SOFTWARE DEVELOPMENT AGREEMENT

  This agreement is made as of November 25, 1996, by and between NCR 
  Corporation, a Maryland corporation, with its principal place of business 
  at 1700 South Patterson Boulevard, Dayton, Ohio 45479, ("NCR"), and 
  Canmax Retail Systems Inc.,  a  Texas  corporation, with  offices  at  
  150  W.  John Carpenter Freeway, Irving Texas 75039 ("Canmax").
  
  Whereas, NCR is in the business of marketing computers,  computer 
  software and related equipment and services;

  Whereas, NCR desires Canmax to develop a software  system (the "Software") 
  in accordance  with  the  Specifications   attached  hereto  as   Schedule 
  A  (the "Specifications"); and
  
  Whereas, Canmax is willing  to develop the  Software for NCR in accordance 
  with the terms and conditions hereof;

  Now, therefore, in consideration of the foregoing and the mutual covenants,
  terms and conditions hereinafter expressed, the parties hereby agree 
  as follows:  
  
  1.0  SCOPE OF WORK
  Subject to the terms and conditions of this Agreement, Canmax agrees to 
  develop for NCR, (a) the Software in accordance  with the Specifications 
  and (b) certain user guides  and  documentation  (hereinafter collectively  
  referred  to  as the "Documentation") for  the Software in accordance with  
  the  specifications set forth in Schedule B hereto (the "Documentation 
  Specifications").

  2.0  DEVELOPMENT AND DELIVERY 
  2.1  The Software and Documentation  shall be developed and  delivered to 
  NCR in accordance with Schedule E (the "Master Milestone Schedule"). The 
  Software will be delivered in the form specified in Schedule A Section 2.0  
  (the "Software Deliverables") and the Documentation will be  delivered in 
  the form specified in Schedule B section 2.0 (the "Documentation 
  Deliverables").

  2.2  The term of this Agreement commences  effective as of May  1, 1996 
  and ends April 30,  1997 unless  extended  by the  mutual  agreement of 
  both  parties or otherwise terminated  in  accordance  with Sections  16  
  or  17  hereof.  If the development effort  extends  beyond  the Term  of  
  this  Agreement,  Canmax will continue to  perform  at no  additional  
  charge unless  the  extension  has been required due to a change in the 
  requirements and approved via the Change Control Process as set forth in 
  section 7 below.

  2.3  NCR reserves the right to conduct periodic reviews of the Software 
  during development.  Such reviews will be conducted at times mutually 
  acceptable to NCR and Canmax.  NCR agrees  it will use reasonable  efforts 
  to minimize disturbance to Canmax's business in such reviews.
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  3.0  PAYMENT
  3.1  In consideration of Canmax's development of the Software and 
  Documentation, NCR agrees to  pay Canmax  a fee equal  to $9,514,800  
  (the "Development Fee") subject  to  Canmax's  performance  in  accordance   
  with  this  Agreement.  The development fee will be paid in accordance with 
  the  payment schedule set forth in Schedule C attached hereto.

  3.2  All computer time and  materials necessary for development  of the 
  Software and Documentation shall be arranged for by Canmax at its own 
  expense.

  3.3  Normal  travel  and  other  travel-related   expenses  incurred  by  
  Canmax personnel during the  term of this  Agreement shall be  borne by  
  Canmax and not charged to NCR unless otherwise approved through the Change 
  Control Process as set forth  in section  7 below.  Normal travel charges  
  to be  borne  by Canmax include expenses associated with travel  within a 
  100 mile  radius of the Canmax offices.  All travel and travel-related  
  expenses of Canmax personnel associated with travel outside such 100 mile 
  radius must  be approved in advance in writing by NCR in order for Canmax 
  to be reimbursed by NCR.

  3.4  The amount to  be paid  by NCR to  Canmax for  the development  and 
  related services may  be changed  based upon  the provision  of additional  
  resources by either NCR to Canmax or Canmax  to NCR.  The rate  for such 
  additional resources shall be mutually  agreed upon by  NCR and Canmax  
  prior to the resource being added to the project.

  3.5  Canmax shall invoice NCR upon acceptance of the Deliverables in 
  accordance with Section 4.
  
  3.6  NCR shall  pay  Canmax  against  each  invoice  within  fifteen  (15)  
  days following receipt.


  4.0  SOFTWARE ACCEPTANCE
  4.1  Delivery of a  Software Deliverable  will occur  when Canmax  delivers 
  such Software Deliverable to NCR for acceptance  and any required acceptance 
  testing.  Any such acceptance testing shall be conducted in accordance with 
  the procedures and criteria set forth in Schedule D hereof and in this 
  Section 4.

