EXHIBIT 10.27
                                  RESOLUTION OF

                     MACON-BIBB COUNTY INDUSTRIAL AUTHORITY


     WHEREAS,  POWER  INTERACTIVE  MEDIA INC.,  for the benefit of itself or its
assigns (the "Company"),  has requested the assistance of the Macon-Bibb  County
Industrial  Authority (the "Authority") in financing the acquisition of property
known as Parcel F located in the Airport East Industrial Park, 8178 Hawkinsville
Road,  Macon,  Bibb County,  Georgia,  and the  construction  of a manufacturing
facility  thereon and the installation of machinery and equipment for use in the
manufacturing of digital photograph kiosks (the "Project");  and has represented
to the Authority  that its assistance in financing the Project is a vital factor
in the decision to proceed with the Project; and

     WHEREAS, after careful investigation,  the Authority has and does find that
the Project will enlarge the tax base, will increase employment,  and will be in
the public good and is within the purposes for which the  Authority was created;
and

     WHEREAS, the planning,  design,  acquisition,  construction,  installation,
equipping  and carrying out of the  proposed  Project will require  expenditures
currently estimated at $7,700,000, not to exceed $10,000,000.

     NOW,  THEREFORE,  BE  IT  RESOLVED  BY  THE  MACON-BIBB  COUNTY  INDUSTRIAL
AUTHORITY AS FOLLOWS:

     1. In order to indicate the  Authority's  willingness  to issue its revenue
bond  or  bonds  to  finance,  in  whole  or  in  part,  the  planning,  design,
acquisition,  construction,  installation,  equipping  and  carrying  out of the
proposed  Project  or a  portion  thereof,  the  execution  and  delivery  of an
inducement  agreement  are hereby  authorized  to be in  substantially  the form
attached  hereto as Exhibit "A," subject to such minor  changes,  insertions and
omissions as may be approved by the Chairman or Vice Chairman of the  Authority,
and the execution of said inducement  agreement by the Chairman or Vice Chairman
and  Secretary  or  Assistant  Secretary of the  Authority  shall be  conclusive
evidence of such approval.

     2. In  order  to  facilitate  the  commencement  of the  planning,  design,
acquisition,  construction,  installation,  equipping  and  carrying  out of the
proposed  Project  or a  portion  thereof,  the  Chairman  or Vice  Chairman  or
Secretary  or Assistant  Secretary of the  Authority  are hereby  authorized  to
execute or accept the  assignment  of contracts for the said  planning,  design,
acquisition,  construction,  installation,  equipping  and  carrying  out of the
Project,  subject to the  receipt of  appropriate  guarantees  of payment by the
Company.

     3. In adopting  this  Resolution,  the  Authority  expresses  its "official
intent" to  authorize  the  issuance of the bonds in the maximum  face amount of
$10,000,000  referred  to in the  preceding  paragraph  within  the  meaning  of
regulations  of the  Internal  Revenue  Service and  provisions  of the Internal
Revenue Code.



                                        1

<PAGE>


     4. It is hereby directed that a notice to the public in  substantially  the
form as Exhibit "B" attached  hereto (the "Notice") be published in the official
newspaper in which Sheriff's  advertisements appear for Bibb County, Georgia, in
each week of two successive  weeks prior to the public  hearing (the  "Hearing")
more fully described in Paragraph 5 hereunder.  Said two  advertisements  of the
Notice shall be published in such a manner that the first  publication  shall be
no less than two weeks prior to said Hearing.

     5. The  Administrator  of the  Authority  (or other  representative  of the
Authority designated by the Chairman of the Authority) shall conduct the hearing
described in Exhibit "B"  attached  hereto at the time and place  designated  by
said Notice. The  representative of the Authority  conducting said hearing shall
be fully informed of the details of the Project  described in said Public Notice
and shall  answer any  inquiries  concerning  the Project  and receive  comments
concerning  the Project made by any person or persons  appearing at the hearing.
Said  representative  shall further have at the hearing the official file of the
Authority  in  connection  with this  Project and shall  provide  access to said
official file to any person desiring to review the same.  Minutes of the hearing
shall be taken.

