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                                                                   EXHIBIT 10.15

                 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR
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                     MARKETING AND DISTRIBUTION AGREEMENT
               BETWEEN EASTMAN KODAK COMPANY AND LIFE F/X, INC.


        This worldwide marketing and Distribution Agreement is entered into as
of this ___ day of January, 2001, by and between Eastman Kodak Company, a New
Jersey corporation with its principal office at 343 State Street, Rochester,
New York 14650 ("Kodak") and Lifef/x, Inc., a Nevada corporation with its
principal office at 153 Needham Street, Newton, MA ("Life F/X"), hereinafter
referred to collectively as the Parties.

WHEREAS, Life F/X has developed software (the "Software") which is capable of
transforming a digital image of a face ************************************
***************** that can move, talk, and express emotion when played on a
Life F/X player such as Genesis or Babble, as more fully described below, and

WHEREAS, Kodak has a various channels of distribution through which it can
distribute the Genesis and Babble Software and Stand-Ins generated by the
Jetson Software (as all such terms are defined below).

Therefore, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties mutually agree as follows:

1. TERM. This Agreement is binding as of the date on which it is fully executed
by the Parties ("Effective Date") and will continue from the date of such
execution until the date that is three (3) years plus ninety (90) days from the
date on which the Jetson Software (as defined below) is accepted by Kodak for
commercialization purposes pursuant to Section 3(c)ii.

2. DEFINITIONS. "Software" as used in this Agreement shall mean the following
items of software:

   a. GENESIS SOFTWARE: as used in this Agreement shall mean the software
      program developed by Life F/X (or its licensors) with which digital
      humans using text-to-speech (TTS) synthesis can be used on Windows based
      personal computers (W98/ME/NT/2K), and can be transmitted and played on
      the internet at 28.8kbps or greater modem speeds.

   b. BABBLE SOFTWARE: as used in this Agreement shall mean the software program
      developed by Life F/X (or its licensors) that can perform all of the
      functions of the Genesis Software and is also able to lip-sync a digital
      human to an actual human voice.

   c. JETSON SOFTWARE: as used in this Agreement shall mean the software
      program developed by Life F/X (or its licensors) that will allow for the
      creation of Stand-Ins that when used with the Babble Software or another
      Life F/X player, are email enabled and will have any other functionality
      described in Exhibit A. Such software shall be capable of transforming
      (with human intervention for the purposes described in Exhibit A) a
      digital image of a face (provided by a consumer or professional
      photographer) that meets Life F/X's minimum criteria into *******
      ***************** that can move, talk and express emotion when used with
      the Babble Software or another Life F/X player. The minimum criteria for
      use of the


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          digital image is set forth in Exhibit A hereto. Additionally, the
          *********************** created by the Jetson Software shall be able
          to lip-sync either synthesized or actual voice messages provided by
          the consumer and generate facial movements and expressions in a
          photo-realistic manner when used with the Babble Software or another
          Life F/X player. The Jetson Software shall enable the creation of
          digital Stand-Ins in less than one minute on PC servers when used and
          configured in an "appropriate system." When used with Babble or
          another Life F/X player, the Stand-Ins can be transmitted and played
          on the internet at modem speeds of 28.8kbps or greater. An
          "appropriate system" consists of networked Wintel systems with the
          most up-to-date CPU and hardware architecture available at the time
          the Jetson Software is configured as specified by Life F/X as single
          or multi processors. The Jetson Software shall substantially conform
          to specification requirements listed in Exhibit A hereto. The Jetson
          Software includes the ability to create a Stand-In that when used with
          the Babble Software or another Life F/X player can be used for ******
          purposes but does not include creating Stand-Ins that are enabled for
          ******** use. If Life F/X obtains appropriate access to the relevant
          hardware and software architecture, the Stand-In created by the Jetson
          Software will also include the ability, when used with the Babble
          Software or another Life F/X player, to be used for ****************
          **********

     d.   STAND-IN: as used in this Agreement shall mean the *****************
          digital reproduction of a photographic image of a face that can move,
          talk and express emotion in a photo-realistic manner when used with
          Babble or another Life F/X player.

     e.   RELATED SOFTWARE ACCESSORIES: as used in this Agreement shall mean
          accessories and additional. Jetson Software functionality and/or
          capabilities as the parties may mutually agree to develop during the
          term of this Agreement.

     f.   **************************** as used in this Agreement shall mean the
          process by which Life F/X can cause a Stand-In developed with the
          Jetson Software to be ***************************** when used with the
          Babble Software or another Life F/X player.

     g.   ***************** IMAGE: as used in this Agreement shall mean a
          Stand-In ***********************************************************
          ********************************************************************
          has limited head motion and accuracy.

     h.   ALPHA VERSION: as used in this Agreement shall mean a version
          comprising a prototype or proof of concept that includes major
          functions, but which is not fully operational.

     i.   BETA VERSION: as used in this Agreement shall mean a version that
          includes all agreed functionality, but perhaps requiring additional
          testing in a controlled customer environment, with subsequent
          modifications to the product, documentation or packaging prior to full
          release of the product.