  4.2  If acceptance testing is not required of a Software Deliverable by 
  Schedule D hereof, such Software will  be deemed accepted upon  execution 
  of the approved acceptance forms by  SLC, Canmax  and NCR project  managers 
  or  their designees. Such execution shall take place  no later than fifteen  
  (15) business days after delivery by Canmax.   In the  event (a) such  
  execution of  the acceptance forms does not take place within fifteen (15) 
  business days from the date of delivery, or (b) a reasonably  detailed 
  statement (the "Statement of Errors") in a  form similar to that shown on  
  Schedule G attached hereto,  identifying the manner in which  NCR  believes   
  the  Software  Deliverable   fails  to   conform  to  the Specification, 
  is not presented to Canmax  during the timeframe specified above, the 
  Software Deliverable shall be considered accepted.
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  4.3  If acceptance testing of  a Software Deliverable is  required by 
  Schedule D hereof, NCR  will  examine  and  test  the  Software  
  Deliverable  promptly upon delivery to determine  whether such  Deliverable 
  conforms to  the Specifications for such Deliverable.  Such Software 
  Deliverable will be deemed accepted by NCR 15 days after  delivery, unless  
  NCR provides Canmax  during such  15-day period with a reasonably  detailed 
  statement  (the "Statement of Errors") in a form similar to that shown on  
  Schedule G attached hereto, identifying the manner in which  NCR  believes   
  the Software  Deliverable fails to conform to the Specification.

  4.4  Canmax will correct the errors in a Software Deliverable set forth in 
  a Statement of Errors and  will redeliver such Software Deliverable to NCR 
  within 30 days after receipt of such Statement of Errors.  NCR will be 
  deemed to have accepted such Software Deliverable unless, within 15 days 
  after such redelivery, NCR provides Canmax with another Statement of Errors.
  This procedure shall be repeated as to each testable Software Deliverable 
  until such Deliverable is accepted by NCR.  Notwithstanding the  foregoing, 
  if NCR should determine, prior to acceptance, that a particular Software  
  Deliverable fails to conform to the Specifications for such Deliverable 
  after the second redelivery of such Deliverable pursuant to  this Section  
  4.4, NCR may  access the  Software source code  as  addressed  in  Section  
  10 of this Agreement.    If Canmax  cannot successfully  provide  the   
  Software  Deliverable in conformance with the Specifications,  or  re-perform
  the  Services   and  redeliver   the  Software Deliverable in  conformance 
  with  the Specifications  within one  hundred eighty (180) calendar  days  
  after  notice from  NCR  of  the  non-conformance  or non-delivery, NCR, 
  (i) may terminate this Agreement, and (ii) will have no liability to pay 
  Canmax  for any  Canmax Materials or  services related  to an uncompleted
  Software Deliverable.


  5.0  ACCEPTANCE OF DOCUMENTATION  
  The Documentation Deliverables will  consist of a User  Guide, a Trouble-
  shooting Guide and a Help  Desk Training Guide, as described on Schedule  
  B attached hereto.  Delivery of a Documentation Deliverable will occur 
  when Canmax delivers such Documentation Deliverable to  NCR.  Such 
  Documentation Deliverable will be deemed accepted  by NCR  upon delivery  
  by Canmax, unless such Deliverable is materially deficient,  in  form and  
  content,  when compared to the comparable Documentation Deliverable  
  delivered by Canmax to The Southland Corporation ("SLC") during the Pre-POS,  
  1A1 and 1A2 Phases of the SLC  Retail Information System Project.


  6.0  NCR RESPONSIBILITIES  
  6.1  Provide  a  Project  Leader  that  will  be  responsible  for  the  
  overall management of the project. The Project Leader will be responsible 
  for managing the Team Leaders, Sub-system Team Leaders and Technical Team  
  Leaders from NCR and Canmax. This individual will be responsible for 
  managing the day to day task level activities to ensure project deliverables  
  are completed and the teams are conforming to  the  Master  Milestone Chart,  
  the  Sub-Milestone Chart and the Detailed Work  Plan. The  NCR  Project
  Leader will be supported  by  a Project Management Organization that will
  manage project  scheduling, detail work plans, resource plans, project
  reporting, change management and the project billing and financial items.

