AMENDMENT NO. 2
                                       TO
                   1992 PERFORMANCE AND EQUITY INCENTIVE PLAN
                                       OF
                                MOTO PHOTO, INC.
                      (AS ADOPTED EFFECTIVE APRIL 3, 1998)


A.On April 20, 1992, the Board of Directors of Moto Photo, Inc., a Delaware
  corporation (the ``Corporation''), adopted and on July 15, 1992, the
  shareholders approved, the Corporation's 1992 Performance and Equity
  Incentive Plan (the ``Plan'').  The Board of Directors has the authority
  pursuant to Section 17 of the Plan to amend the Plan from time to time and
  deems it desirable and in the best interests of the Corporation to amend the
  Plan to increase the number of shares of Common Stock authorized for issuance
  for all purposes under the Plan and to add non-employee directors as eligible
  participants under the Plan.

B.The amendment of the Plan set forth herein shall be conditioned upon, and is
  subject in all respects to, the approval of the shareholders of the
  Corporation as required under Section 17 of the Plan.  If such approval is
  not obtained, this amendment shall be of no further force or effect.

     NOW THEREFORE, BE IT RESOLVED, that the Plan be amended as follows:

     1.The first paragraph of Section 4(b) of the Plan is hereby amended to
       read in its entirety as follows:

       ``The maximum number of shares of Common Stock in respect of which
       Awards may be granted under the Plan, subject to adjustment as provided
       in Section 15 of the Plan, is 2,000,000 shares.

     2.Section 5 of the Plan is hereby amended to add an additional paragraph
       thereunder to read in its entirety as follows:

       ``Non-employee directors of the Corporation shall also be eligible for
       Awards under the Plan and any reference in the Plan to a requirement
       based on the employment of a Participant shall be deemed to refer to
       continued service as a director by a director who becomes a