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     j.   FACILITY: as used in this Agreement shall mean a production site which
          receives digital images from consumers or professional photographers
          and converts these images to Stand-ins using the Jetson Software.

     k.   WEB ENABLED MARKETS OR ACCOUNTS: as used in this Agreement shall mean
          the sale of Web Enabled Stand-Ins.

     l.   KODAK'S *********************** as used in this Agreement means that
          division of Kodak focused on the **************** market, as such
          division has been previously identified by Kodak in its annual reports
          to shareholders.

3.   KODAK OBLIGATIONS

     a.   WITH RESPECT TO GENESIS SOFTWARE: Upon the execution of this
          Agreement, Kodak will use commercially reasonable efforts to:

          (i)   distribute the Genesis Software on the ************************
                ***********************************************************
                ******* and, until the Babble Software is available, on
                subsequent versions of the Kodak ***********

          (ii)  distribute the Genesis Software on ********* and other Kodak
                ***********************************************************
                ************************************************** until the
                Babble Software is available; and

          (iii) include a "Powered by Life F/X" ingredient brand in proximity or
                conjunction with the Genesis Software on the Kodak ********
                ********* promotional material and content that includes or
                otherwise uses the Genesis Software.

     b.   WITH RESPECT TO BABBLE SOFTWARE: Upon release of the Babble Software
          Kodak will use commercially reasonable efforts to distribute the
          Babble Software on the next available release version of the Kodak
          ********** and, for so long as this Agreement is in effect on
          subsequent versions of the Kodak *********************** and on other
          current and future Kodak ***************** retail outlets, marketing
          partnerships and distribution channels. To the extent that Kodak
          distributes the Babble Software, it will include a "Powered by Life
          F/X" ingredient brand in proximity or conjunction with the Babble
          Software on the Kodak ******************** promotional material and
          content that includes or otherwise uses the Babble Software.

     c.   WITH RESPECT TO JETSON SOFTWARE:

          (i)   Within 30 days of its receipt of an Alpha Version of the Jetson
                Software, Kodak will provide Life F/X with comments regarding
                (1) ease of use, (2) success of use, and (3) general quality of
                the ***************** Stand-In.

          (ii)  Within 30 days of its receipt of a Beta Version of the Jetson
                Software, Kodak will provide Life F/X with any comments
                regarding (1) ease of use, (2) success of use, (3) general
                quality of the Stand-In, and (4) whether the Beta version is
                acceptable to Kodak for commercialization purposes. Kodak will
                inform Life

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               F/X promptly, in writing, once it has accepted the Jetson
               Software for commercialization purposes. In the event that the
               Beta version is not acceptable to Kodak, Kodak will give Life F/X
               written notice within such 30 day period specifying the problems
               Kodak has identified. Life F/X shall thereupon have 30 additional
               days, or such longer period as the parties may mutually agree
               upon, to cure such problems. If Life F/X cannot cure such
               problems within such period of time, and if in Kodak's opinion
               such problems are material to Kodak's ability to commercialize
               the Jetson Software then, at either party's option, they may
               terminate this Agreement by giving written notice to that effect.
               Once Kodak has accepted a Beta Version for commercialization (A)
               the three-year plus ninety (90) day period referenced in Section
               1 shall commence as of the date of Kodak's letter stating its
               acceptance of the Beta version for commercialization purposes;
               (B) Kodak will immediately commence the planning and design of
               the marketing effort contemplated by Section 3(c)(iv)(D) below,
               (C) Kodak shall commence building the Facility, (within 90 days
               after ***************, Kodak and Life F/X will mutually agree to
               the minimum number of Stand-Ins which the Facility will be
               capable of processing a day), and (D) within ninety (90) days of
               such acceptance Kodak shall commence "commercialization." The
               term "commercialization" means the sale of Stand-Ins to consumers
               as contemplated by this Agreement. Life F/X shall have the right
               of reasonable approval of Kodak's marketing plans and efforts.

     (iii)     Within 90 days from Kodak's acceptance of the Jetson Software for
               commercialization purposes, or in ************, whichever is
               later, Kodak shall commercialize products and services that use
               the Jetson Software. Such commercialization shall include
               commencing the marketing and promotional activities described
               below and commencing the processing of Stand-Ins for consumers.

      (iv)     During the first year of commercialization by Kodak of the Jetson
               Software, Kodak will:

               A.   operate a ********************, and on other appropriate
                    ************* managed by Kodak, (as reasonable determined by
                    Kodak), that will allow for the purchase of Stand-Ins,
                    created with the use of Jetson Software, by consumers.

               B.   Allocate and spend at least *******************************
                    for Stand-Ins through Kodak ********************
                    **********.

               C.   Assign the following Kodak employees or their replacements
                    to assist in the integration and marketing of the Jetson
                    Software with related Kodak products: For Integration
                    Issues: *********; For Marketing Issues: ****************.