  Project Management responsibilities are broken into the following areas:

  6.1A  Planning  

    Responsible for the creation of the Master Milestone Chart, Sub-Milestone 
    Chart and Detailed Work Plan, in coordination with Canmax Technical Leads. 
    NCR and Canmax Sub-system Team / Technical  Leads  will be  responsible 
    for the development of tasks and the supporting timelines for the Detail  
    Work Plans. These plans will then be provided to the Project Leader who will
    create the final integrated Work Plans.

    Responsible for the on-going modifications of the Master Milestone Chart, 
    Sub-Milestone Chart and the Detailed Work Plan, in coordination with 
    Canmax Technical Leads. Modifications will be provided by the NCR and  
    Canmax Sub-system Team / Technical Leads.  
<PAGE>    
    Understand the project scope in order to assist in the definition of the 
    system image and project plans meet the project phase definition.

  6.1B Organize

    Recommend the appropriate organization formation to complete the project 
    as defined by SLC's Long Range Systemization Plan.

  6.1C Resource Management  

    Manage the resource schedules according to the Detail Work Plans and 
    ensure that resources and infrastructure are in  place to  achieve the  
    timeline set forth in the Master Milestone Chart, Sub-Milestone Chart 
    and the Detailed Work Plan. Identify resource shortfalls or deficiencies 
    formally in writing to NCR, Canmax or SLC.

    Ensure that appropriate skill levels are  assigned to the project in a 
    timely manner.

  6.1D Direction

    Provide direction to the Canmax Technical Leaders to determine the best 
    way to execute the Detailed Work Plan.

    Provide direction to the Canmax Technical Leaders to  determine recovery 
    plans necessary to keep the project on schedule.

    Manage the personnel and the  work of the project in a way that fulfills 
    the scope of the project, within given time frame.

  6.1E Control

    Ensure that changes outside the original scope of the project are
    appropriately channeled through Change Control in a timely manner.

    Ensure that issues that directly effect the project's progress are 
    administered by Issue Management in a timely manner.

    Update the Mater Milestone Chart, Sub-Milestone Chart and the Detailed 
    Work Plan as required.

    Counsel customer on issues and changes that impact the project tasks and
    timeline.

  6.1F Deliverables

    Accurately track deliverables progress in coordination with the Canmax
    technical leads by Project Phase and report on a weekly basis to SLC and
    Canmax.

    Provide deliverables to customer and ensure timely acceptance and sign 
    off.

  6.2  Utilize the Change Management Process, as described in Section 7 of 
  this Agreement, to manage deviations in project scope, functionality and 
  deliverables.
<PAGE>
  6.3  Provide resources to support the development of the General and Basic
  Design to achieve the timeline set forth in the Master Milestone Chart, 
  the Sub-Milestone Chart and the Detailed Work Plan.

  6.4  Provide software test engineers to support the development of test 
  scripts and the integration testing of each store subsystem (including 
  interface testing to the Host) to  achieve the timeline set forth in the  
  Master Milestone Chart, the Sub-Milestone Chart and the Detailed Work Plan.  
  Testing responsibilities include:

  6.4A Responsible for the definition of unit, string, platform and systems
  integration test plans.

  6.4B Responsible for the development of test scenarios and test cases to 
  support unit, string, platform and systems integration test plans.
  
  6.4C Responsible for the execution of test cases, monitoring of expected 
  result versus actual, and weekly status reporting on test results.

  6.4D Responsible for the reporting of problems found during testing, 
  communications and follow up on problems resolved to ensure  proper 
  and timely solutions are incorporated.  This will be supported by the 
  Canmax technical leads.

  6.4E Ensure that problem reporting procedures are in place and are being 
  properly executed in accordance with the test plans.
  
  6.5F Ensure that version control procedures are in place and being properly
  executed as defined in the test plans and supported by the Canmax technical
  leads.

  6.4G Serve as the focal point for defining string, platform and system 
  testing facilities and the procurement of the necessary equipment.

  6.4H Serve as the focal point in coordinating with other partners to ensure 
  that the system integration test plans meet functional business plans.

  6.5  Manage executive level status meetings on a schedule that is mutually
  agreed upon by NCR and Canmax.

  6.6  Provide input to Canmax for the development of the Trouble Shooting 
  Guide, including, Approved Basic Design Specifications, test cases/scenarios,
  and completed Software after testing.
 
