observe no less
than such minimum standards of quality, performance and
customer service.  Sears may visit the Licensed Business area
at any reasonable time during business hours for the purpose of
verifying Licensee's compliance with its standards of quality,
performance and customer service. 













                              8
<PAGE>


Licensee shall conduct its operations in a courteous and
efficient manner and shall present a neat, business like
appearance, including adherence by Licensees' employees to a
reasonable dress code.  Licensee shall abide by all safety and
security rules and regulations of Sears in effect from time to
time.

      5.2   Business Conduct.
            Licensee shall also conduct its operations in an
honest and ethical manner at all times.  In dealing with Sears
associates and Sears customers, Licensee shall adhere to the
highest ethical standards, including those standards described
in the "A Guide To Business Conduct For Sears Licensed Business
Associates" as provided to Licensee and updated from time to
time.

      5.3   Hours of Operation.
            The Licensed Business shall be kept open for
business and operated during the same business hours that the
Designated Sears Store is open for business, unless otherwise
agreed to by Sears Licensing Manager and Licensee.
            
      5.4   Merchandise Standards.
            Licensee shall maintain a stock of good quality
merchandise as necessary to assure efficient operation of the
Licensed Business.  Licensee shall maintain merchandise
presentation standards consistent with Sears own standards.

      5.5   Pricing.
            Except as noted, Sears shall have no right or power
to establish or control the prices at which Licensee offers
service and/or merchandise in the Licensed Business.  Such
right and power is retained by Licensee, however, Licensee also
shall participate in Sears national storewide sales and/or
merchandise price off events.  Licensee shall not charge
customers for estimates or proposals.

     5.6    Discount Policy.
            Sales made under this Agreement shall be offered
for sale by Licensee to the employees of Sears (to include
other eligible family members) at the same discount which
Sears allows its own employees on purchases of similar
merchandise as fully described in Sears Courtesy Discount
Guide.  Licensee's employees who are exclusively employed to
service the Licensed Business shall be entitled to receive the
same discount on purchases made from Sears; provided, however,
that the employees, but not their family members, are entitled
to receive the discount.  Misuse of the Sears discount policy
by any employee of Licensee could result in Sears request that
Licensee remove an employee from the Licensed Business pursuant
to Paragraph 5.10 of this Agreement.
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      5.7   Bonus Club.
            Licensee shall accept Sears Card Bonus Club Bonus
Certificates.  Sears shall reimburse Licensee for such bonus
certificates provided Licensee has followed prescribed
procedures.

      5.8   Customer Adjustment.
            All of the work and services performed by Licensee
in connection with the Licensed Business shall be of a high
standard of workmanship, and all of the merchandise sold in the
Licensed Business shall be of high quality.  Licensee shall at
all times maintain a general policy of "Satisfaction
Guaranteed" to customers and shall adjust all complaints of and
controversies with customers arising out of the operation of
the Licensed Business.  In any case in which an adjustment is
unsatisfactory to the customer, Sears shall have the right, at
Licensee's expense, to make such further adjustment as Sears
deems necessary under the circumstances, and any adjustment
made by Sears shall be conclusive and binding upon Licensee. 
Sears may deduct the amounts of any such adjustments from the
sales receipts held by Sears as described in Paragraph 9.4. 
Licensee shall maintain files pertaining to customer complaints
and their adjustment and make such files available to Sears.

      5.9   Employee Standards.
            Licensee shall employ all management and other
personnel necessary for the efficient operation of the Licensed
Business.  The Licensed Business shall be operated solely
by Licensee's employees, and not by independent contractors,
sub-contractors, sub-licensees or by any other such
arrangement.

      5.10  Licensee's Employees.
            Licensee has no authority to employ persons on
behalf of Sears and no employees of Licensee shall be deemed to
be employees or agents of Sears.  Licensee has sole and
exclusive control over its labor and employee relations
policies, and its policies relating to wages, hours, working
conditions, or conditions of its employees.  Licensee has the
sole and exclusive right to hire, transfer, suspend, lay off,
recall, promote, assign, discipline, adjust grievances and
discharge its employees, provided, however, that Sears may
request at any time that Licensee remove from the Licensed
Business any employee who is objectionable to Sears because of
risk of harm or loss to the health, safety and/or security of
Sears customers, employees or merchandise and/or whose manner
impairs Sears customer relations.  If Sears objects to any of
Licensee's employees, and Licensee determines not to remove
such employee, Sears may terminate any affected location by
giving thirty (30) days notice to Licensee.

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<PAGE>


     5.11   Employee Compensation. 
            Licensee shall pay in a timely manner and is solely
responsible for so paying, for all salaries and other
compensation of its employees and shall make all necessary
salary deductions and withholdings from its employees' salaries
and other compensation.  Licensee shall pay in a timely manner,
and is solely responsible for so paying any and all
contributions, taxes and assessments and all other requirements
of the Federal Social Security, Federal and state unemployment
compensation and Federal, state and local withholding of income
tax laws on all salary and other compensation of its employees.

     5.12   Compliance with Labor Laws.
            Licensee shall comply with any other contract and
all Federal, state and local laws, ordinances, rules and
regulations regarding its employees, including, but not limited
to, Federal or state laws or regulations regarding minimum
compensation, overtime and equal opportunities for employment. 
Without limiting the foregoing, Licensee shall comply with the
terms of the Federal Civil Rights Acts, Age Discrimination in
Employment Act, Occupational Safety and Health Act, the Federal
Fair Labor Standards Act, and the Americans with Disabilities
Act, whether or not Licensee may otherwise be exempt from such
acts because of its size or the nature of its business or for
any other reason whatsoever.

     5.13   Compliance with Law. 
            Licensee shall, at its expense, obtain all permits
and licenses which may be required under any applicable
Federal, state, or local law, ordinance, rule or regulation by
virtue of any act performed in connection with the operation of
the Licensed Business. Licensee shall comply fully with all
applicable Federal, state and local laws, ordinances, rules
and regulations, including, but not limited to, all rules and
regulations of the Federal Trade Commission.  In addition,
Licensee represents and warrants that Licensee and all
subcontractors and agents involved in the production or
delivery of the merchandise to be sold in connection with the
Licensed Business shall strictly adhere to all applicable laws,
regulations, and prohibitions of the United States and all
country(ies) in which such merchandise is produced or delivered
with respect to the operation of their production facilities
and their other businesses and labor practices, including
without limitation, laws, regulations and prohibitions
governing the working conditions, wages and minimum age of
the work force.  Licensee further represents and warrants that
such merchandise shall not be produced or manufactured, in
whole or in part, by convict or forced labor.

     5.14   Year 2000 Compliance. 
            Licensee represents and warrants that its point of
sale system utilizes and includes four digit year elements
(e.g. 1999, 2000, etc.)  and that the use, entry or creation of
dates before, on or after January 1, 2000 will neither cause
failure nor produce incorrect results in the transmission of
data to Sears settlement system, nor cause interruption to or
disruption of the Licensed Business.












                              11
<PAGE>


      5.15  Payment of Obligations. 
            Licensee shall, at its expense, pay and discharge
all license fees, business, use, sales, gross receipts, income,
property or other applicable taxes or assessments which may be
charged or levied by reason of any act performed in connection
with the operation of the Licensed Business, excluding,
however, all taxes and assessments applicable to Sears income
from Sears Commission or applicable to Sears property. 
Licensee shall promptly pay all its obligations, including
those for labor and material, and shall not allow any liens to
attach to any Sears or customer's property as a result of
Licensee's failure to pay such sums.

      5.16  Licensee's Obligations.
            Licensee shall not make purchases or incur any
obligation or expense of any kind in the name of Sears.  Prior
to any purchases involving the Licensed Business, Licensee
shall inform its vendors that Sears in not responsible for any
obligations incurred by Licensee.