     6.  Immediately  following  the  conclusion  of the  hearing,  the official
conducting  said hearing shall cause  minutes of the hearing to be  transcribed.
Said minutes shall be a reasonable and accurate  resume' of the hearing and said
minutes  shall  forthwith  be  forwarded  to the  Chairman  of the  Bibb  County
Commission and to the Mayor of the City of Macon for their approval.

     Also to be  forwarded  to said  officials at said time shall be a certified
copy of this  Resolution  and the order of  approval  forms  attached  hereto as
Exhibit "C."

     7. Upon  acceptance of the  inducement  agreement  (Exhibit "A" herein) and
upon execution of the approval orders in substantially the same form as attached
hereto  as  Exhibit  "C,"  and the  transmittal  of same to the  Authority,  the
Administrator,  the  attorneys  for  the  Authority  and  other  agents  of  the
Authority,  may proceed with the validation process of the revenue bond or bonds
described hereinabove in Bibb County Superior Court (but after the adoption of a
Bond Resolution by the Authority  authorizing the commencement of the validation
proceeding),   it  being   further   provided,   however,   that  the   official
representatives  of the  Authority  and its  attorneys  may commence  validation
proceedings  at any time  hereafter  and prior to the approval of the Project by
said  officials,  but  approval  of said  body  must be  obtained  prior  to the
presentation of the matter to Bibb Superior Court for final order of validation.

     8. The Chairman or Vice  Chairman and  Secretary or Assistant  Secretary or
Administrator  of the  Authority  are  further  authorized  to take  any and all
further  action to execute  and deliver  any and all other  documents  as may be
necessary to  implement  the  Project,  including,  but not limited to, deeds to
secure debt,  security  agreements,  UCC  financing  statements,  a lease to the
Company and such other  documents as are required to consummate the Project,  it
being  intended  that the  aforementioned  officers  be  clothed  with broad and
plenary powers and discretion in the premises.


     9.  Attached  to this  Resolution  as  Exhibits  D-1 and D-2 are certain ad
valorem tax  schedules  pertaining  to the real  property upon which the Project
will be located and the personal property

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<PAGE>



which will be used as part of the  Project.  It is intended  that the  Authority
acquire  title to the real property and personal  property  assets to be used in
the Project,  thus making the real  property  and personal  property tax exempt.
However,  the real property will be leased back to the Company,  and the Company
will make  payments in lieu of taxes based on the Company's  leasehold  value in
the real  property and personal  property as generally set forth in the attached
schedules.

     ADOPTED on the 18th day of April, 2001.


                                MACON-BIBB COUNTY
                              INDUSTRIAL AUTHORITY



                              By: /s/ Caulder Pinkerson
                              ---------------------------
                                       Chairman


[SEAL]

Attest:
/s/ Kathleen B. Bowden
-----------------------------
Secretary












                                        3

<PAGE>





                                             April 18, 2001


Power Interactive Media Inc.
181 Whitehall Drive
Markham, Ontario, Canada L3R9T1

Gentlemen:

     The Macon-Bibb  County  Industrial  Authority (the "Authority") is informed
that POWER  INTERACTIVE  MEDIA INC.,  for the benefit of itself or its  assigns,
(the  "Company") is  considering  the  acquisition of property known as Parcel F
located in the Airport East Industrial Park, 8178 Hawkinsville Road, Macon, Bibb
County,  Georgia,  and the construction of a manufacturing  facility thereon and
the  installation  of machinery and equipment  for use in the  manufacturing  of
digital  photograph  kiosks. In this letter, we will refer to these plans as the
"Project."

     It is our understanding  that the availability of revenue bond financing by
the Authority for the purpose of facilitating the planning, design, acquisition,
construction, equipping and carrying out of the proposed Project is an important
factor under  consideration by the Company in determining the feasibility of the
Project.