  7.0  CHANGE MANAGEMENT
  7.1   A party desiring to propose a change in the Project (as defined 
  herein) shall follow the Change Control Process described in this Section 7.  
  The "Change Control Process" governs changes to the Project scope  and 
  deliverables during the life of the project. As used herein, the term 
  "Project" means the development of the  Software pursuant  to this 
  Agreement.  The purpose of this process is to coordinate and properly 
  document the development, installation and evaluation of new features and 
  functionality  during the Project. Change Control may impact milestone dates, 
  costs or a reduction in original scope (in order to meet dates).  The process
  will  apply to new Project components and to enhancements of existing 
  Project components. The Change Control Process will be implemented from the 
  start of the Project and will continue throughout the Project's duration.
<PAGE>
  7.2  A "Change Request" will be the vehicle for communicating any desired
  changes to the  Project. The Change Request will describe the proposed 
  change, the reason for the proposed change, and the potential effect the 
  proposed change is expected to have on the Project schedule and cost.
  
  7.3  The Phase 2B Basic Design Documents will be the baseline specification  
  which Change Control will be executed against. 
  
  7.4  The Project Manager of the requesting party will submit a written 
  Change Request to the project manager for the other party.

  7.5  SLC, NCR and Canmax will review the proposed Change Request and either
  approve it outright, approve it for further study or reject it. The amount 
  and payment of the costs of further study, if any, will be agreed upon by 
  all parties. The results of the review process, or any further study will be 
  used to determine the effect that the implementation of the Change Request 
  will have on the Project cost and schedule.

  7.6 Implementation of a Change Request will not begin until it has been 
  reviewed, all parties have agreed to the schedule and cost impact and NCR,
  Canmax and SLC have signed a Change Request Evaluation Response Form in the 
  form attached hereto as Schedule H.


  8.0  PROGRESS REPORTS
  Upon request Canmax agrees to provide information to the NCR Project Manager
  concerning development of the Software.   The NCR Project Manager will 
  create weekly progress reports, copies of which will be provided to the 
  Canmax Project Manager, showing the status of the Phase 2B application 
  development project. Canmax agrees to participate in weekly status review 
  meetings with NCR, at such times and locations mutually agreed to by NCR 
  and Canmax.  Such weekly review meetings will be for the purpose of:

       1)   reviewing the progress of the development work by Canmax;

       2)   modifying delivery  or other  dates  provided in  this  Agreement, 
       if mutually agreed upon;

       3)   discussing and resolving any problems occurring during the 
       development work;

       4)   formulating, if necessary, details of development activity for the
       following month; and

       5)   coordinating acceptance testing, installation and training 
       schedules.

  Additional meetings will be held upon either party's reasonable request.

  9.0  PERSONNEL
  Each party, (the "Requesting Party") may, at any time,  request the removal 
  of any of the other party's employees from involvement in the services to 
  be performed by such other party hereunder, if the Requesting Party believes 
  in good faith, that such employee's performance is unsatisfactory, or at the
  request of SLC.  Upon such request, the party shall investigate the 
  Requesting Party's request and shall take such action, if any, as such party 
  determines, in its sole and absolute discretion, to be appropriate.  Nothing  
  herein shall require a party to take action with respect to an employee that 
  would constitute a violation of any applicable law.

<PAGE>
  10.0 ACCESS TO SOURCE CODE/OWNERSHIP/BACKUP  
  10.1 Canmax agrees that if (a) Canmax cannot successfully provide the 
  Software in conformance with the Specifications and at the times established 
  in the Milestone Schedule (a "Default"), and (b) such Default has not been 
  cured within 60  days  after  NCR provides  written  notice  to  Canmax  
  specifying in reasonable detail the nature of the Default, then Canmax will,  
  upon written request (i) grant NCR reasonable access, with sufficient working
  space, at Canmax's facilities to all work in process prepared by Canmax in 
  connection with the Project (including all source and object code) and 
  related written material and documentation  (the "Canmax Materials"),
  subject to the confidentiality provisions of this Agreement, and (ii)
  permit NCR to assist Canmax in its attempts to cure such Default. NCR
  acknowledges and agrees that, notwithstanding its development efforts 
  provided in accordance with this Section 10.1, Canmax owns and will own all
  right, title and interest in and to the Canmax Materials and Software, and
  that NCR shall have no ownership rights therein.  NCR agrees to execute and
  deliver such further instruments as Canmax may reasonably request to 
  establish, maintain or protect its rights in and ownership of the Canmax 
  Materials and Software.
  
