EXHIBIT (10.31)






               License Agreement - Sears Canada, Inc.






































                             29

<PAGE>


     THIS LICENSE AGREEMENT made in triplicate this 6th day of
April, 1977, between SIMPSONS-SEARS LIMITED, a Company
incorporated under the laws of Canada (hereinafter called
"Sears") and CHROMALLOY PHOTOGRAPHIC INDUSTRIES LIMITED, a
Company incorporated under the laws of Ontario, (hereinafter
called "Licensee") which said parties, in consideration of the
promises, undertakings and commitments of each party to the
other as set forth herein, hereby mutually agree as follows:

1.   LICENSE:  Sears hereby licenses Licensee to have the    
privilege of conducting and operating, pursuant to the terms,
provisions and conditions contained in this agreement, a
photography concession department (hereinafter called
"Department") in certain of Sears retail stores for the
purpose of producing photographic portraits, passport
photographs, photographic copy and restoration work, the sale
of frames and related items, and for no other purpose
whatsoever.  The name of such service shall appear as "Sears
Portrait Studio" in advertising and in-store signing.

2.   LOCATIONS:  This License Agreement authorizes Licensee to
operate said photography concession departments in those
retail stores of Sears as Licensee and Sears shall mutually
agree in writing and as are designated in Location Approval
Rider attached hereto from time to time and marked Schedule
"A".

3.   TERM:  The initial term of this License Agreement shall
be for one (1) year commencing the 6th day of April, 1977, and
this Agreement shall continue to be effective from year to
year thereafter, except that either party may, at any time
during the initial term or any renewal thereof, by giving
sixty (60) days written notice, terminate this agreement.

4.   If any one or more of the premises in which said
departments are located are under lease to Sears, then the
rights granted to Licensee under this agreement shall also be
subject to all the terms, agreements and conditions and to any
cancellation privileges contained in said lease or leases and
for any other shopping center agreements applicable to Sears;
and in the event of termination of any such lease or leases by
expiration of time, or otherwise during the continuance of
this agreement, then the rights granted to Licensee under this
agreement shall likewise terminate as to such department.

5.   SEARS COMMISSION:
(a)  In consideration of the privilege herein granted to
Licensee to conduct and operate said Department under the
terms, provisions and conditions of this License Agreement,
Licensee in addition to its other undertaking herein, shall
pay to Sears, and Sears shall be entitled to receive from
Licensee, a commission (herein called "Sears Commission") 
<PAGE>


which shall be a sum equal to fifteen percent (15%) of
Licensee's net sales of Sears Portrait Studio each month.

(b)  NET SALES DEFINED:  Licensee's said "Net Sales" are
herein defined to mean gross sales of merchandise and services
made in, upon or from said Department, less returns and
allowances.

6.   (a)  SALES RECEIPTS:  At the close of each business day,
the amount of the gross sales of Licensee, and the returns and
allowances made during said day by Licensee in, upon or from
said Department shall be reported by Licensee to the head
cashier of said retail store of Sears, and, when making such
daily reports, Licensee shall deliver therewith to said
cashier all money derived from such sales; and an account
thereof shall be kept by both Licensee and Sears.  Sears shall
have the right to retain out of such receipts the proper
amount of the Sears Commission payable hereunder together with
any other sums that may be due Sears from Licensee.

     (b)  SETTING OF ACCOUNTS:  A setting of accounts between
the parties shall be made promptly after the end of each
calendar month for the receipts and any authorized credit
sales of said Department during such calendar month.  Sears
shall have the right at any reasonable time to inspect and
audit the books and records of Licensee with respect to the
business conducted by Licensee in said Department.  Said books
and records shall be kept and maintained according to standard
and generally acceptable accounting practices.  The Store
Manager of said retail store and Licensee may agree to make
settlement at more frequent intervals.