      5.17  Liens.
            Licensee shall not allow any liens, claims or
encumbrances to attach against any of the Designated Sears
Stores.  In the event any lien, claim or encumbrance so
attaches or is threatened, Licensee shall immediately take all
necessary action to cause such lien, claim or encumbrance to be
satisfied and released, or Sears, may either terminate this
Agreement or charge Licensee or withhold from sales receipts
all expenses, including attorneys' fees, incurred by Sears in
removing and/or resolving such liens or claims. 

VI.   LICENSED BUSINESS AREA
      6.1   Block Plan.
            The defined area of space provided by Sears for the
operation of the Licensed Business ("Block Plan") will be
submitted for each Designated Sears Store to Licensee.
Licensee shall be solely responsible for providing final plans
for the Licensed Business area and Licensee shall authorize
Sears to prepare the final blueprint plans in accordance with
Exhibit D.  All costs and expenses related to such plans,
including, but not limited to, blueprints, shall be borne by
Licensee.  The expense of preparing the initial space assigned
to any Licensed Business location shall be allocated between
parties as described in Exhibit D attached hereto and hereafter
made a part of this Agreement.  Licensee shall be primarily
responsible for any preparations necessary for the operation of
the Licensed Business.  Any improvements and installations made
by Sears shall be made to Sears specifications for its own
departments. All improvements or installations which vary from
Sears standard specifications shall be at Licensee's sole
expense.

      6.2   Improvements.
            All permanent improvements to the Licensed Business
area shall become the property of Sears at the expiration or
termination of this Agreement.  At the expiration or













                              12
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termination of this Agreement, or if Licensee vacates or
abandons the Licensed Business, Licensee shall convey to Sears,
without charge, good title to such improvements free from any
and all liens, charges, encumbrances and rights of third
parties.

      6.3   Operations.
            If the Licensed Business is not fully operational
within thirty (30) days after Sears has made the Licensed
Business area ready for Licensee as a result of delay by
Licensee, Sears may, at Sears sole option, terminate this
Agreement and have no further obligation to Licensee, and
Licensee shall reimburse Sears within ten (10) days after
receipt of an invoice, for Sears cost, of constructing the
Licensed Business area and of putting such space back to its
condition immediately prior to the commencement of such
construction.

      6.4   Condition of Licensed Business Area. 
            Licensee shall, at its expense, keep the Licensed
Business area in a thoroughly clean and neat condition and
shall maintain Licensee's Equipment in good order and repair. 
Sears shall provide routine janitorial service in the Licensed
Business area, consistent with the janitorial services
regularly performed in the Designated Sears Store.

      6.5   Changes of Location/Store Inventory.
            Sears shall have the right, in its sole discretion,
to change the location, dimensions and amount of area of the
Licensed Business from time to time during the Term of this
Agreement in accordance with Sears judgment as to what
arrangements will be most satisfactory for the general good of
the Designated Sears Store(s).  In the event Sears decides
to change the location of the Licensed Business, Sears shall
move Licensee's Equipment to the new location and prepare the
new space for occupancy by Licensee and the expense shall
be allocated between the parties as described on Exhibit D.  If
a change in location is requested or initiated by Licensee,
then Licensee shall bear all expense involved in moving
Licensee's Equipment and the expense for preparing the new
space for occupancy by Licensee shall be allocated between the
parties as described on Exhibit D.  Sears may, solely at Sears
discretion, not open any Designated Sears Store at any time to
take a physical inventory of Sears property.  Licensee waives
any claim it may have against Sears for damages resulting
from such closing.

      6.6   Remodeling.
            Licensee shall remodel the Licensed Business area
per the terms of Exhibit D and the expense of such remodel
shall be divided between the parties as described on Exhibit
D.

      6.7   Electric/HVAC. 
            Sears shall furnish, at reasonable hours, and
except as otherwise provided, without expense to Licensee,
reasonable amounts of heat, light, air conditioning and
electric power for the operation of the Licensed Business,
except when prevented by strikes, accidents, breakdowns,
improvements and repairs to the heating, lighting and electric
power systems or 








                              13
<PAGE>


other causes beyond the control of Sears.  Sears shall not be
liable for any injury or damage, whatsoever which may arise by
reason of Sears failure to furnish such heat, light, air
conditioning and electric power, regardless of the cause of
such failure.  All claims for such injury or damage are
expressly waived by Licensee. The allocations of costs to bring
such utilities to the Licensed Business location are described
on Exhibit D. 

      6.8   Telephone.
            Sears will arrange for local telephone service by
providing a single Direct Inward Dial Telephone line ("Sears
Phone Line") for the Licensed Business location(s). In
stores that have not been remodeled, Sears will provide a Sears
Phone to the cash register area for the Licensed Business
location(s). In new and remodeled stores as described in
Exhibit D, Sears shall provide a single Sears Phone to the cash
register area and one extension phone line ("Sears Extension
Line") in each camera room. 

Sears shall bear the cost of outbound local and toll-free calls
and provide compatible telephone hardware for the Sears Phone
Line and the Sears Extension Lines. If Licensee requires
additional phone lines ("Additional Phone(s)") to be installed
in the Licensed Business location(s), Licensee shall arrange
with the appropriate telephone company for such installation
and all installation costs and monthly service associated with
any such Additional Phone(s) are to be paid by Licensee. 
Licensee shall arrange with the appropriate telephone
company for direct billing to Licensee of all long distance
calls made in the Licensed Business location(s).

All telephone numbers used in connection with the Licensed
Business shall be separate from phone numbers used by Licensee
in its other business operations and such numbers shall be
deemed to be the property of Sears.  Upon expiration or
termination of this Agreement, Licensee shall immediately cease
to use such numbers and shall transfer such numbers to Sears or
to any party Sears designates, and Licensee shall immediately
notify the Telephone Company of any such transfer. 

      6.9   Yellow/White Page Listings. 
            All white and yellow page telephone listings for
the Licensed Business shall be approved by Sears prior to
placement; provided, however, approval is not required for
listings consisting only of Licensee's name and address as
authorized in Paragraph 2.1.  Sears may, at its sole option,
require that any telephone number listed in any telephone
directory using Sears name is billed through a Sears store or
office.

     6.10   Access to Licensed Business Area. 
            
            Licensee shall have access to the Licensed Business
area at all times that the Designated Sears Store is open to
customers for business and at all other times as the
appropriate Store General Manager approves.  Sears shall be
furnished with keys to the Licensed Business area and shall
have access to the Licensed Business area at all times. 










                              14
<PAGE>


      6.11  Effect of Store Leases.
            If any Designated Sears Store is leased to Sears or
is the subject of an easement agreement, this Agreement shall
be subject to all of the terms, agreements and conditions
contained in such lease or easement agreement.  In case of the
termination of any such lease by expiration of time or
otherwise, this Agreement shall immediately terminate with
respect to affected Licensed Business locations. 

      6.12  Waiver of Casualty Liability. 
            Licensee waives any and all claims it may have
against Sears for damage to Licensee, for the safekeeping or
safe delivery or damage to any property whatsoever of
Licensee or of any customer of Licensee in or about the
Licensed Business area, because of the actual or alleged
negligence, act or omission of any tenant, licensee or occupant
of the premises at which the Licensed Business may be located;
or because of any damage caused by any casualty from any cause
whatsoever, including, but not limited to, fire, water, snow,
steam, gas or odors in or from such store or store premises, or
because of the leaking of any plumbing, or because of any
accident or event which may occur in such store or upon store
premises; or because of the actual or alleged acts or omissions
of any janitors or other persons in or about such store or
store premises or from any other such cause whatsoever; except
for damage caused by Sears gross negligence.