  10.2 The Software and Documentation,  and any portion thereof shall be the 
  sole property of Canmax. NCR acknowledges and agrees that, unless 
  specifically stated herein, nothing in this Agreement grants to NCR any 
  right, title, or interest in or to the Software, Documentation  or any 
  element and  part thereof. Canmax will address ownership/licensing  
  arrangements  for  the  Software  and Documentation directly with SLC.   
  Canmax  represents and warrants  that to  its knowledge the Software and 
  Documentation  will  not  when  delivered  infringe  any  patent, copyright, 
  trademark, trade secret or other intellectual property right.  
  
  10.3 Canmax agrees to back up all source code and documentation, at a 
  minimum of once a week, for immediate use  in the event of any disaster  
  or emergency or in the event that it is required to be provided to NCR or 
  SLC.


  11.0 CONFIDENTIALITY
  11.1 As  used  herein, "Confidential Information"  means confidential and  
  proprietary information disclosed hereunder by a party (the "Disclosing 
  Party") that becomes known  to the  other party (the "Recipient Party"). 
  Confidential Information disclosed in documents or other tangible form must 
  be clearly marked as confidential at the time of disclosure.   Confidential 
  Information in oral or other intangible  form  must  be  identified  as  
  confidential at the time of disclosure, and summarized in  tangible form 
  clearly marked as confidential and delivered to the Recipient within 10 
  calendar days thereafter.

  11.2 The term "Confidential Information" does not include any information 
  that (a) is or becomes known by the public through no wrongful act of the 
  Recipient; (b) is  independently  developed by  or  for the  Recipient;  
  (c)  the Recipient receives from a third party, if the Recipient  does not 
  know of any restrictions on the disclosure of  that information; (d) the 
  Discloser discloses to a third party without similar restrictions on 
  disclosure; or (e) is disclosed pursuant to any judicial order.
<PAGE>
  11.3 Except as otherwise may be permitted by this Agreement, a Recipient 
  Party shall not disclose any Confidential Information to any third party 
  without the prior written consent of the Disclosing Party.  A Recipient 
  Party may disclose appropriate portions of Confidential Information to  
  those of its personnel who: (I) have a  substantial need  to know  the 
  specific information in question in connection with the Recipient Party's  
  exercise of rights or performance of obligations under this Agreement, and 
  (ii) are informed by the Recipient Party of the confidential nature of the 
  information.   A Recipient Party will be responsible for any  breach of this 
  Agreement by its personnel.   A Recipient Party, acting  in good  faith, may  
  disclose  Confidential Information  it deems required to be disclosed  by 
  applicable law or  government regulation, including without limitation the 
  federal securities laws.
  
  11.4 Confidential Information  will be maintained under  secure conditions 
  by a Recipient Party, using  reasonable security measures  and in any  event 
  not less than the  same  security  procedures  used  by  such  Recipient  
  Party  for  the protection of its own Confidential Information.  
  
  11.5 Except as otherwise may be permitted  by this Agreement, a Recipient 
  Party shall not copy,  duplicate, reverse  compile, disassemble, record,  
  or otherwise reproduce any  part of  any Confidential  Information  of the  
  other  party, nor attempt to do  any of the  foregoing, without the  prior 
  written  consent of the Disclosing Party.  Any tangible embodiments of 
  Confidential Information that may be generated by a  Recipient Party, either 
  pursuant  to or in  violation of this Agreement, will be deemed the sole 
  property  of the Disclosing Party and subject to the obligation of confidence 
  set forth herein.

  11.6 If a Recipient Party or anyone to whom a Recipient Party transmits
  Confidential Information  pursuant to  this  Agreement is  requested  or 
  becomes legally compelled (by  oral questions, interrogatories,  request 
  for information or documents,  subpoena,  civil investigative  demand  or 
  similar  process) to disclose any of the other party's  Confidential 
  Information, the Recipient Party will provide  the  Disclosing  Party with  
  prompt  written  notice  so  that the Disclosing Party may seek a protective  
  order or other appropriate remedy and/or waive compliance  with  the 
  provisions  of  this Section  with  respect  to such disclosure.  If such  
  protective order or other  remedy is not  obtained, or the Disclosing Party  
  waives compliance  with the  provisions  of this  Section with respect to  
  such disclosure,  the Recipient  Party agrees  to furnish  only that portion 
  of  the  Confidential Information  which  is legally  required  and will 
  exercise its reasonable efforts  to obtain reliable  assurance that 
  confidential treatment will be accorded the Confidential Information.