     The  Company has  indicated  that the  Project  will be planned,  designed,
constructed  during the years  2001  through  2002,  and  completed  on or about
December, 2002.

     The Company has  represented  to the Authority that it expects its eventual
manufacturing  employment  level to be  approximately  300-500 persons within 18
months,  and that the implementation of the Project will result in a substantial
expansion  of the tax base in Bibb  County,  and there  will be a number of jobs
involved in the  construction  of the new  facilities  and the  installation  of
equipment.  It is understood  that the costs of  acquisition,  construction  and
installation of the Project are estimated to be approximately $7,700,000, not to
exceed $10,000,000.

     The  Authority  has  determined  that the  Project  will  create  new jobs,
increase the tax base and, in general terms, improve the economic environment of
Bibb  County,  and has adopted a  resolution  on April 18,  2001, a copy of same
being attached hereto.

     As  indicated  by said  resolution,  the  Authority  proposes  to issue its
revenue bonds in one or more series (the "Bonds") for Project costs.  During the
term in which the revenue bonds are  outstanding,  the  Authority  will hold fee
simple title to all of the elements of the Project  which are acquired with bond
proceeds and lease the same to the Company. The revenue bonds to be issued shall
not exceed Ten Million Dollars ($10,000,000).

     The Company and the Authority agree that the Leases (hereinafter  defined),
the Bonds, (or such other document in connection  therewith as the Company shall
require) shall contain such


                                   Exhibit "A"

<PAGE>



provisions  as the Company  requests in order to assure that the Company will be
entitled to  depreciation  deductions and  investment  credit (if available) for
income tax  purposes  with  respect to any or all of the assets  included in the
Project.

     The  Authority  was created for the purpose of  enlarging  the tax base and
creating and preserving  employment in Bibb County, and Authority believes these
goals will be accomplished by going forward with the Project.

     Accordingly,  in order to assist  the  Company  with the  financing  of the
proposed Project and to induce the Company to locate the same and to arrange for
its  continued  operation  in Bibb  County,  Georgia,  and, in order  thereby to
develop and promote for the public  good and general  welfare  trade,  commerce,
industry and employment opportunities, and increase employment in Bibb County to
the  greatest  extent  possible,   the  Authority  hereby  makes  the  following
proposals:

     1. The Authority will issue its revenue bond or bonds in one or more series
(each  series to be  issued in one or more  installments)  (the  "Bonds")  in an
aggregate  principal amount not to exceed Ten Million Dollars  ($10,000,000) for
the  purpose  of  paying  the  costs  of  the  planning,  design,   acquisition,
construction,   equipping  and  carrying  out  of  the  Project,  including  the
reimbursement  to the  Company of its costs  incurred  in  connection  with such
acquisition, construction and equipping. The Authority will acquire title to the
Project,  subject only to such  encumbrances as will not, in the judgment of the
Company,  interfere  with  the use of the  Project  for the  purposes  presently
contemplated.  Any  advances  made  by the  Company  to the  Authority  for  the
planning, design, acquisition,  construction,  equipping and carrying out of the
Project  will be  deposited  by the  Authority  in a  separate  bank  account or
accounts  opened by the  Authority  for such  purpose  and  disbursed  therefrom
accordingly,  and will be repaid to the Company from the proceeds of the sale of
the Bonds when the same are issued and delivered.

     2. The  terms of the  Bonds  (maturity  schedule,  interest  rate or rates,
denominations,  redemption  provisions,  etc.) will be determined by one or more
bond  purchase  contracts in terms  satisfactory  to the Authority to be entered
into between the Authority and the purchaser or purchasers of the Bonds, subject
to the approval of the Company. Bond financing will be arranged in a manner that
makes funds available at the time needed by the Company at its discretion.