VII.  ADVERTISING
      7.1   Advertising.
            Licensee shall advertise and actively promote the
Licensed Business.  Licensee shall at all times adhere to Sears
Licensed Business Marketing Manual as provided to Licensee and
updated from time to time ("Marketing Manual").  Prior to use
in connection with the Licensed Business, Licensee shall submit
to Sears Marketing Manager, Licensed Businesses, or his
designee, (a) all signs and advertising copy (including, but
not limited to, sales brochures, telemarketing scripts,
newspaper advertisements, radio and television commercials),
and (b) all sales promotional plans and devices.  Licensee
shall not use any such advertising material or sales
promotional plan or device without the prior written approval
of Sears Marketing Manager.  Sears has the right, in its sole
discretion, to disapprove or require modification of any or all
such advertising forms and other materials. Licensee shall not
engage in any Internet advertising without the prior written
consent of Sears Marketing Manager.  Sears shall have the right
to audit Licensee's advertising materials and practices to
determine Licensee's compliance with this Agreement, including
but not limited to compliance with all laws.

     7.2    Publicity.
            Licensee shall not issue any publicity or press
release regarding its contractual relations with Sears or
regarding the Licensed Business, and shall refrain from making
any reference to this Agreement or to Sears in any prospectus,
annual report or other filing required 













                              15
<PAGE>


by Federal or state law, or in the solicitation of business,
without obtaining Sears prior written approval of such action
from Sears Licensing Manager and Sears Public Relations
Manager.  Licensee shall at all times adhere to Sears written
policies regarding interaction with the media as contained in
the Marketing Manual.

      7.3   Forms.
            Prior to use in connection with the Licensed
Business, Licensee shall submit all customer contract forms,
guarantee certificates and other forms and materials to Sears
Licensing Manager for approval Licensee shall not utilize any
forms or related materials that have not been approved in
advance by Sears Licensing Manager.

VIII. LICENSED BUSINESS EQUIPMENT
      8.1   Licensee's Equipment.
            Entirely at its own expense, Licensee shall install
furniture, fixtures and equipment as necessary for the
efficient operation of the Licensed Business ("Licensee's
Equipment").  Licensee's Equipment, and its size, design and
location shall at all times be subject to Sears approval.
            
      8.2   Licensee's Point of Sale System
            At its own expense, Licensee shall furnish a point
of sale system and peripheral devices, including, but not
limited to printers, bar-code scanning devices, and electronic
signature capture devices ("Licensee's POS").  Licensee's POS
shall have the capability of processing Sears Card and any
other credit cards Sears may accept from time to time.

At such time as Licensee's POS interfaces with the Sears
in-store processor ("Sears ISP"), Licensee's POS shall be
compatible with the Sears ISP, and Licensee's POS shall have
substantially the same capabilities as the point of sale system
used by Sears in its own merchandise departments to the extent
applicable to the operation of the Licensed Business. This
transition will occur no later than June 30, 2000. Licensee
shall also be responsible for upgrading Licensee's POS to be
compatible with enhancements and changes in functionality
made to the Sears ISP. Sears shall be responsible for the cost
of installing and maintaining a Sears data line to the Licensed
Business location.  Subject to Licensee's fulfillment of its
obligations under this paragraph, Sears shall also be
responsible for the cost of developing and maintaining the
third party interface software that is necessary to support the
integration of Licensee's POS with the Sears ISP.



      
                              16      
<PAGE>

 
     8.3   Sears Card.
            At such time when Licensee's POS interfaces with 
the Sears ISP as described in Paragraph 8.2, Licensee agrees to
accept and process Sears Card payments from customers at
Licensee's POS, and upon written approval from Sears Licensing
Manager, Licensee will be authorized to open Sears Card instant
credit accounts ("Rapid Credit") for customers. 

IX.   TRANSACTIONS AND SETTLEMENT 
      9.1   Checks.
            All checks or money orders which Licensee accepts
from customers shall be made payable to Sears, Sears, Roebuck
and Co. or Sears Portrait Studio.  Licensee shall make certain
that all checks are filled out correctly and are verified in
accordance with Sears policies in effect from time to time. 
Checks which are deficient in any manner may be charged back to
Licensee, and Licensee shall reimburse Sears for any of Sears
Commission lost as a result of Licensee's failure to obtain a
properly filled out and verified check.  

Sears shall not be entitled to Sears Commission for those
checks that have all of the above information but which are not
paid upon presentment.  Any and all losses which may be sus-
tained by reason of nonpayment of any checks upon presentment
shall be borne by  Licensee, and Sears shall have no liability
with respect to such checks, provided that Sears shall make
whatever effort it deems reasonable to collect all such checks
prior to charging back such checks to Licensee.

      9.2   Credit Sales. 
            With the approval of the Credit Central designated
by Sears, sales may be made by Licensee on such of Sears
regularly established credit plans as may be first approved by
such Credit Central.  The approval of such Credit Central is
required for each individual credit sale, and approval shall be
granted in the sole discretion of the Credit Central.  No part
of the finance charge which may be earned by Sears in connec-
tion with any credit sale shall be payable to or credited in
any way to Licensee.  All losses sustained by Sears as a result
of non-payment of a Sears credit account shall be borne by
Sears, provided that Licensee has complied with Sears credit
policies and procedures.  Except for non-payment of a Sears
credit account, Sears shall have no liability whatsoever to
Licensee for Sears failure to properly accept or reject a
customer's charge. Licensee agrees to accept third party credit
cards as designated by Sears from time to time. Licensee may
not distribute or solicit any customer applications for any
third party credit cards in the Licensed Business.

At such time when Licensee's POS interfaces with the Sears ISP
as described in Paragraph 8.2, Sears shall pay Licensee's third
party merchant discount fees for using third party credit
cards, as long as Licensee's balance of sale for third party
credit does not exceed the Sears full-line stores 















                              17
<PAGE>


balance of sale for third party credit for that Sears fiscal
year. If Licensee's balance of sale for third party credit
exceeds the Sears full-line stores balance of sale for third
party credit for that Sears fiscal year, Licensee will
reimburse Sears one and one half percent (1.5%) of all third
party credit sales over the Sears full-line stores average
balance of sale for third party credit. Sears shall have the
right to withhold such third party credit fees owed to Sears,
from the next regular settlement after the close of that fiscal
year. 

Licensee shall comply with all provisions of Federal and state
laws governing credit sales, and their solicitation, including
but not limited to provisions dealing with disclosures to
customers and finance charges.  Licensee shall not modify, in
any way, the terms and conditions of Sears credit plans.

      9.3   Sales Receipts.
            At the close of each business day, Licensee shall
submit an accounting of the Gross Sales and the returns,
allowances and customer adjustments made during such day by
Licensee to the cashier of the Sears unit designated by Sears,
together with the gross amount, in cash, of all cash sales, and
all credit sales documents for transactions completed that day.
Sears may retain out of such receipts the proper amount of the
Sears Commission payable under this Agreement together with any
other sums due Sears from Licensee.  The remaining balance
shall be payable to Licensee at the regular settlement set
forth in Paragraph 9.4.

      9.4   Settlement.
            A settlement between the parties shall be made at
the end of each Sears fiscal month for all transactions of
Licensee during such period, in accordance with Sears customary
accounting procedures.  Such settlement will be done through
the Sears Accounting Center designated by Sears. Sears will
advance Licensee eighty-five percent (85%) of Net Sales
weekly.  Such advances shall be deducted and reconciled in the
next regular settlement.  All settlements and advances shall be
made by electronic funds transfer (EFT) to a bank account
designated by Licensee.  For all transactions entered into the
Sears system for settlement purposes, and until such time when
Licensee's POS interfaces with the Sears ISP as described
in Section 8.2, Sears will pay transaction fees for any
processing service with whom Sears has an agreement to provide
access for the point of sale settlement system to the
appropriate Sears credit system.