  11.7 Upon any termination of a Recipient Party's right to possess and/or use 
  the other party's Confidential Information,  the Recipient Party shall  turn 
  over to the Disclosing Party (or, if agreed by the Disclosing Party, destroy) 
  any disks, tapes,  drawings, blueprints, notes, memoranda, specifications,  
  devices, documents,  or any other tangible embodiments of any such 
  Confidential Information except for one (1) archival copy to be retained by 
  the Recipient.

<PAGE>
  12.0 COPIES OF THE SOFTWARE AND DOCUMENTATION  
  NCR may make and retain in its possession two copies of the Software and 
  Documentation.  Such copies shall remain the property of Canmax and shall be 
  for archive purposes only.


  13.0 ADVERTISING
  No advertising, publicity release or similar  public information concerning 
  this Agreement shall be  published by either  party hereto without  the prior 
  written consent of the  other party, which consent will not be unreasonably 
  withheld. Canmax shall have the right  to disclose information pertaining  
  to the terms of this Agreement in filings with the Securities and Exchange 
  Commission, ("SEC"), provided Canmax believes in good faith, the disclosure 
  of such information is required by the  rules and regulations  of the SEC.   
  To the extent permissible under those rules  and regulations,  Canmax shall 
  use its best efforts to make such disclosures  on  a confidential  basis  
  and request the SEC maintain the confidentiality of the information.


  14.0 LIMITATION OF LIABILITIES
  NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
  SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS 
  OF PROFITS, REVENUE  OR  DATA, WHETHER  IN  AN ACTION  IN  CONTRACT,  TORT, 
  PRODUCT LIABILITY, STATUTE OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY  
  OF THOSE DAMAGES. NEITHER PARTY WILL BE LIABLE FOR DIRECT DAMAGES CAUSED BY 
  LATE DELIVERY, PRODUCT DEFECT,  OR ANY OTHER CAUSE EXCEPT AS EXPRESSLY 
  PROVIDED HEREIN.

  NCR and Canmax each acknowledge that the foregoing provisions were negotiated 
  to reflect an informed, voluntary allocation between them of all risks (both 
  known and unknown) associated with the transactions contemplated by this 
  Agreement.


  15.0 WARRANTY
  15.1 EXCEPT AS EXPRESSLY PROVIDED IN THE TERMS OF THIS AGREEMENT CANMAX 
  DISCLAIMS ANY AND ALL ADDITIONAL WARRANTIES, REPRESENTATIONS  OR  COVENANTS
  (EXPRESS, IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE SOFTWARE, 
  DOCUMENTATION OR ANY  PART  THEREOF,  INCLUDING  ANY  AND  ALL IMPLIED 
  WARRANTIES  OF TITLE, NONINFRINGEMENT, MERCHANTABILITY,  OR  FITNESS OR  
  SUITABILITY FOR ANY PURPOSE (WHETHER OR  NOT CANMAX  KNOWS, HAS REASON TO 
  KNOW,  HAS BEEN ADVISED,  OR IS OTHERWISE IN FACT AWARE OF ANY  SUCH PURPOSE),
  WHETHER ALLEGED  TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, 
  OR BY COURSE OF DEALING.

  15.2 Canmax hereby agrees to defend NCR against any claim (an "Infringement
  Claim") that the Software infringes the patent, copyright, trademark, or  
  other intellectual property right, or misappropriates the trade secret of 
  another, except to  the  extent  such  Infringement  Claim  arises  from  
  information or materials provided by NCR or SLC that were required to be 
  included in the Software which is the subject of the Infringement Claim.  
  Canmax further agrees to indemnify and hold  NCR harmless against  any loss, 
  damage, award or expense (including reasonable attorney's  fees) resulting 
  from  such a claim, except to the extent such Infringement Claim arises from 
  information or materials provided by NCR or SLC  that were required  to be 
  included in the Software which is the subject of the Infringement Claim.
<PAGE>
  15.3 Notwithstanding anything to the contrary in this Agreement, Canmax 
  shall have no obligation  or liability  pursuant to  this Section  with 
  respect  to an Infringement Claim unless NCR notifies Canmax in writing of 
  such an Infringement Claim as soon as NCR has knowledge of such claim.