     3.  Simultaneously  with the  delivery  of any  series  of the Bonds or any
installment of Bonds of any series,  the proposed Project,  or portions thereof,
will be leased to the Company  pursuant to two separate  leases:  (a) a lease of
the  machinery,  equipment  and  other  personalty;  and (b) a lease of the real
property,  and the terms and provisions of each lease shall be  substantially in
the form generally  utilized in connection  with such financial  undertakings as
agreed  upon by the  Authority  and the  Company.  Each  lease  agreement  ( the
"Lease") shall contain, in substance, the following provisions:

          (a)  The  term  of the  Lease  will  coincide  with  the  term  of the
     respective Bond issue which it supports.


                                        2

<PAGE>



          (b) The amounts  payable  under the Lease will be paid directly to the
     bondholders  or to a corporate  trustee to be  designated  by the Authority
     subject to the  approval of the Company for the benefit of the  bondholders
     at such time and in such amounts as shall be timely and  sufficient  to pay
     the principal of, the redemption  premium (if any), and the interest on the
     bonds as the same become due and payable.  The Company's obligation to make
     all payments  required under the Lease shall be absolute and  unconditional
     after the delivery of the first installment of a series of Bonds.

          (c) The proceeds of the sale of a series or an installment of a series
     of the Bonds  will be  deposited  from time to time  into a  depository  or
     construction  fund  to be  held  by the  aforesaid  corporate  trustee  and
     disbursed  pursuant to requisitions in accordance with the  requirements of
     the Lease.  During the construction  period,  monies in the construction or
     depository  fund may be  invested  (at the  direction  of the  Company)  in
     obligations  which  represent  legal  investments  for bond proceeds of the
     Authority.

          (d) The Company will keep the Project  insured  against loss or damage
     or perils generally  insured against with respect to facilities  similar to
     the Project,  and will carry adequate public liability  insurance  covering
     personal injury, death or property damage with respect to the Project.

          (e) The  Company  shall  maintain  and repair the Project at all times
     during the Lease  period,  and will be permitted  to replace or  substitute
     obsolete or worn out machinery, equipment and related property.

          (f)  Accept as may  otherwise  be agreed by the and the City of Macon,
     the Lease will provide that in the performance of the Agreements  contained
     therein on the part of the Authority,  any obligations it may incur for the
     payment of money shall not be a general  debt on its part or of the City of
     Macon  or Bibb  County,  but  shall be  payable  solely  from the  payments
     received  under  the  Lease  or from  Bond  proceeds,  and,  under  certain
     circumstances, insurance proceeds and condemnation awards.

          (g)   The   Lease   will   contain   agreements   providing   for  the
     indemnification of the Authority, said corporate trustee and the individual
     members,  directors and officers thereof for all expenses  incurred by them
     and for any claim of loss  suffered  or damage to property or any injury or
     death of any person  occurring in  connection  with the  planning,  design,
     acquisition, construction and carrying out of the proposed Project.

          (h) Absent specific direction by the Company,  the Lease and the Bonds
     shall contain  agreements  providing  that the rentals  required  under the
     Lease may be subject to  prepayment  in whole or in part by the  Company at
     its sole option from time to time without penalty, and that the Bonds shall
     thereupon be redeemed in such amounts at the option of the Company.

                                        3

<PAGE>



     4.  The  Authority  will  enter  into   appropriate   agreements  with  the
bondholders,  or a corporate trustee or depository representing the interests of
bondholders,  which will pledge the Lease and the rents,  payments  and revenues
due thereunder or under any other financing document.

     5. The  Authority  has consulted  with the Board of  Commissioners  of Bibb
County,  the Mayor of the City of Macon, and the Board of Tax Assessors of Macon
and Bibb County with reference to ad valorem tax treatment of Project facilities
during the period of time when the Project  elements are owned by the  Authority
and leased to the Company.  Based upon these  consultations,  the Authority will
provide in the lease and bond  documents  herein  described ad valorem  taxation
schedules on the leasehold interest of the Company in the leased property as set
forth in the attached schedules  (Exhibits D-1 and D-2). These schedules reflect
ad  valorem  taxes over a lease  term of eight (8) years for  personal  property
(equipment)  and ad valorem  taxes  over a lease term of fifteen  (15) years for
real property.  These schedules are based on current  estimates of Project Costs
and on current  ad  valorem  tax  rates,  and  adjustments  shall be made in the
schedules to reflect actual Project Costs and millage rates.