Licensee shall reimburse Sears at each settlement for all
invoiced expenses, including any advertising expense, incurred
by Sears at Licensee's request, outstanding at the time of such
settlement.  If Sears is not reimbursed at such settlement,
then Sears shall have the right, but not the obligation, to
retain out of Licensee's sales receipts the amount of such
expenses with interest, if any, due Sears. 

      9.5   Reports.
            If requested by Sears, Licensee shall provide to
Sears reports of sales and income and Sears commissions paid in
the manner and form prescribed by Sears, together with any
other information Sears may require for its records or auditing
purposes.  If requested by Sears, 







                              18
<PAGE>


Licensee shall promptly submit its financial report to Sears
after the close of Licensee's fiscal year.  Such report shall
be certified by an accountant or by an officer of Licensee in
the event that no audit is performed.  Such report shall
include, but shall not be limited to, Licensee's profit and
loss statement for such fiscal year and balance sheet at the
end of such fiscal year, and shall be prepared in accordance
with generally accepted accounting principles.  If Licensee is
a publicly held corporation, this requirement may be
fulfilled by submission of Licensee's Annual Report on Form
10-K.  Sears shall not disclose any such information that is
not available to the public to any third parties without
Licensee's prior consent.

      9.6   Audit Rights. 
            Licensee shall keep and maintain books and records
that accurately reflect the sales made by Licensee under this
Agreement and the expenses that Licensee incurs in performing
under this Agreement.  Sears shall have the right at any
reasonable time to review and audit the books and records of
Licensee regarding this Agreement.  Such books and records
shall be kept and maintained according to generally accepted
accounting principles.

      9.7   Underreporting. 
            If an audit reveals that sales were under-reported
at any Licensed Business location being audited, by more than
five percent (5%) of the total sales which were actually
reported by such location, then the cost of such audit shall be
charged to such Licensed Business location.  If a sampling of
Licensee's records at a Licensed Business location, using
standard audit practices, reveals that sales have been
under-reported by more than five percent (5%) of the total
sales which were actually reported by such Licensed Business
location, then such Licensed Business location shall at its
option, (a) pay Sears for all under-reported sales for each
year audited by annualizing the rate by which sales were under-
reported in the audit sample plus an administrative fee which
shall be calculated by multiplying the annualized under-
reported commissions by the percent of under-reported sales; or
(b) pay the actual amount of any under-reported sales based on
a complete audit of the books and records (at Licensee's
expense) relating to such Licensed Business location, including
a comprehensive audit of all such books and records for the
then-current year and if Sears so elects, a comprehensive audit
(at Licensee's expense) of prior years plus an administrative
fee which shall be calculated by multiplying the audited annual
under-reported commission by the percent of under-reported
sales.  Each audited location shall be subject to another audit
(at Licensee's expense) one (1) year after the initial audit. 
If this audit reveals that sales were again under-reported by
more than five percent (5%), Licensee shall pay Sears for these
sales as per the above except that, due to the increased
expenses incurred by Sears in continued monitoring of the
Licensed Business, the administrative fee shall be doubled.

All under-reported sales equal to or less than five percent
(5%) of total sales actually reported by such Licensed Business
location, shall be reimbursed to Sears, as appropriate, based
on the actual amounts of such under-reports.

Sears, at its sole option, may also charge interest on all
under-reported sales at the rate of prime (as published in the
Wall Street Journal as of the date of the completion of the
audit) plus one 




                              19
<PAGE>


percent (1%).  Licensee, at its expense, shall develop and
implement a program to conduct internal audits of the Licensed
Business to verify accuracy of sales and commissions. 

      9.8   Rights of Recoupment and Setoff.
            Sears shall have the right to reduce, withhold or
set-off against any payment due Licensee hereunder any
liability or obligation which Licensee may have to Sears.  Any
Licensee liabilities or obligations which remain outstanding
after any exercise of Sears right of set-off shall be paid by
Licensee promptly upon demand by Sears.  Sears rights under
this Paragraph are cumulative, shall be in addition to all
other rights, remedies available at law or in equity, and shall
survive the expiration or termination of this Agreement.  

X.    CUSTOMER INFORMATION; CONFIDENTIALITY

      10.1  Customer Information. 
            The Sears Information and any customer list
developed by Licensee, its employees or agents from the
operation of, or from records generated as a result of the
operation of the Licensed Business (collectively, the "Customer
Information"), are deemed exclusively owned by Sears.  Licensee
shall not use, permit use, disclose or permit disclosure
of such Customer Information for any purpose except the
performance of this Agreement.  Licensee shall at all times
maintain any such Customer Information, including lists,
physically separate and distinct from any customer information
Licensee may maintain that is unrelated to the Licensed
Business.  Licensee shall not reproduce, release or in any way
make available or furnish, either directly or indirectly, to
any person, firm, corporation, association or organization at
any time, any such Customer Information which will or may be
used to solicit sales or business from such customers,
including but not limited to the type of sales or business
covered by this License Agreement.  Upon written request by
Sears during the Term and on expiration or termination of this
Agreement for any reason, Licensee shall immediately
deliver all copies of lists of customers and copies of all
other such Customer Information to Sears; and Licensee, its
officers, employees, successors and assigns, shall not use any
such Customer Information to solicit any of such customers. 
Licensee shall protect all such Customer Information from
destruction, loss or theft during the term of this Agreement,
and until all copies of customer lists and copies of all other
Customer Information are turned over to Sears.  Licensee
acknowledges that there is no adequate remedy at law for
violation by Licensee of this Section X and, in case of breach
of this Section X, preliminary or permanent injunctive relief
would be appropriate.

      10.2  Confidential Information.
            Information furnished by Sears to Licensee or which
becomes known to Licensee through Licensee's operation of the
Licensed Business or Licensee's relationship with Sears is
confidential and proprietary to Sears (collectively, the
"Confidential Information").  All such Confidential Information
shall be held in utmost confidence by Licensee.  All
Confidential Information, including, but not limited to,
information regarding Sears stores, and any other 









                              20
<PAGE>


information not specifically designated by Sears for release to
the public that may come into the possession of Licensee during
the Term of this Agreement shall be delivered to the
appropriate Licensing Manager at Sears upon request by Sears,
and Licensee shall not make or retain copies or portions of the
Confidential Information.

The terms and content of this Agreement, including but not
limited to, exhibits attached hereto, and any other agreements
entered into pursuant to this Agreement shall at all times
remain confidential and shall not be revealed to any third
party by Licensee without the prior written consent of Sears
except to the extent (a) permitted by this Agreement, (b)
required by law or any court, or (c) made to a court or
mediator in connection with a dispute between the parties.  

The provisions of this Section X shall survive the expiration
or termination of this Agreement.

XI.   RELATIONSHIP OF PARTIES
            Licensee is an independent contractor.  Nothing
contained in or done pursuant to this Agreement shall be
construed as creating a partnership, agency or joint venture;
and neither party shall become bound by any representation, act
or omission of the other party. 