               D.   Expend at least ***********************************
                    **************** to promote and advertise the products and
                    services that use the Jetson Software. These Marketing
                    efforts shall commence upon Kodak's launch of products which
                    use the Jetson Software unless otherwise mutually agreed.
                    Such "in-kind" marketing efforts shall include, where
                    reasonably


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                    applicable, marketing the Stand-ins and services, on all
                    current and future Kodak ********************************
                    ************************ marketing on the Kodak *********
                    marketing in Kodak's current and future retail outlets and
                    partnership arrangements (to the extent agreed to by
                    retailers and partners), and marketing to ****************
                    **********************************************************
                    **********************************************************
                    and other Kodak products. Subject to Section 5 hereof, the
                    level of marketing efforts referenced in this subparagraph D
                    shall also apply to the second and third years of the Term
                    of this Agreement.

     d.   Once Kodak has accepted the Jetson Software for commercialization, and
          has enabled the Facility, Kodak shall process any Stand-Ins generated
          by Life F/X for *********** Markets or Accounts which are not
          considered obscene, pornographic or otherwise similarly objectionable.
          In addition, Kodak shall have the right at all times to review the
          digital images submitted, to disclose the images as necessary to
          satisfy any laws, regulations or government requests, and to refuse to
          process, in Kodak's reasonable discretion, any images deemed
          objectionable for the reasons described above or in violation of this
          Agreement. Life F/X shall receive ******************************. As
          such, the prices charged to Life F/X for the processing of a Stand In
          shall be **********************************************************
          *******************************************************************
          *****************

     e.   During the Term of this Agreement, Kodak shall give all purchasers of
          Stand-Ins notice that such Stand-Ins can be ***********. Such notice
          shall be of a form and substance mutually agreed to by the Parties.

     f.   Kodak shall include a "Powered by Life F/X" ingredient brand in
          proximity to or conjunction with all Stand-Ins it sells.

     g.   Where appropriate, Kodak will work in good faith with Life F/X, to
          prepare any presentations to be made by Life F/X concerning the
          Software and resulting products to Kodak's partners and OEM
          relationships (and Kodak will assist Life F/X with introductions to
          such parties) as well as presentations to other third parties
          reasonable identified by Life F/X.

     h.   Kodak acknowledges and agrees that licenses granted in this Agreement
          may not be sublicensed or assigned except to the extent of the
          end-user licenses contemplated by Sections 4.a and 4.b., below.

4.   LIFE F/X OBLIGATIONS

     a.   WITH RESPECT TO GENESIS SOFTWARE: Life F/x grants Kodak a royalty free
          license to use, market, distribute and support (but not modify) the
          Genesis Software on the Kodak *************************************
          ************** in the form provided to Kodak by


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          Life F/X, which shall include the end user license provided to Kodak
          by Life F/X. Additionally, in ***********, Life F/X shall provided
          Kodak with a minimum of 5 "demo" versions of the Genesis Software to
          allow Kodak to: introduce the Genesis Software to certain Kodak
          customers, gain feedback regarding the viability of the Genesis
          Software, and to discuss market testing and launch plans with the
          **************************************** This license shall
          terminate upon the earlier of the termination of this Agreement or
          upon delivery of the Babble Software to Kodak, except that Kodak will
          have a right to continue to market, distribute, and support any
          products containing the Genesis Software and in existence on the date
          on which the Babble Software is delivered to Kodak, until the earlier
          of (i) when any and all such product is sold or distributed or (ii)
          180 days after such termination.

     b.   WITH RESPECT TO THE BABBLE SOFTWARE: Life F/X grants to Kodak a
          royalty free license to market, distribute and support (but not
          modify) the Babble Software, which shall be distributed to end users
          on the Kodak ************************************************, in
          the form provided by Life F/X to Kodak, which shall include the end
          user license provided to Kodak by Life F/X. Additionally, in
          ****************** Life F/X shall provide Kodak with a minimum of 5
          "demo" versions to allow Kodak to introduce the Babble Software to
          certain Kodak customers, gain feedback regarding the viability of the
          Babble Software, and to discuss market testing and launch plans within
          the ******************************** markets. This license shall
          terminate upon the termination of the Agreement, except that Kodak
          will have a right to continue to market, distribute, and support any
          products containing the Babble Software and in existence on the date
          on which this Agreement terminates, until the earlier of (i) when any
          and all such product is sold or distributed or (ii) 180 days after
          such termination.

     c.   WITH RESPECT TO JETSON SOFTWARE:

               (i) Life F/X will provide Kodak with and Alpha Version of the
               Jetson Software as soon as such version is available. Such Alpha
               Version will allow for the creation of Stand-Ins that, when used
               with the Babble Software or another Life F/X player, are ********
               enabled. Subject to meeting the conditions set forth in Section
               2.c of this Agreement, such Stand-Ins shall also be ********
               **************** enabled when used with the Babble Software or
               another Life F/X player. Life F/X will work in good faith with
               Kodak to evaluate and improve the Alpha Version until such time
               as Life F/X believes such version is a complete Beta Version. In
               order to allow Kodak to prepare to launch products generated by
               the use of the Jetson Software, Life F/X shall provide Kodak with
               an updated status report in ******** regarding the Jetson
               Software and confirming the date by which the Jetson Software
               will be made available to Kodak in Beta Version.

