Master Agreement    CONFIDENTIAL INFORMATION
                                
                                


                                             EXHIBIT 10.39
                        MASTER AGREEMENT
                       dated July 31, 1996
                                
                             between

                           SONIC CORP.
                               and
                APPLIED INTELLIGENCE GROUP, INC.






SONIC CORP.  and its subsidiaries ("Sonic") and Applied Intelligence Group,
Inc. ("AIG") enter into the following understanding:

WHEREAS, Sonic desires to invest in its business and will demonstrate this
by committing to develop information systems consistent with Sonic's needs
as it moves into the Year 2000; and 

WHEREAS, AIG desires to act in concert with Sonic throughout the
full process of upgrading Sonic's Point-of-Sale (POS) systems by
providing expertise, services, and products coordinated with achieving
Sonic's desired outcomes; and

WHEREAS, both Sonic and AIG understand the need to develop a working
relationship to accomplish the mutually defined and agreed upon goals to
complete the POS upgrade project; 

THEREFORE, this day Sonic and AIG enter into this Master
Agreement outlining the respective roles of the two organizations
and committing both organizations to engage their best efforts to
successfully utilize the talents, skills, and resources of both
parties throughout the process of upgrading Sonic's POS systems.

                          OVERALL GOAL

Sonic and AIG agree that the overall goal for this mutual
commitment is to develop an ongoing working relationship between
Sonic and AIG, focusing on Sonic's POS upgrade project.
It is anticipated that this project will extend over more than
one year and involve many different activities and components,
all of which must be integrated into the overall plan to achieve
maximum results and to minimize costs and efforts.  Therefore,
the provisions contained in this Agreement will serve as the
basis on which ongoing work is planned, evaluated, and
implemented.

                       ACTIVITY PRIORITIES

Initially, Sonic and AIG have concurred that developing a POS
system that meets Sonic's needs for reliability, ease-of-use,
reporting capabilities, management functions, and other
designated features on a timely and cost-effective basis has a
major priority.

                   PROJECT SCOPE AND APPROACH

The terms and conditions as set out in this Agreement will apply
to all POS-related projects for specific services and/or products
to be provided to Sonic by AIG as agreed by the two parties.  In
addition, separate addenda to this Master Agreement will be
developed and executed by both parties, detailing timeframe,
costs, and other agreed upon information specific to the scope
and approach of each project phase.

                           ASSUMPTIONS

Within each addendum to this Master Agreement, assumptions used
by AIG to develop scheduling and pricing will be clearly stated,
with additional details about allocation of resources, assignment
of personnel, and other related matters to be outlined as
necessary.
                                
                      TERMS AND CONDITIONS
                                
    
    PROJECT MANAGEMENT
    Sonic agrees that it will provide a suitable Project Manager
    for each phase of this overall project to coordinate all
    related project activities.  Wes Jablonski, or any other
    person designated in writing by Sonic, will serve as the
    project's Executive Sponsor with overall responsibility for
    project implementation and direction within Sonic.

    AIG will also provide a Project Manager who will be Sonic's
    primary project contact and will present updated project
    status reports on a regular basis to the Sonic Project
    Manager and Executive Sponsor.  In addition, James Stepp
    will serve as AIG's Executive Sponsor for all ongoing
    projects within this Agreement's framework, with overall
    responsibility for coordination within AIG.
    
    OWNERSHIP

    For all work performed by AIG related to Sonic's POS system,
    Sonic and AIG agree that all of the tools, methods,
    techniques, software, and documentation owned by AIG at the
    beginning of this project will remain the sole property of
    AIG.  AIG hereby grants to Sonic a perpetual, world-wide,
    royalty-free, non-exclusive license under any and all rights
    AIG now has or later may have with regard to any and all of
    the methods, techniques, software and documentation used or
    incorporated in the work performed by AIG for Sonic under
    this Agreement.  Without limiting the foregoing provision,
    Sonic shall have the right to make, have made, use, sell,
    lease, offer for sale or lease, copy, reproduce, maintain,
    service, modify, prepare derivative works of, distribute to
    Sonic's employees and Sonic's franchisees, and display any
    of the methods, techniques, software and documentation used
    or incorporated in the work performed by AIG for Sonic under
    this Agreement.
    
    AIG acknowledges and agrees that all aspects of the Sonic
    Point-of-Sale System, as defined in the following paragraph,
    constitute the sole and exclusive property of Sonic and all
    updates, modifications, enhancements and improvements to the
    Sonic Point-of-Sale System developed by AIG and/or Sonic
    pursuant to this Agreement shall remain and shall become the
    sole and exclusive property of Sonic.  AIG shall keep, hold
    and safeguard the confidentiality of the information
    regarding the Point-of-Sale System it acquires pursuant to
    this Agreement and otherwise, including (without limitation)
    any updates, modifications, enhancements and improvements to
    the Point-of-Sale System developed by AIG and/or Sonic
    pursuant to this Agreement.  AIG shall not use the foregoing
    confidential information for any purpose other than to
    perform its obligations under this Agreement.