XII.  DEFENSE AND INDEMNITY
      12.1  Defense. 
            Licensee shall defend all allegations asserted in
any claim, action, lawsuit or proceeding (even though such
allegations may be false, fraudulent or groundless) against
Sears, its affiliates and subsidiaries, and/or Sears
subsidiaries or affiliates, directors, officers, employees,
agents, independent contractors, parents, subsidiaries and
affiliates which contains any allegations of liability actually
or allegedly resulting from or connected with the operation
of the Licensed Business (including, without limitation of the
foregoing, goods sold, work done, services rendered, or
products utilized in the Licensed Business, lack of repair in
or about the area occupied by the Licensed Business, operations
of or defect in any machinery, motor vehicles, or equipment
used in connection with the Licensed Business, or located in or
about the Licensed Business area; or arising out of any actual
or alleged infringement of any patent or claim of patent,
copyright or non-Sears trademark, service mark, or trade name);
or from the omission or commission of any act, lawful or
unlawful, by Licensee or its directors, officers, employees,
agents or independent contractors, whether or not such act is
within the scope of the authority or employment of such
persons.  Licensee shall use counsel satisfactory to Sears in
defense of such allegations.  Sears may, at its election, take
control of the defense and investigation of any claims, may
employ and engage attorneys of its own choice to manage and
defend such claims, at Licensee's cost, risk and expense,
provided that Sears and its counsel shall proceed with
diligence and good faith with respect thereto.  The provisions
of this Paragraph shall survive the expiration or termination
of this Agreement.











                              21
<PAGE>


      12.2  Indemnity.
            Licensee shall hold harmless and indemnify Sears
and Sears directors, officers, employees, agents, independent
contractors, parents, subsidiaries and affiliates from and
against any and all claims, demands, actions, lawsuits,
proceedings, liabilities, losses, costs and expenses
(including, without limitation, fees and disbursements of
counsel incurred by Sears in any claim, demand, lawsuit, or
proceeding between Licensee and Sears or between Sears and any
third party or otherwise), actually or allegedly resulting from
or connected with the operation of the Licensed Business
(including, without limitation of the foregoing, goods
sold, work done, services rendered, or products utilized in the
Licensed Business, lack of repair in or about the area occupied
by the Licensed Business, operation of or defects in any
machinery, motor vehicles, or equipment used in connection with
the Licensed Business, or located in or about the Licensed
Business area; or arising out of any actual or alleged
infringement of any patent or claim of patent, copyright or
non-Sears trademark, service mark, or trade name); or from the
omission or commission of any act, lawful or unlawful, by
Licensee or its directors, officers, employees, agents or
independent contractors, whether or not such act is within the
scope of the authority or employment of such persons.  The
provisions of this Paragraph shall not apply to the extent any
injury or damage is caused solely by Sears negligence.  The
provisions of this Paragraph shall survive the expiration or
termination of the Agreement.

XIII. INSURANCE 
      13.1  Types of Insurance. 
            Licensee shall, at its sole expense, obtain and
maintain during the Term of this Agreement the following
policies of insurance from companies having a rating of at
least A-VII or better in the current Best's Insurance Reports
published by A.M. Best Company and adequate to fully protect
Sears as well as Licensee from and against all expenses,
claims, actions, liabilities and losses related to the subjects
covered by the policies of insurance below:

            (a) Worker's Compensation insurance covering all
costs, benefits and liabilities under Workers Compensation and
similar laws which may accrue in favor of any person employed
by Licensee for all states in which Licensee operates, and
Employer's Liability insurance with limits of liability of at
least $100,000 per accident or disease and $500,000 aggregate
by disease.  Such insurance shall contain a waiver of
subrogation in favor of Sears.  Limits of liability
requirements for Employer's Liability may be satisfied by a
combination of Employer's Liability and Umbrella Excess
Liability policies.

            (b) Commercial General Liability insurance,
including but not limited to, premises/operations liability,
contractual liability, personal and advertising injury
liability, and products and completed operations liability,
with limits of at least $1,000,000 for bodily injury and
property damage combined.  Sears shall be named as an
additional insured.  Limits of liability requirements may be
satisfied by a combination of Commercial General Liability
and Umbrella Excess Liability policies. 








                              22
<PAGE>


            (c) Motor Vehicle Liability insurance, for owned,
non-owned and hired motor vehicles used in connection with the
Licensed Business, with limits of at least $1,000,000 for
bodily injury and property damage combined.  If only private
passenger vehicles are owned or shall be used in conjunction
with this Agreement, $500,000 combined single limit of
liability is acceptable.  If no vehicles are owned or leased by
Licensee, the Commercial General Liability insurance shall be
extended to provide insurance for non-owned and hired motor
vehicles.  Limits of liability requirements may be satisfied by
a combination of Motor Vehicle Liability and Umbrella Excess
Liability policies.

            (d) "All Risk" Property insurance upon all building
improvements and supplies on the premises, including those
perils generally covered on a "Cause of Loss - Special Form",
including fire, extended coverage, windstorm, vandalism,
malicious mischief, sprinkler leakage, water damage, accidental
collapse, in an amount equal to at least 90% of the full
replacement cost, with a coverage extension for increased cost
of construction, including a waiver of subrogation in favor of
Sears. 

            (e) Fidelity insurance with limits of liability of
at least $50,000.

      13.2  No Cancellation Without Notice. 
            Licensee's policies of insurance shall expressly
provide that they shall not be subject to material change or
cancellation without at least thirty (30) days' prior written
notice to Sears Certificate Management Services, c/o Near North
Technology Services, P.O. Box 811310, Chicago, Illinois
60681-1310, or other address of which Licensee is notified.

      13.3  Certificates.
            Licensee shall furnish Sears with certificates of
insurance or, at Sears request, copies of policies, prior to
execution of this Agreement and upon each policy renewal during
the Term of this Agreement.  If Licensee does not provide Sears
with such certificates of insurance or, in Sears opinion, such
policies do not afford adequate protection for Sears, Sears
shall so advise Licensee, and if Licensee does not furnish
evidence of acceptable coverage within five (5) days, Sears
shall have the right to immediately terminate this Agreement
upon written notice to Licensee.

      13.4  Expiration/Non-Renewal. 
            If Licensee's policies of insurance expire or are
canceled during the Term of this Agreement or are materially
modified, Licensee shall promptly notify Sears of such
expiration, cancellation or material modification.  If such
policies of insurance are materially modified such that, in
Sears opinion, such policies do not afford adequate protection
to Sears, Sears shall so advise Licensee.  If Licensee does not
furnish evidence of acceptable replacement coverage within five
(5) days after the expiration or cancellation of coverage or
the notification from Sears that modified policies are not
sufficient, Sears shall have the right, at its option, to
immediately terminate this Agreement upon written notice to
Licensee.









                              23
<PAGE>


Any approval by Sears of any of Licensee's insurance policies
shall not relieve Licensee of any responsibility under this
Agreement, including liability for claims in excess of
described limits. 

XIV.  TERMINATION
      14.1  Mutual Right of Termination.
            Either party may terminate this Agreement, or any
location, without cause, without penalty, and without liability
for any damages as a result of such termination, at any time
hereafter by giving the other party at least ninety (90) days'
prior written notice.  The notice shall specify the termination
date.

      14.2  Termination of License by Sears With Notice.
            This Agreement shall terminate effective upon
delivery of notice of termination to Licensee if Licensee, or
its owner(s):  (a)  abandons or fails to actively operate the
License Business or fails to commence operation of his Licensed
Business as required in Paragraph 6.3 of this Agreement; (b)
surrenders or transfers control of the Licensed Business
without Sears prior written consent; (c) has made any material
misrepresentation or omission in his application; (d) is
convicted of or pleads no contest to a felony, or engages in
any conduct that is likely to adversely affect the reputation
of Licensee, the Licensed Business or Sears; (e)  makes an
unauthorized transfer of the Licensed Business; (f) makes any
unauthorized use, duplication or disclosure of the Confidential
Information or Customer Information;  (g) fails to secure and
maintain appropriate insurance coverage as set forth in Section
XIII; (h) a petition is filed either by or against Licensee in
any bankruptcy or insolvency proceeding, or if any property of
Licensee passes into the hands of any receiver, assignee,
officer of the law or creditor; or (i) materially misuses or
makes an unauthorized use of any Sears Mark.

