Supply Agreement



      SUPPLY AGREEMENT, dated as of September 27 , 2005, between FUJI PHOTO FILM

U.S.A., INC., a New York corporation ("Fuji"), and E-TOP-PICS, Inc., a

Massachusetts corporation ("Customer").



                              W I T N E S S E T H:

                               - - - - - - - - - -



            WHEREAS, Customer desires to purchase quantities of Instax wide

format pack film and Instax Model 200 cameras (collectively, the "Products")

from Fuji and Fuji is willing to sell such quantities of the Products to

Customer on the terms and subject to the conditions set forth in this Agreement.



      NOW, THEREFORE, in consideration of the premises and the mutual promises

herein contained, the parties hereby agree as follows:



      1. Definitions. When used in this Agreement, the following terms will have

the respective meanings set forth in this Article 1. Definitions used herein are

used without regard to gender, and definitions in the singular shall apply

equally when used in the plural.



            (a) "Annual Period" means a period of time, the first of which

begins on the date of this Agreement and ends on September 30, 2006; the second

and each successive Annual Period shall be each successive twelve-month period

ending on an anniversary of the end of the first Annual Period.



            (b) "Confidential Information" means all information and data of the

disclosing party designated as confidential concerning products or the business

of the disclosing party or its affiliated companies, disclosed to the receiving

party orally or in writing. If either party hereunder discloses information to

the other party orally, then within two (2) weeks after such disclosure the

disclosing party will confirm in writing to the receiving party the confidential

nature of the information so disclosed. "Confidential Information" shall not

include any information which the receiving party can establish:





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                  (i) is now generally known or available to the public or which

hereafter through no act or failure on the part of the receiving party becomes

generally known or available to the public;



                  (ii) is legally known to the receiving party at the time of

receiving such information;



                  (iii) is furnished to others by the disclosing party without a

restriction on disclosure;



                  (iv) is hereafter furnished to the receiving party in writing

by a third party without restriction on disclosure, where such third party

legally obtained such information and the right to disclose it to the receiving

party; or



                  (v) is independently developed by the receiving party without

violation of any legal rights which the disclosing party may have in such

information. A party shall be permitted to disclose Confidential Information in

the event such party is required to do so pursuant to a valid judicial or

administrative order requiring disclosure; provided, however, that such party

shall notify the other party hereto in writing promptly after receiving the

judicial or administrative order and such party shall cooperate and consult with

the other party to take steps to avoid disclosure.



            (c) "Fuji Japan" means Fuji Photo Film Co., Ltd. and its direct or

indirect subsidiaries to which the manufacture of the Products will be delegated

hereunder.





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            (d) "Minimum Order Requirement" means the minimum number of Products

that Customer may order at any one time. The minimum number of packs of Instax

Wide Format Pack Film that can be ordered at any one time is Sixty Thousand

(60,000) packs with additional quantities in incremental amounts of Six Thousand

(6,000) pack lots. The minimum number of Instax Model 200 Cameras that can be

ordered at any one time is Six Thousand (6,000).



            (e) "Minimum Purchase Requirement" means that obligation of Customer

to purchase from Fuji in each Annual Period certain minimum quantities of

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