Compensation of Directors


Each director who is not an officer of the Company receives a fee of
$1,500 for each Board meeting attended. Directors are not compensated for
attending committee meetings.  Further, all directors participate in the
Company's Stock Option Plan and are awarded non-qualified stock options
for 5,000 shares of Common Stock, at the prevailing market prices each
year, for service on the Board of Directors.




Significant Employees




A brief description of the business experience, age and position of certain
significant employees of the Company and its subsidiaries who are not also
directors is provided below.


William C. Doolittle, 46, is Vice President of Sales and Marketing of Canmax
Retail Systems Inc. and has served in that capacity since October 1996.
Prior to joining the company, he held several sales and marketing positions
at PHH Corporation over 17 years, including Director of Sales / Account
Management and Vice President of Client Relations.  Immediately prior to
joining the Company, he was the Director of Strategic Accounts for PHH
Vehicle Management Services.


Ivor J. Flannery, 38, is Vice President of Advanced Research of Canmax
Retail Systems Inc. and has served in that capacity since January 1989.
Mr. Flannery joined the Company in 1983 and has held positions of
increasing responsibility.  Prior to joining the Company he was an Advanced
Systems Engineer for a software development company which developed point
of sale systems for the retail petroleum industry.


Lynn G. Chianese, 36, is Vice President of Customer Service for Canmax
Retail Systems Inc. and has served in that capacity since April 1993.
Ms. Chianese joined the Company in September 1986 and has held positions
of increasing responsibility.  Prior to joining the Company, she was the
Operations Manager for Darnell / Darcor, an international manufacturing
company.


Richard Stephens, 43, is Vice President of Development of Canmax Retail
Systems Inc. and has served in that capacity since April 1995.  Previously,
he spent 7 years with the Wayne Division of Dresser Industries Inc., a
manufacturer of fuel dispensing equipment, as Manager - Systems Software,
responsible for developing point of sale systems and applications.