      14.3  Termination of License by Sears Without Further
            Notice.
            This Agreement shall terminate without further
action by Sears or notice to Licensee if Licensee or its
owners(s): 
            (a) fails to make payment of any Sears Commissions
or any other amounts due Sears, and does not correct such
failure within ten (10) days after written notice of such
failure is delivered to Licensee; or

            (b) fails to comply with any other provision of
this Agreement or any mandatory specification, standard or
operating procedures as prescribed by Sears and does not
correct such failure within thirty (30) days after written
notice of such failure to comply is delivered to Licensee.


















                              24
<PAGE>


      14.4  Termination on Store Closing.
            Sears may, solely at Sears discretion, terminate
this Agreement with respect to any affected Licensed Business
location without notice, due to the closing of the Designated
Sears Store.  Licensee shall not be entitled to any notice of
such store closing prior to a public announcement of such
closing.  Licensee waives any claim it may have against Sears
for damages, if any, incurred as a result of such closing.  
If any Designated Sears Store is damaged by fire or any other
casualty so that the Licensed Business area becomes
untenantable, this Agreement may be terminated with respect to
such Licensed Business location, without penalty and without
liability for any damages as a result of such termination,
effective as of the date of such casualty, by either party
giving the other party written notice of such termination
within twenty (20) days after the occurrence of such
casualty.  If such notice is not given, then this Agreement
shall not terminate, but shall remain in full force and effect
and the parties shall cooperate with each other so that
Licensee may resume the conduct of business as soon as
possible. 

      14.5  Effect of Termination.
            Upon the termination of this Agreement by
expiration of time or otherwise, Licensee shall, immediately
pay all amounts owed to Sears, cease use of all Sears Marks,
the Confidential Information and Customer Information and, at
its expense, immediately remove all of Licensee's Equipment
from Sears premises and shall, without delay and, at Licensee's
expense, repair any damage to Sears premises caused by such
removal.  Upon the termination of this Agreement by expiration
of time or otherwise, the expense to return the Licensed
Business area to the condition Sears made it ready for use by
the Licensee shall be allocated per the terms of Exhibit D.

      14.6  Survivability.
            No termination of this Agreement, by expiration of
time or otherwise, shall relieve the parties of obligations
arising before expiration or termination or arising upon or
after expiration or termination of this Agreement.

XV.   ASSIGNMENT AND SUBLICENSING
      15.1  Assignment by Licensee. 

            Notwithstanding any other provision contained in
this Agreement, this Agreement is not transferable by Licensee
in whole or in part without Sears prior written consent and
Licensee shall not sub-license the license granted herein to
any person or entity.  Any transfer or attempt to transfer by
Licensee whether expressly or by operation of law, and without
Sears prior written consent, shall, at the option of Sears,
without notice, immediately terminate this Agreement.  The sale
of Licensee's business or any other transaction (including
sales of stock) which shifts the rights or liabilities of
Licensee to another controlling interest shall be deemed such a
prohibited transfer.













                              25
<PAGE>


      15.2  Assignment by Sears.
            This Agreement is fully transferable by Sears and
shall inure to the benefit of any transferee or other legal
successor to Sears interest herein.

      15.3  Binding Nature. 
            The provisions of this Agreement shall be binding
upon Licensee and upon Licensee's successors and assigns and
shall be binding upon and inure to the benefit of Sears,
its successors and assigns.

XVI.  MISCELLANEOUS
      16.1  Cumulative Remedies.
            The remedies provided in this Agreement are
cumulative, and shall not affect in any manner any other
remedies that either party may have for any default or breach
by the other party.  The exercise of any right or remedy shall
not constitute a waiver of any other right or remedy under this
Agreement or provided by law or equity.  No waiver of any such
right or remedy shall be implied from failure to enforce any
such right or remedy other than that to which the waiver is
applicable, and only for that occurrence.

      16.2  Severability.
            If any provision in this Agreement is held to be
invalid, illegal or unenforceable by a court of competent
jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, and
this Agreement shall be construed as if such invalid, illegal
or unenforceable provision had never been included.

      16.3  Governing Law.
            This Agreement shall be interpreted and governed by
the internal substantive laws of the State of Illinois, without
regard to its conflict of law principles.  This Agreement shall
not be effective until it has been received and executed by
Sears in Hoffman Estates, Illinois.  
            
      16.4  Arbitration.
            The parties agree to attempt to resolve any
disputes which arise under this Agreement.  In any case where a
dispute cannot be resolved between the parties, the parties
agree to submit the dispute for binding arbitration in
accordance with  the Commercial Arbitration Rules of the
American Arbitration Association ("AAA"); provided, however
that this section shall not limit Sears right to obtain any
provisional remedy, including, without limitation, injunctive
or other equitable relief, from any court of competent
jurisdiction, as may be 


                              26
<PAGE>


necessary to protect Sears Marks, or other property rights. 
Such arbitration shall be conducted by a single arbitrator in
the English language in San Juan, Puerto Rico, and the arbitra-
tor shall apply the substantive law as provided for in Section
16.3 of this Agreement.  The parties shall agree upon an arbi-
trator; provided, however, that if an arbitrator cannot be
agreed upon within thirty (30) days, the arbitrator shall be
appointed as provided in the AAA Commercial Arbitration Rules. 
The parties may offer such evidence as is relevant and material
to the dispute and shall produce such evidence as the arbitra-
tor may deem necessary to an understanding and determination of
the dispute. Judgment upon the arbitration award may be entered
in any federal or state court having jurisdiction thereof.

      16.5  Entire Agreement.
            This Agreement sets forth the entire agreement and
understanding between the parties with respect to the Licensed
Business.  This Agreement shall not be supplemented, modified
or amended except by a written instrument signed by duly
authorized representatives of Licensee and Sears, and no person
has or shall have the authority to supplement, modify or amend
this Agreement in any other manner.  This Agreement shall be
effective when signed by Sears.
            
      16.6  Headings.
            The paragraph titles in this Agreement are for the
mere convenience of the parties, and shall not be considered in
any construction or interpretation of this Agreement. 

      16.7  Notices.
            All notices provided for or which may be given in
connection with this Agreement shall be in writing and given by
personal delivery, certified mail with postage prepaid and
return receipt requested or its equivalent, such as private
express courier, or by facsimile transmission (with a
confirmation copy sent by regular mail).  Notices given by
Licensee to Sears shall be addressed to: 

            SEARS ROEBUCK DE PUERTO RICO, INC.
            Attention:  President
            P.O. Box 3670302
            San Juan, Puerto Rico  00936-7302

with a copy to:

            SEARS, ROEBUCK AND CO.
            Attention:  Vice President and General Manager,
            Licensed Businesses 
            Department 725  E3-359B  
            3333 Beverly Road
            Hoffman Estates, Illinois 60179
                              27
<PAGE>


Notices given by Sears to Licensee shall be addressed to: 

            CONSUMER PROGRAMS INCORPORATED
            Attention: Senior Vice President of Administration
            1706 Washington Avenue
            St. Louis, Missouri 63103
      
Notices if so sent by mail shall be deemed to have been given
when deposited in the mail or
with the private courier.  All changes of address must be
communicated to the other party in
writing.


-[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]-




































                              28
<PAGE>


IN WITNESS WHEREOF, the parties have executed this Agreement or
caused this Agreement to be executed on their behalf by duly
authorized officers or representatives.



                         SEARS, ROEBUCK DE PUERTO RICO, INC.