               (ii) In or before ********, Life F/X shall deliver the Beta
               Version of the Jetson Software to Kodak, which will have the
               functionality described above in Exhibit A. In the event that the
               Beta version is not acceptable to Kodak, Life F/X will have 30
               days from the date of written notice of non-acceptance by Kodak,
               or such longer


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               period as the Parties may mutually agree upon, to cure any
               problems identified by Kodak. If Life F/X fails to cure such
               problems within the specified time, and if in Kodak's opinion
               such problems are material to Kodak's ability to commercialize
               the Jetson Software then, at either party's option, they may
               terminate this Agreement by giving written notice to that effect.

               (iii) In or before **********, Life F/X shall deliver to Kodak
               a version of the Jetson Software acceptable to Kodak for
               commercialization by Kodak. This version of the Jetson Software
               shall be able to perform as detailed herein, and in Exhibit A,
               and shall produce photo-realistic Stand-Ins that are virtually
               indistinguishable from video quality, and which when used with
               the Babble Software or another Life F/X player will allow the
               consumer to easily transmit the Stand-In via an ********, or,
               subject again to Section 2.c hereof, will allow the consumer to
               use the Stand-In to participate in ******************************
               ****, and drive it from either their keyboard (text to speech) or
               voice input from a microphone on their computer. The user must be
               able to open the Stand-In and view it in an amount of time
               comparable to the time it takes to open a text email.

               (iv) Life F/X grants to Kodak a royalty bearing license to use
               the Jetson Software for the purpose of creating and marketing
               Stand-Ins. the royalty payments due under this license are
               described below in Section 6 of the Agreement. Such license shall
               terminate upon the termination of this Agreement, except that
               Kodak will have a right to continue to use the Jetson Software
               for a period of not more than one year to process any orders in
               hand or contemplated under any other existing contractual
               obligation pursuant to consumer offers as of the date of
               termination.

     d.   Life F/X will provide Kodak, at no cost to Kodak, to its best
          commercially reasonable ability, with technical training, information
          and support during normal business hours regarding the Genesis,
          Babble and Jetson Softwares to enable Kodak to perform to the
          satisfaction of its customers. In addition, Life F/X will provide
          Kodak, at no cost to Kodak, with reasonable technical assistance
          required to integrate the Jetson Software into a Kodak product or
          service as contemplated under this Agreement. Notwithstanding the
          foregoing, Kodak shall have no rights to the source code to any of the
          software nor shall it have any rights to the intellectual property
          (including all patent rights and trademark rights) of Life F/X except
          to the extent of the explicit license rights granted herein.

     e.   Life F/X will provide Kodak, at no additional cost, with any and all
          plug-ins which are necessary to enable the ************************
          created by the Genesis Software, Babble Software and/or Jetson
          Software to be transmitted, opened, assessed and used by a consumer
          ********, and subject to Section 2.c hereof, in an ****************
          ******** environment.

     f.   Life F/X will work in good faith with Kodak to address any Software
          production issues.


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     g.   Life F/X will work in good faith with Kodak, to the extent requested
          by Kodak, to prepare for any presentations to be made by Kodak to
          Kodak partners which involve the use of the Jetson Software.

5.   EXCLUSIVITY.

     a.   Kodak shall have an exclusive right to use the Jetson Software to
          create Stand-Ins in the ****************************************
          **********************************************************************
          Market) and to sell the Stand-Ins generated thereby for one year plus
          ninety (90) days from the date the Jetson Software is accepted by
          Kodak. Such rights shall continue during both the second and third
          year of the term of this Agreement unless at least ninety days prior
          to the end of any year of the Term, Kodak sends Life F/X notice that
          it will not commit to renew its marketing commitment (as set forth in
          Section 3(c)). If Kodak chooses no to renew its marketing support and
          exclusive rights to the Jetson Software: (1) Life F/X may pursue
          licensing opportunities with other companies and (2) 90 days after
          such failure to renew such exclusive rights, Life F/X may terminate
          this Agreement and Kodak's license rights hereunder, in accordance
          with the provisions of this Agreement.

     b.   During the term of this Agreement, Kodak's ************************
          shall not market or use any software other than the Jetson Software
          capable of transforming a digital image of a person's face (as
          provided by a ******************************** into a ************
          ******** image that can move, talk and express emotion. For a
          period of 3 months after termination of this Agreement, Kodak's
          ******************** shall not market or use any software capable of
          transforming a digital image of a person's face (as provided by a
          **********************************************************************
          image that can move, talk and express emotion.

6.   FEES. Commencing upon the commercialization of the Jetson Software, and
     throughout the entire term of this Agreement, Kodak shall pay to Life F/X a
     royalty fee equal to the greater of ************************ generated
     for each Stan-In sold by Kodak. The parties also agree that on or before
     the date of acceptance by Kodak of the Jetson Software the parties will
     negotiate in good faith a minimum royalty amount to be paid by Kodak during
     each year of the term of this Agreement commencing upon the
     commercialization of the Jetson Software by Kodak.

     Kodak and Life F/X shall mutually agree on a royalty payment for any
     Related Software Accessories at such time as they may be developed.