7.   CHANGES OF LOCATION:  Sears shall have the right to
change the location, dimensions and amount of space for said
Department from time to time during the term of this License
Agreement in accordance with Sears judgement as to what
arrangements will be most satisfactory for the general good of
all departments of its said retail store and at which said
Department shall be conducted and operated hereunder.  In the
event Sears desires that the location of said Department be so
changed Sears will, at its expense, move Licensee's Equipment
used in said Department to the new location of said
Department.

8.   (a)  CASH REGISTER:  Sears shall, at its expense, furnish
a cash register and stand for use in said Department during
the term hereof, it being understood and agreed that such cash
register shall be of a size and design satisfactory to Sears
and that such cash register shall at all times be and remain
the property of Sears.


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     (b)  LICENSEE'S EQUIPMENT:  Licensee shall, entirely at
its expense, install in said Department all such furniture, 
fixtures and equipment as may be necessary and proper for the
operation of the business to be conducted therein pursuant to
this License Agreement (such furniture, fixtures and equipment
being herein for convenience referred to as "Licensee's
Equipment").  Said Licensee's Equipment and the size, design
and location thereof shall at all times be subject to Sears
approval.  SEARS AT ITS OWN EXPENSE WILL ERECT THE ROUGH WALLS
(PERIMETER AND INSIDE) FINISHING AND DECORATING SAID WALLS, AS
WELL AS INSTALLING CARPETING OR OTHER FLOORING OF THE STUDIO. 
If Sears arranges for the installation of any of Licensee's
Equipment, or any other items which are Licensee's obligation
hereunder, Licensee shall promptly reimburse Sears for the
cost of the installation of such items upon receipt by
Licensee from Sears of a statement therefor.

     (c)  PROHIBITED LIENS:  Licensee shall not allow, suffer
or permit any liens, claims or encumbrances to attach to or
against any of said Licensee's Equipment, or, by reason of the
installation of Licensee's Equipment, to or against the
premises in or upon which the same shall have installed; and
in the event any lien, claim or encumbrance should attach to
any such Licensee's Equipment or such premises, Licensee shall
immediately take all such steps as may be necessary to cause
such lien or encumbrance to be released and discharged.

     (d)  CONDITIONS OF DEPARTMENT:  At all times during the
term hereof, Licensee shall, at its expense, keep said
Department in a thoroughly clean and neat condition and shall
maintain said Licensee's Equipment in good order and repair
and shall make such repairs or replacements as may be deemed
necessary either by Licensee or Sears.

9.   (a)  DEPARTMENT EMPLOYEES:
     (1)  Licensee shall have no authority to employ persons
on behalf of Sears and no employees of Licensee shall be
deemed to be employees or agents of Sears, said employees at
all times remaining Licensee's employees.  Licensee shall have
the sole and exclusive control over Licensee's labour
relations policies and policies relating to wages, hours,
working conditions, or conditions of employment of Licensee's
employees, and the sole and exclusive right to hire, transfer,
suspend, lay off, recall, promote, assign, discipline, adjust
grievances and discharge said employees, provided, however,
that at any time Sears so requests, Licensee will give
consideration to the transfer from any Sears store of any
employee who is objectionable to Sears for reasons of health,
safety and/or security of Sears customers, employees or
merchandise and/or whose manner impairs Sears customer
relations. 

<PAGE>


     (2)  Licensee agrees to assume complete responsibility
for all salaries and other compensation of all of Licensee's 
employees and will make all necessary deductions and
withholdings from said employees' salaries and other
compensation, file such returns as may be required, and
assumes full responsibility for the payment of any and all
contributions, taxes, assessments, and agrees to meet all
other Federal and Provincial requirements.

     (3)  (a)  Licensee further agrees and warrants that
Licensee will comply with any other Federal, Provincial or
Local law or regulation regarding compensation, hours of work
or other conditions of employment including but not limited to
Federal or Provincial laws or regulations regarding minimum
compensation, overtime and equal opportunities for employment.

(b)  Licensee agrees and warrants that said employees while
present in Sears store will comply with any and all Federal,
Provincial and Local laws, regulations and ordinances
applicable to Licensee.