  15.4 Canmax  shall  have  the  right  to  completely  control  and  conduct  
  the litigation, settlement and compromise  of all Infringement Claims  to 
  the extent of its  indemnity  obligation.    NCR  agrees  to  reasonably  
  cooperate  in the litigation, settlement  and  compromise of  Infringement  
  Claims.   NCR  has the right, at its sole expense, to  engage its own legal  
  counsel and participate in the defense or settlement of such claims.

  15.5 Canmax shall  have no  liability to  NCR with  respect to  any 
  Infringement Claim that is  based upon  the combination or  utilization 
  of the Software with hardware and or software per the terms  of this 
  Agreement or expressly consented to in writing by  Canmax.  Canmax shall  
  not be obligated under  this Section 15 with respect to any Infringement 
  Claim  brought by or  on behalf of  NCR or any officer, director or 
  affiliate of NCR.  Canmax shall not be obligated under this Section 15 to 
  NCR with  respect to an Infringement  Claim where the Infringement Claim 
  arises  outside the  United  States or  Canada.   This  Section  15 states
  Canmax's  entire   indemnity  obligation   and  the   liability   therefrom 
  for Infringement Claims brought against NCR.

  15.6 Modification of the Software and/or Documentation without the prior 
  written consent of Canmax automatically and immediately voids the foregoing 
  indemnity to the extent  the  Infringement  Claim results  from  such  
  modifications if such modification is the subject of the claim.


  16.0 TERMINATION FOR CONVENIENCE
  NCR may, upon 30 days written notice to  Canmax, terminate this Agreement if 
  SLC terminates its business relationship with NCR relating to the Software, 
  and in such case, NCR's obligation shall be limited to the payment to Canmax 
  for the portion of the entire development fee which the then-completed work 
  bears to the whole.


  17.0 TERMINATION FOR DEFAULT  
  17.1 Either party will have the right to terminate this Agreement upon 
  written notice at any time if the other party is in material breach of any
  representation, warranty, condition or covenant of this Agreement and fails 
  to cure that breach within the applicable cure period after written notice 
  of the breach and of the first party's intention to terminate.  Termination 
  will become effective automatically upon expiration of the applicable cure 
  period in the absence of a cure.    Should either party become the subject 
  of any proceeding under state or federal law  for due relief of debtors  or  
  otherwise become insolvent or bankrupt or make an assignment for the benefit  
  of creditors, the other party may, in addition to any other right or remedy,  
  terminate this Agreement without liability to the non-defaulting party, 
  provided, however, that neither party shall be deemed in default for delays  
  due to causes beyond its control.
<PAGE>
  17.2 (A) If the breach is willful breach of an obligation of the breaching
  party relating to the non-breaching party's intellectual property rights, 
  then the non-breaching party  may, in  its sole  discretion, have  the right  
  to seek injunctive relief,  in  addition  to  its  right  to  terminate  this
  Agreement immediately without the opportunity to cure.

       (B)  If the breach is of an obligation to pay money, or a non-willful
  breach of an  obligation of the breaching party  relating to the non-
  breaching party's intellectual  property  rights,  then  the  breaching  
  party  shall have fifteen (15) days to cure the breach after written notice 
  of such breach by the non-breaching party.

       (C)  If the  breach is other than  a breach of the  kind described 
  above in this Section 17.2,  then the applicable cure period will be thirty  
  (30) days after the effective date of notice of the breach from the non-
  breaching party.


   18.0 NOTICES  
   18.1 Notices required or authorized under this Agreement shall be in 
   writing (unless otherwise designated herein) and shall be deemed to be  
   received when mailed by  certified  or registered  mail,  postage prepaid,  
   to the respective parties at the following addresses:

   TO CANMAX:          Canmax Retail Systems Inc.
                       150 W. John Carpenter Freeway
                       Irving, Texas 75039
                       ATTN: Debbie Burgess
                       with a second copy to Ron Sanders


   TO NCR:             NCR Corporation
                       450 E John Carpenter Freeway
                       Irving, Texas 75062
                       ATTN: Dan Bell
                       with a second copy to:

                       NCR Corporation
                       1700 South Patterson Boulevard
                       Dayton, Ohio  45479
                       ATTN: Intellectual Property Law Section, Law
                             Department

   18.2 Either party may change its address for the purpose of this Agreement 
   by giving the other party written notice of its new address.