7.   INTELLECTUAL PROPERTY. The parties anticipate entering into various
     research and development arrangements (pursuant to separate agreements)
     that could generate inventions. Pursuant to the terms and conditions of any
     such separate agreements, Life F/X will license to Kodak a Software
     Development Kit or API which will allow for Kodak to use the Software in
     vertical applications developed or otherwise owned by Kodak. The parties
     agree to address the appropriate ownership of such inventions in the
     context of entering into any such SDK, API, or research and development
     agreements.


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8.   WARRANTY. (a) Each Party represents and warrants to the other that (i) this
     Agreement has been executed and delivered by its duly authorized
     representative and constitutes a valid and legally binding obligation of
     it, enforceable against it in accordance with its terms and (ii) the
     execution and performance of this Agreement does not require any consent,
     approval or notice under, and will not conflict with or result in a breach
     of ruling of any governmental authority or any other material restriction
     of any kind or character to which it is subject.

     EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY
     WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT
     LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
     PURPOSE.

     (b)  BY LIFE F/X (i) Life F/X represents and warrants that it has the
          unimpaired right to license Kodak to distribute, promote, and use the
          Genesis Software and Babble Software and to use the Jetson Software as
          contemplated under this Agreement.

          (ii) Life F/X warrants that, to the best of its knowledge, neither the
          Genesis Software, Babble Software, Jetson Software, or any Related
          Software Accessories created by Life F/X (collectively referenced as
          the "Life F/X Products") developed and supplied to Kodak under this
          Agreement, will infringe any intellectual property rights of another.
          If either party discovers the existence of any such infringement, Life
          F/X shall attempt to procure a license from the person or entity
          claiming or likely to claim infringement, or to modify the Life F/X
          Product to avoid the infringement. Any costs of obtaining any such
          license or making any such modification shall be borne by Life F/X.

9.   USE OF TRADEMARKS.

     a.   BY LIFE F/X. Subject to the terms of this Agreement, Life F/X grants
          to Kodak a non-exclusive right and license to use the Life F/X
          trademark or ingredient mark as depicted on Exhibit B hereto in
          connection solely with its rights and obligations hereunder. Such
          marks shall be of a size and location reasonably agreed upon by Life
          F/X and Kodak. Kodak may not transfer or assign this license or any
          other right to use the Life F/X trademarks, ingredient marks or
          Software to any other party.

     b.   BY KODAK. Life F/X may not use or display any Kodak tradenames,
          trademarks or service marks ("Marks"), nor permit them to be displayed
          or used by third parties, without the prior written approval of Kodak.
          Kodak to provide Life F/X with language regarding permitted use of
          trademarks within 30 days of the execution of this Agreement.

     c.   Nothing in this Agreement creates in either Party any rights in the
          Marks of the other, and to the extent any right to use a Mark is
          granted under this Agreement, upon termination of the Agreement each
          party must discontinue use of the others Marks in any future products.


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10.  RIGHT OF FIRST REFUSAL.

     During any period when Kodak is maintaining its exclusive rights hereunder
     pursuant to Section 5, Kodak shall have a right of first refusal to sell,
     market distribute, integrate, or otherwise use any future Life F/X products
     aimed at ****************************************************************
     *********************************************. In the event that Life F/X
     develops any product aimed at such a market, or elects to promote,
     advertise or solicit, a product aimed at such market (an "Opportunity"),
     Life F/X shall inform Kodak in writing of such Opportunity (the
     "Opportunity Notice"). The Opportunity Notice shall describe the product
     with sufficient particularity (including any pricing or other similar
     requirements) to permit Kodak to reasonably evaluate the product. Life F/X
     shall deliver the Opportunity Notice to the person(s) designated by Kodak
     in writing for this purpose, or in the absence of any such designation to
     the Marketing contact identified above. Kodak shall have thirty (30) days
     from receipt of the Opportunity Notice to inform Life F/X as to whether or
     not it is interested in selling, marketing or otherwise using the
     Opportunity. If Kodak declines the Opportunity, the Life F/X may pursue the
     Opportunity with any other party. If Kodak accepts the Opportunity, the
     Life F/X and Kodak shall negotiate in good faith for sixty (60) days to
     determine the business terms of the arrangement for the Opportunity. If
     during such period the parties are unable to mutually agree on terms then
     Kodak's right of first refusal as to that Opportunity shall lapse and be of
     no further force and effect.

11.  TERMINATION.

     (a) This Agreement may be terminated by either party, or at its option, the
         party may suspend its performance of its obligations under the
         Agreement, if the other party has committed a material breach of the
         Agreement, and the material breach has not been cured within 30 days
         after written notice of the breach has been received by the breaching
         party.

     (b) This Agreement may be terminated by either party if Life F/X fails to
         provide Kodak, by **************** with a version of the Jetson
         Software which is suitable for commercialization by Kodak.

     (c) This Agreement may be terminated by Life F/X if Kodak fails to maintain
         its exclusivity rights pursuant to Section 5, except that the licenses
         granted to Kodak pursuant to Section 4, shall continue as provided
         therein to the extent necessary to run down inventory or process orders
         in hand, or as otherwise provided in Section 5.a.