(c)  Licensee agrees to protect, defend, indemnify
and hold Sears harmless from and against all claims (including
lawyers' fees and penalties) made against Sears:
     (1)  by employees of Licensee for salaries and other
          compensation;
     (2)  by employees of Licensee under the  Workmen's
          Compensation Act of any Province, if applicable;
     (3)  with regard to employees of Licensee, arising out of
          any party responsible therefor (including Sears):
          (i) failing to pay contributions, taxes, or
              assessments due under Federal or Provincial    
              laws;
         (ii) failing to make reports or failing to comply
              with any other requirements of said laws;
        (iii) failing to comply with any other Federal or
              Provincial laws or regulations regarding
              compensation, hours of work or other conditions
              of employment including but not limited to
              Federal, Provincial or Local laws or regulations
              regarding minimum compensation, overtime and
              equal opportunities for employment;
         (iv) failing to comply with any other Federal, 
              Provincial or Local law, regulation or
              ordinance.

10.  (a)  MERCHANDISE AND SERVICES:  During the term hereof,
Licensee shall maintain in said Department a complete stock of
merchandise to be sold therein, the quantity and quality
thereof being subject to the approval of Sears.  The
merchandise and services to be sold in said Department shall 

<PAGE>


be sold to the public at reasonable prices.  Licensee
expressly covenants that such prices shall not exceed those of
competitors for merchandise and services of a quality similar
to those offered for sale in said Department and that prices
shall be plainly marked on all merchandise offered for sale in
said Department.

     (b)  UNAUTHORIZED SALES:  Licensee covenants that during
the term of this License Agreement, the space occupied by said
Department shall not be used for any purpose other than for
the purpose  expressly authorized in this License Agreement,
and that no services will be rendered and no merchandise will
be handled in said Department except such services and
merchandise as are ordinarily rendered and handled in the
conduct of such Department and which are approved as to their
nature by Sears Store Manager.

     (c)  CUSTOMER ADJUSTMENTS:  All of the work and services
performed by Licensee in said Department shall be up to a high
standard of workmanship and all the merchandise sold in such
Department shall be of high quality.  Licensee shall at all
times maintain the general policy of satisfaction or money
refunded to customers and shall adjust all complaints of, and
controversies with customers, with respect to said Department
or to services rendered or merchandise sold therein.  In any
case in which said adjustment is unsatisfactory to the
customer, Sears reserves and shall have the right at
Licensee's expense, to make such further adjustment as Sears
may deem necessary under the circumstances and any adjustment
made by Sears shall be conclusive and binding upon Licensee
and Licensee shall abide by and comply with such adjustment.

     (d)  SEARS EMPLOYEES DISCOUNT:  Such merchandise and
services shall be offered for sale by Licensee to the
employees of Sears at the same fifteen percent (15%) discount
which Sears allows its own employees on purchases of
merchandise.

     (e)  CASH AND CREDIT SALES:  All sales made in said
Department shall be made for cash only; provided, however,
that with the approval of the Store Manager or the Credit
Manager of the retail store of Sears at which the Department
is operated hereunder, sales may be made by Licensee on such
of Sears regularly established credit plans as may be first
approved by such Store Manager or Credit Manager.  No part of
the carrying charges which may be made by Sears in connection
with any credit sale shall be payable to or credited in any
way to Licensee.  Licensee shall not be responsible for or
charged with any credit losses on such credit sales.  Licensee
shall make no reference in any advertising of the service that
Sears credit services are available.

<PAGE>


     (f)  CHEQUES:  If cheques should be accepted by Licensee
or its employees in payment for services rendered or sales
made in said Department, it is agreed that any and all losses
which may be sustained by reason of non-payment of such
cheques upon presentment, shall be borne and charged to
Licensee, and Sears shall have no liability with respect
thereto.