    For the purpose of this Agreement, the Sonic Point-of-Sale
    (POS) System is defined as the hardware, software and all
    intellectual property and property rights developed by
    Flight-Ware and purchased by Sonic from Flight-Ware for the
    operation of a point-of-sale system which allows a drive-in
    restaurant to receive and process customer orders through a
    speaker system connected to one or more switchboards,
    station monitors, and manager workstations, including
    (without limitation) all related source and object codes,
    copyrights, inventions, patents, documentation, training
    materials, and other proprietary information and
    intellectual property rights.

    AIG shall communicate with Sonic, or its representatives,
    any facts known to AIG regarding all updates, modifications,
    enhancements and improvements to the Sonic Point-of-Sale
    system and shall testify in any legal proceedings, sign all
    lawful papers, and execute all applications and all
    necessary assignment papers to cause the issuance and
    ownership of any and all updates, modifications,
    enhancements and improvements to the Sonic Point-of-Sale
    system pursuant to this Agreement to vest in Sonic.  In
    addition, AIG shall make all rightful oaths and generally do
    everything necessary or desirable to aid Sonic, its
    successors, and its assigns to obtain and enforce proper
    protection for the foregoing in the United States and its
    territorial possessions and in any and all foreign
    countries.  AIG shall provide the foregoing assistance at
    Sonic's expense but without any additional compensation to
    AIG.  AIG hereby waives and shall waive all moral rights
    relating to all updates, modifications, enhancements and
    improvements to the Sonic Point-of-Sale system pursuant to
    this Agreement, including (without limitation) any and all
    rights of identification or authorship and any and all
    rights of approval, restriction or limitation on use or
    subsequent modification of the foregoing.

    AIG shall notify Sonic in writing of any third-party
    software for which Sonic must obtain a license at Sonic's
    expense to use in connection with the Point-of-Sale system.
    AIG shall indemnify and hold Sonic harmless with respect to
    any claim, proceeding, action or cause of action initiated
    by any third party, except for Flight-Ware and those parties
    from whom AIG has notified Sonic in writing of the need to
    obtain a license as set forth above, based in whole or in
    part upon any products or services provided by AIG to Sonic
    under the terms of this Master Agreement.
    
    CONFIDENTIALITY

    AIG recognizes the confidential nature of Sonic's business
    plans and strategies and agrees to receive in confidence and
    treat these plans and strategies appropriately.  Likewise,
    AIG's tools, techniques, and proprietary documentation are
    important company assets which AIG considers to be
    confidential and proprietary.  Sonic agrees to receive and
    treat AIG materials, plans, and strategies in the same
    confidential manner as its own materials.

    AIG shall keep, hold and safeguard the confidentiality of
    the information regarding the Point-of-Sale system it
    acquires pursuant to this Agreement and otherwise, including
    (without limitation) any updates, modifications,
    enhancements, and improvements to the Point-of Sale system
    developed by AIG and/or Sonic pursuant to this Agreement.
    AIG shall receive Sonic's confidential information in
    confidence and shall not use the confidential information
    for any purpose other than to perform its obligations under
    this Agreement.

    Both companies agree that no confidential information will
    be released or disclosed to any persons other than Sonic's
    or AIG's employees or consultants who have a need to know.
    Both companies also agree to label confidential information
    as such before information is exchanged.
    
    LIMITATION OF LIABILITY

    In no event will AIG be liable for any damages, for any
    reason, beyond the total amount paid to AIG for any services
    performed within the scope of this Master Agreement and any
    subsequent addenda.  AIG disclaims any and all liability for
    special, incidental or consequential damages.  This
    disclaimer includes any loss of profit arising out of or
    related to any service provided under the terms of this
    Master Agreement or subsequent addenda.  This limitation of
    liability applies even if AIG was aware of the possibility
    of such damage.
    
    *HIRING OF PERSONNEL

    Sonic and its staff agree not to solicit, and will instruct
    their staff not to solicit, AIG staff members.  If Sonic
    hires any AIG staff person who works with Sonic on any
    activity related to this Master Agreement within twelve
    months of project completion, then Sonic agrees to
    compensate AIG in the amount of that staff member's annual
    salary, including benefits.  AIG agrees to be bound by the
    same terms regarding the hiring of Sonic's personnel.
    
    *RIGHTS AND REMEDIES

    The rights and remedies granted to AIG and Sonic are in
    addition to and not in lieu of any rights and remedies
    granted by law or in equity.  No action arising out of this
    Master Agreement, regardless of form, may be brought more
    than one year after the cause of action has accrued.
    