12.  EFFECT OF TERMINATION OR EXPIRATION. Upon termination or expiration of this
     Agreement:

     (a) Kodak may continue to promote, market, sell or otherwise distribute any
         Kodak ******** or other products existing at the time of termination
         which contain either the Genesis or Babble Software to the extent
         contemplated by Section 4 of this Agreement.


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     (b)  Kodak may continue to promote, market, sell or otherwise distribute
          any Kodak products or services containing or using the Life F/X
          Products and existing at the time of termination to the extent
          contemplated by Section 4 of this Agreement.

     (c)  Kodak must immediately stop manufacturing any additional products
          which contain or otherwise use the Life F/X products except Kodak
          shall continue to process Stand-Ins for orders in hand.

     (d)  Upon any termination or expiration of this Agreement, Kodak may offer
          to Life F/X the right to purchase from Kodak the Facility at a price
          equal to the Facility's then depreciated book value. For this purpose
          the Facility shall mean only the hardware, software and related
          personal property and equipment and not the real estate in which such
          Facility is located. In the event that Kodak offers and Life F/X
          exercises this purchase right, Life F/X shall move the Facility to its
          own location. In the event that Life F/X is not offered the
          opportunity to purchase the Facility as described above, then in such
          event, upon the termination of this Agreement Kodak shall continue to
          operate the Facility to the extent requested by Life F/X for a period
          of up to 90 days.

     (e)  Termination of this Agreement shall have no impact on any SDK or API
          Agreement entered into by the Parties, which shall be governed by
          terms thereof.

13.  PRESS RELEASES OR OTHER ANNOUNCEMENTS Any press releases regarding this
     Agreement issued by either party must first receive the prior written
     approval of the other party, such approval not to be unreasonably withheld,
     conditioned or delayed. Neither party shall make any announcement or other
     statement regarding this Agreement, or any relationship arising herefrom,
     for a period of forty five (45) days from the date of execution.
     Notwithstanding the foregoing, Life F/X may (a) make private disclosures
     regarding this Agreement to prospective investors that have executed an
     appropriate nondisclosure agreement, (b) in the event that Life F/X counsel
     deems it necessary to make a public announcement regarding this Agreement
     then Life F/X may do so after prior notice to Kodak and (c) after receiving
     the prior written approval of Kodak, issue a press release (similarly,
     after receiving the prior written approval of Life F/X, Kodak may issue a
     press release).

14.  INDEMNIFICATION.

     (a)  General Indemnification. Each Party agrees to defend, indemnify and
          hold the other Party harmless against all claims, demands, losses, and
          causes of action for personal injury or property damage arising from
          or based on the intentional acts, negligence, or willful misconduct of
          indemnitor's employees, agents, or contractors who undertake
          activities in connection with this Agreement, to the extent such
          personal injury or property damage is caused by such acts, negligence
          or willful misconduct. Indemnitor will pay any costs and damages,
          including reasonable attorneys fees, that a court finally awards
          against the indemnitee as a result of such claim or that are paid in
          settlement thereof, provided the indemnitee gives indemnitor prompt
          written notice of such claim and tenders to indemnitor the defense and
          all related settlement negotiations Notwithstanding the above, the
          indemnitee shall have the right, but not the obligation, at its sole
          discretion, to participate in any such defense at its own expense.


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     (b)  Life F/X will indemnify, defend and hold Kodak harmless against any
          claim that the Genesis Software, Babble Software, Jetson Software or
          any Related Software Accessory provided by Life F/X to Kodak,
          excluding any modifications made by Life F/X at Kodak's request,
          infringes any intellectual property rights of any third party, or
          causes damage to any property, personal injury or death. Life F/X will
          pay any costs and damages, including reasonable attorneys fees, that a
          court finally awards against Kodak as a result of such claim or that
          are paid in settlement thereof, provided Kodak gives Life F/X prompt
          written notice of such claim and tenders to Life F/X the defense and
          all related settlement negotiations. Notwithstanding the above, Kodak
          shall have the right, but not the obligation, at its sole discretion,
          to participate in any such defense at its own expense.

15.  LIMITATION OF LIABILITY. In no event will either Party will be liable to
     the other Party for lost profits, or consequential, incidental, or punitive
     damages even if advised in advance of the possibility of such damages.

16.  NOTICE. All notices required or desired to be given must be given must be
     in writing and if not personally delivered, by sent by facsimile (with a
     copy by regular U.S. mail) or by registered or certified mail or by
     overnight delivery service. If sent by facsimile or personally delivered or
     by overnight delivery service, notices will be deemed to have been given on
     the day when delivered to the other party at the address shown on the first
     page of this Agreement. If mailed by registered or certified mail, notices
     will be deemed to have been given when received or when delivery is
     refused. Either party may from time to time change the address to which
     notices to it are to be sent by giving notice of such change to the other
     party in writing.

17.  ONGOING EFFORTS. Kodak and Life F/X will work in good faith to continue to
     explore promotions, marketing opportunities and digital imaging
     opportunities which use the unique strengths of each party. Kodak
     acknowledges and agrees that it shall never attempt to decompile,
     disassemble or reverse engineer any of the Software.