11.  (a)  HOURS, RULES, NAME:  Said Department shall be kept
open for business and operated during the same business hours
in which the said retail store of Sears is open for business
except to the extent prevented by circumstances beyond the
control of Sears or Licensee.  In order to protect customers
and the respective employees of Sears and Licensee on the
store premises, Licensee agrees to conduct Licensee's
operations in an honest, courteous, and efficient manner and
to abide by safety rules and regulations of Sears in effect
from time to time.  Licensee shall not use its names or any
other name in connection with conduct and operation of such
Department without the consent of Sears.  Licensee shall
conduct said Department under the name "Sears Portrait
Studio".

     (b)  ACCESS TO DEPARTMENT:  Licensee and Sears shall have
the access to said Department at all times as said Sears
retail store is open to customers for business and at all such
other times as the Store Manager of said Sears retail store
shall authorize and approve.  Said Store Manager shall be
furnished with keys too said Department and shall have access
thereto at all times.

12.  ADVERTISING:  Licensee shall advertise and actively
promote the business conducted by such Department.  It is
expressly understood and agreed that all signs, advertising
copy and all sales promotional plans and devices which may be
utilized with respect to said Department, shall be first
submitted for approval to SEARS DEPARTMENT 702-0, Toronto, or
to such other person said SEARS DEPARTMENT 702-0 shall
designate, and Licensee further agrees that it will not issue
any such advertising material or conduct any such sales
promotional plan or device without such prior approval. 
Licensee shall at no time during this License Agreement or at
any time thereafter issue any publicity or press releases
regarding this License Agreement or Licensee's activities
hereunder unless Licensee obtains the prior written approval
of such publicity or press releases from SEARS DEPARTMENT 
702-0.





<PAGE>


13.  (a)  UTILITIES:  Sears shall furnish, without expense to
Licensee, a reasonable amount of heat, light, electric power
and normal rubbish disposal for the operation of said
Department at reasonable hours except when prevented by
strikes, accidents, or the making of repairs to the heating,
lighting and electric power systems, and except when prevented
by other causes beyond the control of Sears; however, Sears
shall not be liable for any injury or damage whatsoever which
may arise by reason of Sears failure to furnish such heat,
light and electric power, regardless of the cause of such
failure, all claims for such injury or damage being hereby
expressly waived by Licensee.  The expense for installing
light, ventilation, and power lines, which may be required in
order to bring such utilities up to (but not within) such
Department shall be borne and paid by Sears, and the expense
of purchasing and installing all fixtures and equipment within
the confines of such Department, including, but without
limitation to, all necessary electrical connections for said
Department, and also including the subsequent maintenance of
such fixtures and equipment shall be borne and paid by
Licensee.

     (b)  TELEPHONE:  If requested by Licensee, Sears will
arrange for the furnishing of telephone service for said
Department, and Licensee shall bear and pay the entire cost of
the installation of the telephone equipment necessary to
provide said service.  Licensee shall also bear and pay the
entire cost of the telephone service furnished said
Department, including the prorata cost of the operation of the
switchboard at said retail store.

14.  LICENSEE'S PURCHASES:  All purchases and contracts in
connection with the conduct and operation of said Department
shall be made by Licensee in its own name.  Under no
circumstances will Licensee make any purchases or incur any
obligation or expense of any kind in the name of Sears. 
Licensee shall promptly pay all the obligations of such
Department and will hold Sears free and harmless from any and
all claims and liabilities incurred by Licensee in the conduct
and operation of such Department.  Upon request by Sears,
Licensee shall furnish Sears with the names of all parties
from whom Licensee purchases merchandise for sale in said
Department, as well as the names of all other parties with
whom Licensee may have any business or contractual relations
in connection with the conduct of the business of said
Department.

15.  LICENSES, LAWS, ORDINANCES:  Licensee shall, at its
expense, obtain all permits and licenses which may be required
under any applicable Federal, Provincial or Local law,
ordinance, rule or regulation by virtue of anything done in
the conduct of said Department and in the performance of this
<PAGE>


License Agreement, and Licensee shall in the conduct of said
Department and in the  performance of this License Agreement
comply fully with all applicable Federal, Provincial and Local
laws, ordinances, rules and regulations.

