NATIONAL PHOTO LABS II, INC.

NATIONAL PHOTO LABS II, INC.

0000 XXXX XXXXXX XXXXX

DAYTON, OH 45426

000-000-0000 - OFFICE

000-000-0000 - FAX

December 14, 1998

Xx. Xxxxx Xxxxxxx

President

Moto Photo, Inc.

0000 Xxxx Xxxxxx Xxxxx

Dayton, Ohio 45426

Dear Xxxxx:

The purpose of this letter is to document the agreement that Moto Photo, Inc. and National Photo Labs II, Inc. mutually wish to extend the expiration date of the amended management agreement between the two companies dated October 1, 1986.

It is agreed that the subject agreement between the two companies be extended until December 31, 2003 under the same terms and conditions as contained in said agreement.

Please acknowledge your acceptance of this change by signing below.

Best regards,

/s/ D. A. Xxxxx

Xxxxx X. Xxxxx

President

DM/ps

Agreed and Accepted:

Moto Photo, Inc.

/s/ Xxxxx X. Xxxxxxx 12/15/98

Xxxxx Xxxxxxx, President Date