<PAGE>
   19.0 RELATIONSHIP ESTABLISHED
   The only relationship between Canmax and NCR which is intended to be created 
   by this Agreement is  that of independent  contractors, and neither  party 
   shall be nor represent itself to be an agent, employee,  partner or joint 
   venturer of the other, nor shall either party transact any business in the 
   name of the other, or on the other's behalf, or in any  manner or form make 
   promises, representations, or warranties or incur  any liability, direct or  
   indirect, contingent or fixed, for or on behalf of the other party.


   20.0 PARTIES BENEFITED; ASSIGNMENT
   The provisions of this  Agreement shall inure to  the benefit of  and be 
   binding upon the parties hereto,  their successors and  assigns.  Canmax  
   may not assign this Agreement or  its duties hereunder  without the express  
   written consent of NCR; however, such approved assignment shall not  operate 
   as a release of Canmax from any obligation hereunder.


    21.0 CONTRACTUAL IMPEDIMENTS
    Canmax hereby warrants that it is not presently under, nor will it enter 
    into in the future, any contract or other  obligation with a third  party 
    which would in any way prevent or materially interfere with  Canmax' 
    ability to perform per the terms of this Agreement.


    22.0 ARBITRATION OF DISPUTES; GOVERNING LAW
    Any controversy or claim, whether  based on contract tort  or other legal 
    theory (including, but  not  limited  to, any  claim  of  fraud  or 
    misrepresentation), arising out of  or related  to this Agreement  shall be
    resolved by arbitration pursuant to this  Paragraph and  the then current  
    rules and  supervision of the American Arbitration Association.   The  duty 
    to arbitrate shall extend  to any officer, employee,  agent, or  
    subsidiary making  or  defending any  claim which would otherwise be 
    arbitrable hereunder.   The arbitration shall  be held in the headquarters 
    city  of  the  party  not  initiating  the  claim  before  a single 
    arbitrator who  is knowledgeable  in  business information  and  electronic 
    data processing systems.   The  arbitrator's decision  and award  shall be  
    final and binding and  may be  entered  in any  court  having jurisdiction  
    thereof.   The arbitrator shall  not have  the power  to award  punitive or
    exemplary damages. Issues of  arbitrability  shall be  determined  in 
    accordance  with  the federal substantive and procedural laws relating to 
    arbitration; all other aspects shall be interpreted in accordance  with the 
    laws of the State of Texas.  Each party shall bear its own attorney's fees 
    associated with  the arbitration  and other costs and expenses of the 
    arbitration shall be borne as provided by the rules of the American 
    Arbitration Association.   If court proceedings  to stay litigation or 
    compel arbitration are  necessary, the party who  unsuccessfully opposes 
    such proceedings shall pay all  associated costs, expenses and  attorney's 
    fees which are reasonably incurred by the other party.  If any portion of 
    this Paragraph is held to be unenforceable,  it shall be severed  and shall 
    not  affect either the duty to arbitrate hereunder or any other part of 
    this Paragraph.

<PAGE>
    23.0 SEVERABILITY
    In the event that  any one or more  provisions contained herein  should, 
    for any reason, be held to be unenforceable in any respect under the laws 
    of any State or of the United States of America,  unenforceability shall 
    not affect any other provisions herein contained.  Instead, this Agreement 
    shall  be construed as if such unenforceable provision had not been 
    contained herein.


    24.0 ENTIRE AGREEMENT; MODIFICATIONS; HEADINGS
    This Agreement, including Schedules A, B,  C, D, E, F, G,  and H attached 
    hereto and made a part hereof, contains the  entire agreement of the 
    parties respecting the subject  matter  hereof  and supersedes  all  prior  
    agreements  between the parties respecting the subject matter hereof,  and 
    any warranty, representation, promise or condition not incorporated herein, 
    shall not  be binding upon either party.  No modification, renewal,  
    extension or waiver of  this Agreement or any of its provisions shall be 
    binding unless in writing and signed by both parties. The paragraph 
    headings of this Agreement are  for convenience only and shall not be 
    considered part of, or affect the interpretation of, any provision of 
    this Agreement.

    IN WITNESS WHEREOF, this Agreement has been executed as of the day and 
    year first written above.


    CANMAX RETAIL SYSTEMS INC.     NCR CORPORATION
    
    By:  /s/  DEBRA BURGESS        By:  /s/ PAT CRONIN 

    Title: EXEC. V.P. & C.O.O.     Title: VICE PRESDIDENT
  
    Date:  NOVEMBER 25, 1996       Date:  NOVEMBER 25, 1996