16.  FEES, TAXES:  Licensee shall, at its expense, pay,
collect and remit or discharge all License fees, business,
use, sales, or other similar or different taxes or assessments
which may be charged or levied by reason of anything done in
the conduct of said Department and in the performance of this
License Agreement, excluding, however, all taxes and
assessments applicable to Sears income from Sears Commission
hereunder or applicable to Sears property.

     If the Licensee is not separately assessed by the taxing
authorities, Licensee shall be responsible to Sears for that 
portion of taxes on the occupied area, calculation to be based
on the area occupied to the total area of the demised premises
assessed for such tax.

     Should the period of occupancy be less than a full
taxation year, then such taxes shall be pro-rated accordingly.

17.  SEARS LIEN:  Licensee hereby grants and gives to Sears
and Sears shall at all times have, a first charge and lien
upon all of Licensee's Equipment in said Department as
security for the payments herein provided to be made by
Licensee to Sears, and for the due performance and observance
of all the other covenants and agreements of Licensee in any
of said payments or in any of Licensee's covenants herein
contained, with or without notice and without in any manner
affecting any other remedies that Sears may have by reason
thereof, to terminate this License Agreement, to take
possession of said Department and of Licensee's Equipment and
all other property therein, to exclude Licensee from said
Department, and at Licensee's expense, to remove from the
respective premises if Sears the said property of Licensee or
to purchase or to sell such of Licensee's Equipment and other
property in or at said Department as may be necessary in order
to pay Sears all amounts due or to become due Sears from
Licensee and to cure all other defaults of Licensee hereunder.

18.  (a)  RIGHT TO TERMINATE ON DEFAULT OF LICENSEE:  This
License Agreement is not transferable by Licensee in whole or
in part without Sears prior written consent.  Any transfer or
attempt to transfer hereof by Licensee, either expressly or by
operation of law, without Sears prior written consent, shall,
at the option of Sears, without any notice whatsoever,
immediately terminate this License Agreement.  In the event
any bankruptcy or insolvency proceedings should be commenced
by or against Licensee, or if any property of Licensee passes

<PAGE>


into the hands of any receiver, assignee, officer of the law
or creditor, or it Licensee vacates, abandons or ceases to
operate any said Department, or in any event Licensee should
fail or refuses after three (3) days' written notice from
Sears to comply with any agreement or conditions of this
License Agreement, then, in any such event Sears shall have
the right immediately to terminate this License Agreement with
respect to said Department operated hereunder, with or without
notice to Licensee, whereupon Sears may, at its option,
enforce the rights, remedies and liens mentioned in Paragraph
16 hereof, without, however, affecting any other rights or
remedies which Sears may have by reason thereof.  Licensee
agrees too pay and discharge all costs and expenses including,
but without limitation to, Lawyer's fees, which may be
incurred by Sears in enforcing the terms of this License
Agreement.

     (b)  RIGHT OF TERMINATION AFTER FIRE:  In the event that
the store of Sears at which said Department is conducted
hereunder should be damaged by fire or any other casualty in
such manner that the space occupied by said Department should
be untenantable, this License Agreement may be terminated with
respect to said Department by either party hereto, effective
as of the date of the casualty, by giving to the other party
written notice of such termination within twenty (20) days
after the happening of such casualty.  If such notice is not
given, then this License Agreement shall not so terminate, but
shall remain in full force and effect, and the parties hereto
shall cooperate with each other so that said Department may
resume the conduct of business as soon as possible after the
happening of said casualty.

     (c)  MUTUAL RIGHT OF TERMINATION:  Either party hereto
shall have the right to terminate this License Agreement with
respect to said Department in any or all of the Sears retail
stores designated in Location Approval Rider at any time
hereafter by giving to the other party at least sixty (60)
days prior written notice of such termination.