    *TAXES

    Sonic agrees to pay any applicable state, county, or local
    sales taxes or assessments and other applicable expenses
    related to activities, services, or products provided under
    the terms of any addenda to this Agreement.
    
    *ORIGIN OF AGREEMENT

    This Agreement will be deemed to be made in the State of
    Oklahoma.
    
    *RESOLUTION OF DISPUTES

    The following provisions shall apply to any controversy
    between AIG and Sonic (including any director, officer,
    employee, agent or affiliate of Sonic) and relating (a) to
    this Agreement (including any claim that any part of this
    Agreement is invalid, illegal or otherwise void or voidable)
    or (b) to Sonic's business activities with AIG whether or
    not related to this Agreement.

    (a) Arbitration.  The parties shall resolve the controversy
       by final and binding arbitration in accordance with the
       Rules for Commercial Arbitration (the "Rules") of the
       American Arbitration Association in effect at the time of
       the execution of this Agreement and pursuant to the
       following additional provisions:

       (1) Applicable Law.  The Federal Arbitration Act (the
         "Federal Act"), as supplemented by the Oklahoma
         Arbitration Act (to the extent not inconsistent with
         the Federal Act), shall apply to the arbitration and
         all procedural matters relating to the arbitration.

       (2) Selection of Arbitrators.  The parties shall select
         one arbitrator within 10 days after the filing of a
         demand and submission in accordance with the Rules.  An
         individual with experience in handling disputes in
         software licensing matters shall serve as the
         arbitrator.  If the parties fail to agree on an
         arbitrator within that 10-day period or fail to agree
         to an extension of that period, the arbitration shall
         take place before an arbitrator (with the experience
         described above) selected in accordance with the Rules.

       (3) Location of Arbitration.  The arbitration shall take
         place in Oklahoma City, Oklahoma, and the arbitrator
         shall issue any award at the place or arbitration.  The
         arbitrator may conduct hearings and meetings at any
         other place agreeable to the parties or, upon the
         motion of a party, determined by the arbitrator as
         necessary to obtain significant testimony or evidence.

       (4) Discovery.  The arbitrator shall have the power to
         authorize all forms of discovery (including
         depositions, interrogatories and document production)
         upon the showing of (a) a specific need for the
         discovery, (b) that the discovery likely will lead to
         material evidence needed to resolve the controversy,
         and (c) that the scope, timing and cost of the
         discovery is not excessive.

       (5) Authority of Arbitrator.  The arbitrator shall not
         have the power (a) to alter, modify, amend, add to, or
         subtract from any term or provision of this Agreement
         or (b) to grant interim injunctive relief prior to the
         award.

       (6) Enforcement of Award.  The prevailing party shall have
         the right to enter the award of the arbitrator in any
         court having jurisdiction over one or more of the
         parties or their assets.  The parties specifically
         waive any right they may have to apply to any court for
         relief from the provisions of this Agreement or from
         any decision of the arbitrator made prior to the award.

    (b) Attorneys' Fees and Costs.  The arbitrators may award
       reasonable attorneys' fees to the prevailing party as an
       element of the cost of arbitration.
    
    *WARRANTY

    Full details about any warranties, if applicable, that AIG
    may offer for services or products provided to Sonic for
    projects related to this Master Agreement will be detailed
    in its addenda.
    
    *INTEGRATION CLAUSE

    This Agreement and the subsequent addenda to this Agreement
    entered into by the parties shall constitute the entire
    Agreement of the parties and shall supersede all other
    written and oral statements relating to the subject matter
    of this Agreement and subsequent addenda.

This Agreement will be in effect for a minimum of ninety days
from the effective date of signature and shall continue in effect
after the initial ninety-day period unless either party cancels
the Agreement by notifying the other in writing sixty days prior
to the date of the cancellation.  Any project which has begun
pursuant to an addendum to this Agreement will continue under the
terms of this Agreement even if such cancellation has occurred.

The "Effective Date" of this Agreement shall be the later of the
dates shown below.  The responsibilities for payment of fees, all
limitations of liability, all terms regarding ownership of
products and techniques, the rights and remedies clause,
resolutions of disputes, and the restrictions regarding
confidentiality shall survive the expiration or cancellation of
this Master Agreement.

Detailed addenda containing pricing, timeframe, and
specifications for future projects are anticipated to be drafted
by both parties and to reference this document and become part of
it.

Sonic and AIG agree and acknowledge that they have read this
Master Agreement, understand it, and that they shall be bound by
its terms and conditions.
    
Applied                            Sonic      
Intelligence                        Corp.
 Group, Inc.

Signature: /S/James R. Stepp       Signature:  /S/Wes Jabloski

Name:    James R. Stepp            Name:       Wes Jabloski
Title:   VP Sales &                Title:      VP Technology Services
         Marketing                           
Date:    7/3/96                   Date:       8/1/96