18.  WAIVE. Failure by either party to enforce any term or condition of this
     Agreement will not be deemed a waiver of future enforcement of that or any
     other term or condition.

19.  ASSIGNMENT. Neither party may assign its rights or obligations under this
     Agreement without the prior written consent of the other, which consent
     shall not be unreasonable withheld.

20.  INDEPENDENT CONTRACTOR. Kodak and Life F/X are independent contractors, and
     neither party may act as agent or otherwise bind the other party to any
     obligations.

21.  EXPORT CONTROL. Each party agrees to comply with all applicable
     governmental laws and regulations relating to export of technical data and
     products covered by this Agreement.

22.  FORCE MAJEURE. Except for payments of outstanding balances when due,
     neither party will be liable for any damages or penalties for delay in
     performance when such delay is due tot he elements, acts of God, acts of
     civil or military authority, fire or floods, epidemics, quarantine


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     restrictions, war or riots or other circumstances outside the reasonable
     control of the affected party.

23.  GOVERNING LAW. This Agreement will be governed by and construed according
     to the substantive laws of the State of New York without regard to its
     conflict of laws principles. The parties submit to the nonexclusive
     personal jurisdiction of, and waive any objection against, the United
     States District Court for the Western District of New York and the United
     States District Court for Massachusetts.

24.  CONFIDENTIAL INFORMATION. During the term of this Agreement, certain
     information that is considered proprietary or confidential may be disclosed
     by or exchanged between the parties. The term "Confidential Information"
     means all information disclosed by one Party to the other in accordance
     with the following procedure: When disclosed in writing. Confidential
     Information must be labeled as being confidential and when disclosed
     orally, Confidential Information must be identified as Confidential at the
     time of disclosure, with subsequent confirmation to the other party in
     writing within 30 days after disclosure, identifying the date and type of
     information disclosed. During the Term and for a period of five years
     thereafter, each party will hold in confidence the other party's
     Confidential Information and must not, without the prior written consent of
     the other party, use such other party's Confidential Information other than
     to further the purposes of this Agreement or disclose the Confidential
     Information oh the other party to any person except its own employees or
     employees of its affiliates having a need to know and who shall likewise
     agree to be bound by the foregoing. Confidential Information shall not
     include any information that (i) is generally available to the public
     before its disclosure under this Agreement, (ii) becomes generally
     available to the public without default by either party under this
     Agreement, (iii) is lawfully in the possession of one party in written or
     other recorded from before the time of disclosure by the other party, (iv)
     is lawfully acquired by one party from a source that is not under
     obligation to the other party regarding disclosure of such information, (v)
     is disclosed by one party with permission of the other party to any third
     party on a non-confidential basis or (vi) is disclosed under operation of
     law (provided, the parties shall endeavor to give prior notice of such an
     event in order to allow a party to seek a protective order or the like.

     The parties agree that the terms of this Agreement are "Confidential
     Information" as defined above subject, however, to the proviso that Life
     F/X shall be permitted to disclose such terms as its counsel deems
     necessary to comply with applicable securities laws in connection with its
     filings with the Securities and Exchange Commission. Life F/X shall provide
     Kodak with notice of its intent to disclose such information as much in
     advance of such disclosure as is commercially reasonably possible.

25.  SEVERABILITY. If any term of this Agreement is held invalid or
     unenforceable for any reason, the remainder of the provisions will
     continue in effect as if this Agreement had been executed with the invalid
     portion eliminated.

26.  ENTIRE AGREEMENT. This Agreement, including and Supplements and Attachments
     is the entire agreement of the parties and supersedes all prior agreements
     and understandings, whether


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     written or oral, with respect to the subject matter of this Agreement. This
     Agreement can be modified only by a written amendment executed by
     authorized representatives of Life F/X and Kodak.

27.  COUNTER PARTS. Facsimile signatures constitute original signatures for
     purposes of the execution of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day year stated above.


EASTMAN KODAK COMPANY                           LIFE F/X, Inc.

By: /s/ Kent D. McNeely                         By: /s/ Salhany & Rosenblatt
   --------------------------------                -----------------------------

Name: Kent D. McNeely                           Name: Salhany & Rosenblatt
     ------------------------------                  ---------------------------

Title: Chief Marketing Officer                  Title: Co-Presidents
      -----------------------------                   --------------------------
       Consumer Imaging


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                                    EXHIBIT A

1.   INTRODUCTION

     The Jetson Software will be able to process digital images of a human face
that meet the criteria defined below. The Jetson Software will transform the
digital image to a ******** Stand-In using some human intervention,
****************. This Exhibit A details the processing steps and performance of
the Jetson Software and specifies items that Life F/X and Kodak will deliver
under this Agreement.

2.   PROCESSING STEPS

     The Jetson Software has five major processing steps:
     a)   The face is pre-screened by a human operator and either rejected
          because it does not meet minimum requirements or accepted for further
          processing.
     b)   Location of the face and face features, and typing the face based on
          age, sex, and skin color.
     c)   Fine feature detection, analysis and mapping of ****************
          ******** models.
     d)   Generation of ******** face image Stand-In from the mapped data.
     e)   Final quality control verification.