                      
                         By: /s/ David F. Lauflin
                             -------------------------------
                                 David F. Lauflin
                                 President



                         LICENSEE

                         By: /s/ Alyn V. Essman
                             -------------------------------
                                 Alyn V. Essman
                         Its:    Chairman and Chief 
                                 Executive Officer





























<PAGE>

 
EXHIBIT A

                       DESIGNATED SEARS STORES
<TABLE>
SEARS PORTRAIT STUDIOS PUERTO RICO LOCATIONS
<CAPTION>
Sears #     Studio #     City
<S>         <C>          <C>       <C>
1085        03R77        CAGUAS,   PR 
1905        03R71        HATOREY,  PR
1915        03R73        BAYAMON,  PR
1925        03R72        CAROLINA, PR
1935        03R76        MAYAGUEZ, PR
1945        03R75        PONCE,    PR
2355        03R79        HATILLO,  PR

</TABLE


































                              30
<PAGE>


                            EXHIBIT B

                AUTHORIZED MERCHANDISE AND/OR SERVICES


The following items, merchandise lines and/or services are
authorized for sale by Licensee in the Licensed Business:

     1.   Portrait photography service and photographs

     2.   Passport photography service and photographs

     3.   Portrait-related retail merchandise (e.g., frames,
          mats, albums, greeting cards)

     4.   Portrait-related promotional merchandise for customer
          give-aways

     5.   Digital images (e.g. Portrait Creations(TM), proof
          sheets, portrait restoration)

     6.   Internet archiving services





























                              31
<PAGE>


                         EXHIBIT C

                      SEARS COMMISSION

Licensee shall pay to Sears a commission ("Sears Commission")
which, for each Designated Sears Store, shall be a sum equal to
ten percent (10%) of total annualized net sales for each
Designated Sears Store at which total annualized net sales are
less than $50,000 and fifteen percent (15%) of total annualized
net sales for each Designated Sears Store at which total
annualized net sales are equal to or over $50,000 - retroactive
to the first dollar.  Accounting Centers are to deduct
commission rate at fifteen percent (15%).  Licensee will bill
Sears annually for any excess commissions taken from any
Designated Sears Store with annual net sales of less than
$50,000.



































                              32
<PAGE>


                           EXHIBIT D

                       ALLOCATION OF COSTS

TYPICAL COST ANALYSIS

The Licensed Business shall be built and constructed in
accordance with the plans and specifications prepared and will
include agreed upon standards for the cost of construction.
Items in accordance with the plans and specifications are
listed on a Typical Cost Analysis (TCA) attached as part of
Exhibit D.  The TCA is based on the current ANNUAL EDITION OF
MEANS REPAIR & REMODELING COST DATA.  Sears and Licensee agree
that this Exhibit D will be updated bi-annually and mutually
agreed upon to reflect subsequent ANNUAL EDITIONS OF MEANS
REPAIR & REMODELING COST DATA and to reflect modification of
typical designs and modifications.  The TCA cost will be
represented as a dollar-cost per square foot ratio. 

FINANCIAL RESPONSIBILITIES

The financial responsibilities and standard costs are described
in the TCA.  Items that are classified as "Sears Costs" (S) on
the TCA, shall be Sears responsibility and items that are
classified as "Licensee Costs" (L/B) shall be Licensee's
responsibility.  A cost estimate, known as the Estimated/Actual
Buildout (EAB) may be required to determine the viability or
scope of a project. 

Sears will remit payment for the total cost of all projects
directly to contractors or workmen performing such work and
will invoice Licensee for its share of the expense, at the end
of Sears fiscal year. Sears shall make a settlement adjustment
thirty (30) days after notifying Licensee of the project close
out for the year and all expenses to be charged to Licensee.  

In the event Licensee disputes the settlement adjustment made
by Sears with respect to Change of Location or remodel, it
shall notify Sears and the parties shall have sixty (60) days
from the December end of the month settlement adjustment (which
was made by Sears) to resolve any such dispute.  Any further
adjustment due to either Sears or Licensee relating to such
Change of Location or remodel shall be made pursuant to the end
of the month settlement adjustment following the above
mentioned sixty (60) days. 

MATERIAL CHARGE BACKS.  When, due to shortages or delays,
Licensee provides standard construction materials that are
Sears financial responsibility, Licensee will remit payment
directly to the supplier(s) and will invoice Sears for the
expense.  The amount of any such invoice submitted by Licensee
to Sears shall be deducted from the amount payable by
Licensee at the time of Project year close out (Sears Billing).

PUNCH LIST CHARGE BACKS.  Provided the conditions set forth
below are met, License shall select and employ the services of
a general contractor to complete any remaining punch list
items:

     (1) Sears General Contractor is no longer on the job site;









                              33
<PAGE>


     (2) Licensee has issued written punch list to Sears;

     (3) A period of at least 30 days has elapsed for Sears to
complete punch list items;

     (4) Licensee has provided the cost estimates to Sears
prior to scheduling any work and such cost estimates have been
approved by the Quality/Evaluation Manager, Licensed
Businesses; and

     (5) the General Contractor retained by Licensee shall be
bondable and shall meet all applicable licensing, permitting,
insurance and approval requirements established by Sears
and/or the governmental bodies of the jurisdiction in which the
project is located.

Licensee shall remit payment directly to any general contractor
retained by Licensee to complete punch list items and shall
invoice Sears for the aggregate amounts paid to the general
contractor.

The amount of any such invoices submitted to Sears shall be
deducted from the total Licensee cost at the project close out
(i.e. Sears billing).

CHANGE ORDER REQUEST PROCEDURES.

     Change Orders prior to Licensee installation:
       - Licensee shall submit a written request for a written
         quotation from Sears for the costs of implementing a
         proposed change order.
       - Within a reasonable time after receipt of Licensee's
         request, Sears Project Manager shall return a written
         quotation for change order to Licensee.
       - Licensee shall approve and return change order amount
         to Sears for approval.
       - Sears shall submit approval to Sears Project Manager
         and Licensee within a reasonable time.
       - The cost of any change orders after the project is bid
         by the contractor shall be borne by the party 
         requesting such change.
      
     Change Orders during Licensee installation:
       - Licensee shall submit written request for a written
         quotation from Sears for the costs of implementing a
         proposed change order.
       - Within a reasonable time after receipt of Licensee's
         request, Sears Project Manager shall submit change
         order cost to Licensee for approval.
       - Licensee shall approve and return change order amount
         to Sears for approval. 
       - Sears shall submit approval to Sears Project Manager
         and Licensee within a reasonable time.
       - The cost of any change orders after the project is bid
         by the contractor shall be borne by the party 
         requesting such change.
            












                              34
<PAGE>


GENERAL RESPONSIBILITIES

Licensee shall be responsible for all furniture, trade fixtures
(display units, cabinets, and counters), trade equipment
(cameras, lighting units, and computers), Licensee's POS and
peripheral devices (printers, bar-code scanning devices,
electronic signature capture devices) and any other items not
listed on the TCA. 

Sears shall be responsible for all costs associated with
bringing electrical panel and service, air conditioning,
heating and ventilation ducts into the Licensed Business area. 
The expense of purchasing and installing all electrical
fixtures and equipment (including, but not limited to
circuit boxes, dedicated outlets, lighting fixtures and all
necessary electrical connections within the area occupied by
the Licensed Business.  All air conditioning work required by
Licensee shall be designed and installed by Sears.  Licensee
shall provide mechanical drawing identifying the number and
location of supply/return air diffuser required.  This work
shall include, without limitation, connections to supply/return
air lines, duct work, supply and return air diffusers, and any
circuitry/controls required for the operation of said air
conditioning system, and shall be allocated in accordance with
the TCA and further outlined in Exhibit D.  Any responsibility
not provided for in the TCA or Exhibit D shall be negotiated in
good faith by Sears and Licensee.  

Licensee shall be responsible for any additional leasehold
improvements, included, but not limited to electrical wiring,
lighting, air conditioning, heating or ventilation ducts which
Licensee feels are required to change or improve the utility
service to the Licensed Business area to a level that is
greater than the service provided to rest of the Designated
Sears Store.