     6. The Authority hereby makes,  constitutes and appoints the Company as its
true,  lawful  and  exclusive  agent for the  purpose of the  planning,  design,
acquisition,  construction  and  carrying  out of the  Project,  and the Company
accepts  such role as agent to act and do all things on behalf of the  Authority
and to perform all acts and  agreements of the Authority in connection  with the
planning,  acquisition,  construction  and  carrying  out  of the  Project.  The
Company's  appointment  to act as agent and all  authority  hereby  conferred is
granted and conferred  irrevocably until superseded by a similar  appointment in
the Leases.

     7. The Authority,  at the request of the Company, will permit the planning,
design, acquisition,  construction, equipping and carrying out of the Project to
begin and continue prior to the issuance and delivery of the Bonds.  The Company
may enter  into  contracts  for  construction  and for  purchase  of  machinery,
equipment and related real and personal  property deemed  necessary or desirable
by the  Company  and  thereafter  assign  same to the  Authority  or, if Company
requests, the Authority will let all such contracts in its name.

     8. The acceptance of this  inducement  agreement by Company shall be deemed
to mean that Company agrees to guarantee payment of all obligations  incurred by
the Authority at the request of the Company in connection with such contracts or
otherwise. The Company may advance any interim acquisition or construction funds
required in connection  with the planning,  design,  acquisition,  construction,
equipping and carrying out of the Project and be reimbursed from the proceeds of
the sale of Bonds when and if the same are issued and delivered.

     9. You are hereby advised that numerous  procedural and substantive actions
must be  undertaken  and  completed  in order to conclude  this  transaction  in
accordance with applicable State law, rules and regulations. While the Authority
represents  that it will use its best efforts to validate and issue the Bonds in
one or more series so as to provide the funds for the Project, the Authority

                                        4

<PAGE>



nevertheless assumes no legal responsibility or liability in the event the Bonds
are not, in fact, issued for any reason whatsoever,  including,  but not limited
to, the failure of the  Authority or its agents or employees to act prudently in
connection  with this  matter.  Further,  if the  Company  elects to enter  into
contracts in accordance  with the provisions of Paragraph 6  hereinabove,  it is
understood and agreed that such expenditures shall be the sole obligation of the
Company and in the event costs are  incurred by the Company,  reimbursement  for
said costs or  expenses  can only be made from the  proceeds  of the Bonds after
issuance.

     10. The Authority will assist in the prompt  preparation of the Leases, the
trust indenture, the bond purchase agreements,  the Bonds, and any and all other
documents required for this transaction, and will proceed with the validation of
the Bonds in the Superior Court of Bibb County, Georgia.


     11. The Company  will apply for,  and use its best  efforts to obtain,  all
permits,  licenses  authorizations  and approvals  required by all  governmental
authorities in connection with the acquisition,  construction, operation and use
of the  Project.  The  Authority  will  assist the Company in this regard at the
Company's request.

     12. The Company agrees to indemnify,  defend and hold the Authority and the
individual members, directors and officers thereof harmless against any claim of
loss or damage to  property  or any  injury  or death of any  person or  persons
occurring in connection with the planning,  design,  acquisition,  construction,
equipping and carrying out of the Project. This indemnity shall be superseded by
a  similar  indemnity  in the  Leases,  and,  if the Bonds  are not  issued  and
delivered,  this  indemnity  shall  survive the  termination  of the  inducement
agreement resulting from Company's acceptance of this proposal.

     13. Upon  delivery of the Bonds,  the  provisions  of this proposal and the
agreement  resulting  from its  acceptance  by the Company shall have no further
effect.