19.  SEARS OPTION TO PURCHASE LICENSEE'S EQUIPMENT:  In the
event of the termination of this License Agreement with
respect to said Department by expiration of time or otherwise,
Sears shall have the right, privilege and option, but not the
obligation, to purchase from Licensee, and Licensee shall
convey and sell to Sears, such items of said Licensee's
Equipment as Sears may designate in a written notice delivered
to Licensee at least twenty (20) days prior to the effective
date of such termination.  The purchase price of any items
which may be purchased by Sears hereunder shall be equal to
the original cost of such items to Licensee less all liens and
indebtedness against the same and less depreciation at the
rate of ten percent (10%) per annum from the date of
<PAGE>


installation of each item so purchased until the effective
date of such termination, and Licensee will give Sears good
and valid bills of sale therefor.

20.  REMOVAL OF LICENSEE'S EQUIPMENT:  Upon the termination of
this License Agreement with respect to said Department by
expiration of time or otherwise, if Licensee is not then in
default under this Agreement, Licensee shall, at its expense,
immediately remove all of Licensee's said Equipment (except
such of Licensee's Equipment as may be purchased by Sears as
hereinbefore provided) from the premises of Sears and shall,
without delay and at Licensee's expense, repair any damage
caused by such removal.

21.  INDEMNITY BY LICENSEE:  

     (a)  Licensee agrees that Sears shall not be liable for
any damage to Licensee or any property whatsoever of Licensee
in said Department because of the alleged negligence, act of
omission of Sears or of any tenant, licensee or occupant of
the premises at which said Department may be located, or
because of any damage caused by any casualty, including but
not limited to, fire, water, snow, steam, gas, odours, in or
from said store or store premises, or because of the leaking
of any plumbing, or because of any accident or event which may
occur in said store or upon said premises, or because of any
alleged lack of repair in or about said store or store
premises, or because of the alleged acts or omissions of any
janitors or other persons in or about said store or store
premises, Licensee hereby releasing and waiving any and all
claims therefor.  Sears shall not be liable for the
safekeeping or safe delivery of any property of Licensee or of
any customer of Licensee in or upon any of the said store
premises, nor for any loss or damage thereto, by fire, theft,
accident, breakage or any other cause whatsoever.

     (b)  Licensee covenants that it will protect, defend,
hold harmless and indemnify Sears, its directors, officers and
employees, from and against any and all expenses, claims,
actions, liabilities, damages and losses of any kind
whatsoever (including without limitation of the foregoing,
death of or injury to persons and damage to property),
actually or allegedly resulting from or connected with the
operation of said Department (including, without limitation of
the foregoing, goods sold, work done, services rendered or
products utilized therein, lack of repair in or about said
Department, operation of or defects in any machinery or
equipment used or located in said Department) or from the
omission or commission of any act, lawful or unlawful, by
Licensee or its agents or employees, whether or not such act
is within the scope of the employment of such agents or
employees.
<PAGE>


22.  INSURANCE:

     (a)  Licensee hereby agrees and covenants that it shall,
at its sole expense, obtain and maintain during the term of
this License Agreement the following policies of insurance
from companies satisfactory to Sears and containing provisions
and being in amounts satisfactory to Sears and adequate to
fully protect Sears as well as Licensee from and against all
expenses, claims actions, liabilities and losses arising out
of the subjects covered by said policies of insurance:

          (1) Fire Insurance upon Licensee's fixtures,
              furniture, equipment and merchandise in the
              Department for the full insurable value 
              thereof.
          (2) Workmen's Compensation, if applicable, and
              Employer's Liability Insurance (with limits of
              not less than $100,000) covering all persons
              employed or working in said Department.
          (3) Public Liability Insurance covering all
              expenses, claims, actions, liabilities,
              damages and losses arising out of the
              alleged death of or injury to persons and
              damage to property (with limits of not less
              than $1,000,000 inclusive) and containing a
              Contractual Liability endorsement expressly
              covering Licensee's liability to Sears
              assumed by Licensee in this License Agreement.