NEW DEPARTMENT                                           

Licensee's share of the cost will be determined by applying the
TCA to the Usable Space.

For purposes of this Agreement, "Usable Space" means net square
footage of the area dedicated for the operation of the Licensed
Business.  

REMODEL PROJECTS

     Sears Update Projects - Update Projects initiated by Sears
Construction (D/824), budget a fixed cost per square foot for
store remodeling. Sears shall bear all costs of carpeting
and repainting (including removal of existing wallcovering) for
each Update Project.  Sears will do nothing beyond the scope of
the Update Project unless requested by Licensee. If Licensee
requests, and Sears agrees, that additional work should be done
within the Licensed Business area, Sears and Licensee agree to
share equally the construction costs related to the Update
Project.  If Sears requests additional work within the Licensed
Business area, the costs shall be allocated as follows: 
      
      (a) If there is a decrease in Usable Space for the
          Licensed Business area of 10% or more, the TCA cost
          factor shall be applied to the reduced Usable Space,
          and Sears shall pay Licensee the sum of Fifteen
          Hundred Dollars ($1500); or





                              35
<PAGE>


     (b) If there is no change, a decrease of less than 10%, or
         an increase in Usable Space, the construction costs
         related to the Update Project shall be shared equally
         by Sears and Licensee. 
      
     Sears Remodel/Local Projects - If Sears requests or
initiates a Change of Location of a Licensed Business location
that has previously been subject to a Change of Location during
the term of this Agreement, Sears shall bear all construction
costs related to such Change of Location and shall pay Licensee
the sum of Fifteen Hundred Dollars ($1500) for incidental
costs incurred in such a Change of Location. If a Change of
Location results in a(n):
      
         Decrease in Space-- Sears shall bear all construction
costs related to such Change of Location and shall pay Licensee
the sum of Fifteen Hundred Dollars ($1500.00) for incidental
costs incurred in such a Change of Location.

                               or

         Increase in Space-- The Licensee's share of the TCA
will be applied to only the increase in space (new square
footage).  The Licensee's share of the TCA will be charged to
Licensee if space has been requested and approved by Licensee. 

     Licensee Remodel/Local Projects - Projects requested by
Licensee and approved by Sears. The Licensee's share of the TCA
will be applied to the total Usable Space assigned to
Licensee.
            
All exceptions to the above will be agreed on prior to the
completion of final plans for construction.  Any changes after
approval of final plans by both parties shall be the
responsibility of the party making the change.

ADDITIONAL CAMERA ROOMS

The construction cost of new camera rooms shall be shared
equally between Sears and Licensee, and the total TCA cost
shall be applied to a standard of 500 square feet.

MAINTENANCE OF FACILITIES

Sears shall be responsible for all costs associated with the
regular maintenance of the physical facility of the Designated
Sears Stores, including electrical service, air conditioning,
heating, ventilation, standard lighting (including standard
light bulbs), ceiling tiles, drywall repair, paint, and carpet.
The cost to replace any of the general construction items due
to age and/or normal wear shall be allocated in accordance with
the TCA. Licensee shall be responsible for all costs associated
with maintaining Licensee's Equipment and Licensee's POS in
good order and repair.















                              36
<PAGE>



</TABLE>
<TABLE>
TYPICAL COST ANALYSIS
NEW STORE
PORTRAIT STUDIO (2 CAMERA ROOM) June 1998
GROSS AREA - 1428 SF
<CAPTION>
                                            UNIT
ITEM                         QUANTITY UNIT  COST     TOTAL 
---------------------------- -------- ---- -------  -------
<S>                          <C>  <C>      <C>      <C>
S  10'Partitions              220      LF    30.00    6,600
S  Wall insulation              -      SF     0.40        -
S  Doors                        2      EA   700.00    1,400
S  Cabinets, upper and lower    -      LF   175.00        -
S  Vanity                       -      EA   300.00        -
S  Acoustical ceiling        1428      SF     1.50    2,142
S  Ceiling insulation           -      SF     0.60        -
S  Paint walls               3000      SF     0.50    1,500
S  Paint doors                  2      EA   100.00      200
LB Wallcovering               240      SF     1.60      384
LB Carpeting                  182      SY    18.00    3,284
S  Base                       300      LF     1.20      360
LB Shock pad                   24      SY     5.00      122
S  Fire protection           1428      SF     1.50    2,142
S  HVAC ductwork             1428      SF     5.00    7,140
LB 225 amp 120/208 PA           1      EA  1800.00    1,800
S  Light fixtures              10      EA   150.00    1,500
LB Dedicated circuits           8      EA   200.00    1,600
LB Track lighting              70      LF    38.50    2,695
LB Wall washer                  -      EA   150.00        -
LB Light bar                    4      LF    50.00      200
LB Exit lights                  1      EA   150.00      150
LB Light switch                 8      EA   125.00    1,000
LB Duplex outlets              19      EA   108.00    2,052
LB Phone outlet                 4      EA   365.00    1,460
LB Triple duplex recept         2      EA   150.00      300
LB Floor outlets                1      EA   300.00      300
LB Quad outlet                  2      EA   130.00      260
LB Data                         5      EA    50.00      250
S  Cash register                1      EA   536.00      536
S  Baffle                      19      LF    20.00      380
LB Chair rail                 101      LF     5.00      505
LB Architectural services    1428      LS     2.00    2,856
S/LB G.C.O.H. and fee           1      LS  6673.26    6,468
                                                    ------- 
                                                    $49,586
                                                    =======

New Store                         COST/SF             34.72    

Remodel in warehouse space           $/SF             38.97   
Remodel in retail or office 
  space                              $/SF             39.47    
Remodel in existing license
  business (Low to High)             $/SF             19.24   
</TABLE>





                                   37








<PAGE>


<TABLE>
TYPICAL COST ANALYSIS (continued)
NEW STORE
PORTRAIT STUDIO (2 CAMERA ROOM) June 1998
GROSS AREA - 1428 SF
<CAPTION>
ITEM                            SEARS       L.B.
----------------------------   -------   ------------
<S>                            <C>        <C>      <C>
S  10' Partitions               6,600          -
S  Wall insulation                  -          -
S  Doors                        1,400          -
S  Cabinets, upper and lower        -          -
S  Vanity                           -          -
S  Acoustical ceiling           2,142          -
S  Ceiling insulation               -          -
S  Paint walls                  1,500          -
S  Paint doors                    200          -
LB Wallcovering                     -        384
LB Carpeting                        -      3,284
S  Base                           360          -
LB Shock pad                        -        122
S  Fire protection              2,142          -
S  HVAC ductwork                7,140          -
LB 225 amp 120/208 PA               -      1,800
S  Light fixtures               1,500          -
LB Dedicated circuits               -      1,600
LB Track lighting                   -      2,695
LB Wall washer                      -          -
LB Light bar                        -        200
LB Exit lights                      -        150
LB Light switch                     -      1,000
LB Duplex outlets                   -      2,052
LB Phone outlet                     -      1,460
LB Triple duplex recept             -        300
LB Floor outlets                    -        300
LB Quad outlet                      -        260
LB Data                             -        250
S  Cash register                  536          -
S  Baffle                         380          -
LB Chair rail                       -         505
LB Architectural services           -       2,856
S/LB G.C.O.H. and fee            6,673          -
                               --------   -------
                               $30,573    $19,219  $49,792
                               ========   =======
New Store                        21.41      13.46

Remodel in warehouse space       23.41      15.71   39.12
Remodel in retail or office 
  space                          23.91      15.71   39.62
Remodel in existing license
  business (Low to High)         22.91      15.71   38.62
</TABLE>












                              38