     14.  If,  for any  reason,  the  Bonds  are not  issued  and  delivered  as
contemplated herein, the provisions of this proposal and the agreement resulting
from its  acceptance  by the Company  shall,  at the option of the Company to be
evidenced  in  writing,  be  canceled  and  neither  party shall have any rights
against  the other and no third  parties  shall have any rights  against  either
party except:

          (a) the Authority will convey to the Company its title, if any, in and
     to the Project, easements and rights-of-way and all improvements thereon to
     the extent of its ownership therein, if any;

          (b) the Company will pay the  Authority  for all  expenses  which have
     been  authorized by the Company in writing and incurred by the Authority in
     connection with the planning, design, acquisition,  construction, equipping
     and carrying out of the Project;



                                        5

<PAGE>



          (c) the Company will assume and be  responsible  for all contracts for
     construction or purchase machinery, equipment and related personal property
     entered into by the  Authority  at the written  request or direction of the
     Company in connection with the Project; and

          (d) the Authority  shall submit requests to the Company for payment of
     out- of-pocket expenses of directors, officers, agents and employees of the
     Authority,   counsel  for  the  Authority  and  Bond  counsel  incurred  in
     connection  with the Project and the issuance of the Bonds,  and reasonable
     fees for the Authority and Bond counsel for legal  services  related to the
     Project and the issuance of the Bonds.  The Company shall have the right to
     review and approve or disapprove the payment of such fees and expenses.

     15. The Company agrees to pay the Authority an  administrative  fee in such
amount as may be agreed upon,  prior to the issuance of the Bonds,  as expressed
in a separate agreement between the Authority and the Company. The Company shall
also pay fees of counsel to the  Authority in such amount as may be agreed upon,
prior to the issuance of the Bonds, as expressed in a separate agreement between
the Company and counsel to the Authority.

     If the terms of this proposal are satisfactory, we will immediately prepare
and submit the  necessary  contracts  and  documents  to proceed.  We would,  of
course, be glad to discuss the provisions hereof.

                                    Yours very truly,

                          MACON-BIBB COUNTY INDUSTRIAL
                                    AUTHORITY


                          By: /s/ Caulder Pinkerson
                              ------------------------
                                  Chairman
(SEAL)




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<PAGE>



                             Acceptance of Proposal

                                       of

                     MACON-BIBB COUNTY INDUSTRIAL AUTHORITY

                                       by

                          POWER INTERACTIVE MEDIA INC.

     The  terms  and  conditions  contained  in the  foregoing  proposal  by the
Macon-Bibb County Industrial  Authority are hereby accepted by Power Interactive
Media Inc.

         This 30th  day of  April         , 2001.
              ----          -------------


                                      POWER INTERACTIVE MEDIA INC.


                                      By: /s/  R. Terry Cooke
                                        -------------------------
                                                     (Title)

                                                       President & CEO


                                        7

<PAGE>



                                   EXHIBIT "B"

GEORGIA, BIBB COUNTY.


                              NOTICE TO THE PUBLIC


     You are hereby  notified that on the 7th day of May,  2001, at 9:00 A.M. at
305 Coliseum Drive,  Macon, Bibb County,  Georgia, a public hearing will be held
in connection with proposed action of the Macon-Bibb County Industrial Authority
(hereinafter  called the "Authority") to proceed with the financing of a certain
project  more  particularly  described  hereinbelow  through  the  issuance of a
revenue bond or bonds by the Authority.

     The  Administrator of said Authority,  or some other  representative of the
Authority officially designated by the Chairman of said Authority, shall preside
at said public  hearing and shall provide any  interested  individual  with such
information as may be requested  concerning the Project at said time,  including
access and review of the official files of the Authority in connection  with the
Project described  hereinbelow.  Members of the public are invited to be present
for said public  hearing or to direct  communications  concerning  the  proposed
Project to Macon-Bibb County Industrial  Authority , c/o Kathy Bowden, P. O. Box
207, Macon, Georgia 31202.