     (b)  All such aforesaid policies of insurance shall
expressly provide that they shall not be subject to
cancellation except upon at least thirty (30) days' prior
written notice to Sears.  Licensee shall, if requested by
Sears, furnish Sears with copies of such policies or
certificates thereof.  If in Sears' opinion any of said
policies do not adequately protect Sears, then Sears shall
have the right, at its option, to obtain additional insurance
at the expense of Licensee.

23.  REMEDIES CUMULATIVE:  It is agreed that the remedies
herein provided in case of any default or breach by Licensee
of this License Agreement are cumulative and shall not affect
in any manner any other remedies that Sears may have by reason
of such default or breach by Licensee.

24.  ASSIGNS:  The provisions of this License Agreement shall
be binding upon Licensee and upon Licensee's successors and
assigns and shall be binding upon and inure to the benefit of
Sears, its successors and assigns, it being expressly
stipulated that nothing herein contained shall authorize the
assignment of this License Agreement by Licensee.

<PAGE>


25.  OTHER AGREEMENTS:  It is understood and agreed that this
agreement shall terminate immediately, at Sears' sole option,
without cost or penalty, if any claim is made that this
agreement in any way contravenes any previous agreements
entered into by Sears, provided that Sears shall first conduct
a thorough investigation of such claim, and shall give
Licensee notice of such claim and shall disclose to Licensee
the results of such investigation.

26.  NOTICES:  All notices herein provided for or which may be
given in connection with this License Agreement shall be in
writing and given either in person or by certified mail with
postage pre-paid or by registered mail with postage pre-paid
and return receipt requested.

     If any such notice be given by Licensee to Sears, it
shall be addressed to:

     Simpsons-Sears Limited,
      Attention:  Vice President Operating, D/702-0,
      222 Jarvis Street,
      Toronto, Ontario.  M5B 2B8

and if given by Sears to Licensee such notice shall be
addressed to:

     Chromalloy Photographic Industries Ltd.,
      2792 Slough Street,
      Mississauga, Ontario.  L4T 1G3
      Attention:  Mr. A. Almond,
                  Executive Vice-President.

and such notices shall be deemed to have been given when
deposited in the mail.

27.  ENTIRE AGREEMENT:  It is mutually understood and agreed
that this License Agreement sets forth the entire agreement
and understanding between the parties hereto with respect to
the subject matter hereof, and that this License Agreement
shall not be supplemented, modified or amended except by a
written instrument signed by Licensee (or by a duly authorized
officer of Licensee if Licensee is a corporation) and by a
duly authorized officer or agent of Sears, and that no person
has or shall have the authority to supplement, modify or amend
this License Agreement in any other manner.

28.  RELATIONSHIP BETWEEN PARTIES:  It is understood and
agreed that nothing contained in or done pursuant to this
License Agreement shall be construed as creating a
partnership, agency or joint venture, and, except as may be
otherwise expressly provided in this License Agreement, 

<PAGE>


neither party shall become bound by any representation, act or
omission of the other party hereto.

29.  SEARS NAME:  Sears hereby grants to the Licensee, the
limited right and permission to use the trademarks and
tradenames "Simpsons-Sears" and "Sears", which are owned by
Sears, in connection with the conduct of the Licensee's
business pursuant to this Agreement.  Licensee covenants and
warrants that said trademarks and tradenames are and shall
remain the sole and exclusive property of Sears and that
Licensee shall not in any way whatsoever acquire any right or
interest in such trademarks and tradenames other than
expressly set forth herein.  Upon the expiration or
termination of this Agreement, Licensee shall cease to use the
names "Simpsons-Sears" and "Sears" for any purpose whatsoever
and shall promptly destroy all letterheads, advertising
materials or other devices, signs, logos and similar
paraphernalia which depict the "Simpsons-Sears" and "Sears"
logos, or which in any way indicates that Licensee is
conducting business in conjunction with Sears.