3.   LIFE F/X DELIVERABLES

     a)   Life F/X will deliver software for each of these five processing
          steps.
     b)   Life F/X will deliver software that links each processing step as well
          as accepting JPEG images and/or images of other formats if specified
          by Kodak, and saving a completed ******** Stand-In to disk.
     c)   Life F/X will deliver documentation of the major exported functions in
          the Jetson Software and an overview of the process flow.
     d)   Life F/X will deliver an overview design document that shows how Kodak
          will build a working, production system using the Jetson Software.
          This document will be based on a prototype system developed by Life
          F/X and used for testing and evaluating the Jetson Software.
     e)   LifeFX will work with Kodak to define access methods to integrate
          the Life F/X process with the Kodak photo-finishing and image
          processing process.

                Exhibit A - Confidential to Life FX and Kodak                  1


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     f)   Life F/X will deliver executable (compiled, linked) code for the
          Jetson Software's computer vision and graphics algorithms. When
          essential for proper integration of the Jetson Software with the Kodak
          process, LifeFX may provide Application Programming Interfaces for
          some selected modules.

4.   KODAK DELIVERABLES

     a)   As Kodak has developed expertise and know-how in digital imaging and
          that its expertise can potentially accelerate the development of the
          Jetson Software, it is expected that Kodak will provide technical
          assistance to Life F/X where possible, including consultation with
          digital imaging and system development experts at Kodak.
     b)   Kodak will work with LifeFX to integrate appropriate hooks with the
          Kodak Digital Imaging, Retouching and Finishing process, and define a
          common set of input and output methods for the integration of the
          Jetson Software within the Kodak network of photo-finishing processes.
     c)   Kodak will purchase, equip and maintain all items and personnel for
          the production systems (the "Facility").
     d)   Kodak will provide Life F/X with a large sample of input face images
          and Jetson results to be used by Life F/X to improve or adjust the
          Jetson Software. These images and data will be kept confidential and
          used only for research.
     e)   Kodak will provide Life F/X with enough information about the
          Facility, its operation and its network infrastructure to allow
          LifeFX to best design, modularize and optimize the Jetson Software.

5.   GENERAL IMAGE REQUIREMENTS

     These items are necessary for the Jetson Software to create a ********
Stand-In.

     a)   The input image must be a high-quality, color digital image. The input
          formats will include at a minimum JPEG. Kodak will cooperate with
          LifeFX on the selection and integration of other digital image
          formats. In particular Kodak will provide LifeFX with the appropriate
          software if image formats proprietary to Kodak must be integrated in
          the Jetson Software.
     b)   The Jetson Software will convert only one face to a ****************
          Stand-In per digital image. There should also be only one human face
          in an image, but the Jetson Software will also handle images including
          smaller faces (such as photographs on a wall) in the image background.
          If there is more than one face in the image, than Jetson needs to be
          informed of which face is to be converted.
     c)   The entire face, head, and neck must be in the image.
     d)   The face must be looking straight into the camera with no more than **
          ******** of roll, pitch or yaw of the face, with respect to the focal
          plane and principle axis of the camera.

                Exhibit A - Confidential to Life FX and Kodak                  2

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     e)   For best results the camera must be essentially level with the eyes
          and the image focal plane must be essentially parallel to the face
          plane.
     f)   For best results the face must have an expression close to a neutral
          expression and the eyes must be open and looking almost directly at
          the camera.
     g)   For best results the face must be evenly illuminated, so Jetson can
          find the face features, and have no reflections from the eyeglasses
          that affect the view of the eyes.
     h)   For best results there must be at least **************** steps of
          contrast within the face.
     i)   For best results the face must be in sharp focus.
     j)   The size of the face image, from chin to natural hairline, must be ***
          **************** as otherwise the model or the animation may not meet
          required quality standards.
     k)   The face features must be visible. As examples, hats, dark glasses,
          hair, cellular telephones, hands, large beards or cigarettes must not
          obscure the face. There should be nothing under the chin that would
          restrict apparent motions of the jaw.
     l)   In the first version(s) of the Jetson Software it may be required that
          the eyeglasses be removed, as they can confuse the Software.

6.   SYSTEM CONFIGURATION

     The details of the production system (the "Facility") remain to be fully
delineated in collaboration between Kodak and Life F/X. Each computer would be
at a minimum a Pentium IV, 1.5 GHz class machine with at least 256 MB memory and
adequate disk storage. However LifeFX will use the fastest Pentium class
machine, or successor to the Pentium, available at the time of delivery of the
Jetson Software, with the architecture specified including graphics card,
memory, data storage specified by LifeFX and with possibly a graphics
co-processor and/or multi-processors. The Jetson will be developed in a modular
manner and consisting of sub-processes (or steps) that can be configured to run
on individual computers configured as workstations and servers and
interconnected to optimally maximize the production and best integrate with
Kodak's infrastructure.






                Exhibit A - Confidential to Life FX and Kodak                  3