     The Authority has taken official action to authorize the  confirmation  and
validation  of its revenue bond or bonds in the  aggregate  principal  amount of
$7,700,000,  but in any event not to exceed  $10,000,000,  to be issued  for the
benefit of Power  Interactive  Media Inc., and its  successors or assigns,  (the
"Borrower")  for the  purpose of paying the costs,  in whole or in part,  of the
acquisition of property known as Parcel F located in the Airport East Industrial
Park,  8178  Hawkinsville  Road,  Macon,  Bibb  County,   Georgia,   being  more
particularly  described as that parcel located  approximately 0.2 miles from the
entrance to Airport  East  Industrial  Park along the access road leading to the
back of the Park, said parcel  consisting of  approximately  10.1 acres, and the
construction  of a  manufacturing  facility  thereon  and  the  installation  of
machinery  and  equipment  for use in the  manufacturing  of digital  photograph
kiosks (the "Project").

     In taking  official  action for the  authorization  of the issuance of said
revenue  bond or  revenue  bonds  for the  implementation  of the  Project,  the
Authority  has  determined  that the  Project  will  develop and promote for the
public  good and general  welfare  trade,  commerce,  industry,  and  employment
opportunities,  increase employment in Bibb County , and that the implementation
of the Project is within the purposes for which the Authority was created.

     The revenue bond or revenue bonds, if and when issued, shall be the limited
obligation of the  Authority in that the Authority  shall pledge as security for
the  payment  of debt  service  for the bond or  bonds  the  real  property  and
improvements  thereon  that  constitute  the  Project and all  revenues  derived
therefrom.

     The  issuance  of the  bonds  shall  not  create  any debt of the  State of
Georgia, the City of Macon, Bibb County, or the Authority except for the limited
obligation of the Authority as described above.

     This the 19 day of April, 2001.

                              /s/ Kathleen B. Bowden
                             ----------------------------------------
                             Administrator, Macon-Bibb County
                              Industrial Authority


<PAGE>


                                 EXHIBIT "C-1"

STATE OF GEORGIA

BIBB COUNTY

     The undersigned, as the chief elected official of the County of Bibb, State
of Georgia, DOES HEREBY APPROVE the Project described in the attached Resolution
of the Macon-Bibb County Industrial Authority, as follows:

          (i) The Project  consists  of the  acquisition  of  property  known as
     Parcel F located in the Airport East  Industrial  Park,  8178  Hawkinsville
     Road, Macon, Bibb County,  Georgia, and the construction of a manufacturing
     facility thereon and the installation of machinery and equipment for use in
     the manufacturing of digital photograph kiosks (the "Project");

          (ii) The maximum  aggregate  face amount of  obligations  to be issued
     with respect to the Project is $10,000,000; and

          (iii) The initial owner,  operator or manager of the facility is Power
     Interactive Media Inc., its successors or assigns.

     This approval is provided in accordance  with the  requirements  of Section
147(f)(2) of the Internal Revenue Code of 1986, as amended.

     This ____ day of May, 2001.




                                      --------------------------------------
                                      Chairman, Bibb County Commission







<PAGE>


                                 EXHIBIT "C-2"

STATE OF GEORGIA

BIBB COUNTY

     The undersigned,  as the chief elected official of the City of Macon, State
of Georgia, DOES HEREBY APPROVE the Project described in the attached Resolution
of the Macon-Bibb County Industrial Authority, as follows:

          (i) The Project  consists  of the  acquisition  of  property  known as
     Parcel F located in the Airport East  Industrial  Park,  8178  Hawkinsville
     Road, Macon, Bibb County,  Georgia, and the construction of a manufacturing
     facility thereon and the installation of machinery and equipment for use in
     the manufacturing of digital photograph kiosks (the "Project");

          (ii) The maximum  aggregate  face amount of  obligations  to be issued
     with respect to the Project is $10,000,000; and

          (iii) The initial owner,  operator or manager of the facility is Power
     Interactive Media Inc., its successors or assigns.

     This approval is provided in accordance  with the  requirements  of Section
147(f)(2) of the Internal Revenue Code of 1986, as amended.

     This ____ day of May, 2001.




                             --------------------------------------
                              Mayor, City of Macon