30.  HEADINGS:  The headings or title captions in this License
Agreement have been placed thereon for the mere convenience of
the parties, and shall not be considered in any construction
or interpretation of this License Agreement.

     IN WITNESS WHEREOF, the parties hereto have hereunto set
their hands and affixed their seals as of the day and year
first above written the corporate party or parties by its or
their proper officers or agents duly authorized thereunto.


                              SIMPSONS-SEARS LIMITED


                         /s/  T. R. Hammond
                              -----------------------
                              Vice-President                 


                              CHROMALLOY PHOTOGRAPHIC
                                INDUSTRIES LIMITED


                         /s/  A. J. Almond
                              -----------------------
                              President





<PAGE>


SCHEDULE "A"
------------

LOCATION APPROVAL RIDER
-----------------------

     To Licensee Agreement dated the 6th day of April, 1977,
made between SIMPSONS-SEARS LIMITED (Sears) and CHROMALLOY
PHOTOGRAPHIC INDUSTRIES LIMITED (Licensee).

     Sears retail stores in which Sears authorizes Licensee to
operate photography concession Department:

         Calgary-North Hill
         Edmonton-Kingsway
         Kitchener
         Sarnia
         Windsor
         Victoria

































<PAGE>


SCHEDULE "A"
------------

LOCATION APPROVAL RIDER
-----------------------

     To License Agreement dated the 6th day of April, 1977,
made between SIMPSONS-SEARS LIMITED (Sears) and CHROMALLOY
PHOTOGRAPHIC INDUSTRIES LIMITED (Licensee).

     Sears retail stores in which Sears authorizes Licensee to
operate photography concession departments:

          Calgary-North Hill
          Edmonton-Kingsway
          Guelph
          Kitchener
          Moncton
          Red Deer
          Saint John
          St. John's
          Sarnia
          Toronto-Markham
          Windsor
          Vancouver-Burnaby
          Vancouver-Capilano
          Vancouver-Harbour Centre
          Vancouver-Richmond
          Vancouver-Surrey
          Victoria

     Schedule "A" Location Approval Rider hereby amended this
24th day of July, 1978.

                              SIMPSONS-SEARS LIMITED


                         /s/  T. R. Hammond
                              ------------------------
                              Vice-President


                              CHROMALLOY PHOTOGRAPHIC
                                INDUSTRIES LIMITED


                         /s/  A. J. Almond
                              ------------------------
                              President



<PAGE>


SCHEDULE "A"
------------

LOCATION APPROVAL RIDER
-----------------------

     To License Agreement dated the 6th day of April 1977,
made between SIMPSONS-SEARS LIMITED (Sears) and CHROMALLOY
PHOTOGRAPHIC INDUSTRIES LIMITED (Licensee).

     Sears retail stores in which Sears authorizes Licensee to
operate Photography Concession Departments:

          Calgary-Chinook Centre
          Calgary-North Hill
          Chilliwack
          Cornwall
          Edmonton-Bonnie Doon
          Edmonton-Kingsway
          Guelph
          Hamilton-Centre
          Kamloops
          Kelowna
          Kitchener
          Lethbridge
          Moncton
          Ottawa-Carlingwood  
          Ottawa-Hull
          Prince George
          Red Deer
          Saint John
          St. John's
          Sarnia
          Thunder Bay
          Toronto-Markham
          Toronto-Mississauga
          Toronto-Newmarket
          Vancouver-Burnaby
          Vancouver-Capilano
          Vancouver-Harbour Centre
          Vancouver-Richmond
          Vancouver-Surrey
          Victoria
          Windsor

     Schedule "A" Locatio Approval Rider hereby amended this
27th day of February, 1980.

                              SIMPSONS-SEARS LIMITED


                         /s/  T. R. Hammond
                              ------------------------
                              Vice-President


                              CHROMALLOY PHOTOGRAPHIC
                                INDUSTRIES LIMITED


                         /s/  Lynette King
                              ------------------------
                              President







<PAGE>