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                              SECURITY AGREEMENT

DATE:  
         December 15, 1997
DEBTOR: 

         Canmax, Inc. and Canmax Retail Systems, Inc. (hereinafter jointly and 
         collectively called "Debtor").

DEBTOR'S MAILING ADDRESS (INCLUDING COUNTY):

         150 W. Carpenter Freeway
         Irving, TX 75037

SECURED PARTY:

               Founders Equity Group, Inc.
               Agent on behalf of:
               Founders Equity Group, Inc. and 
               Founders Mezzanine Investors III, LLC

SECURED PARTY'S MAILING ADDRESS (INCLUDING COUNTY):

               c/o Founders Equity Group, Inc.
               2602 McKinney Avenue, Suite 220
               Dallas, Texas 75

CLASSIFICATION OF COLLATERAL:  Accounts, contract rights, property, equipment, 
inventory, general intangibles, instruments, deposit accounts, chattel paper and
all other assets.

COLLATERAL (INCLUDING ALL ACCESSIONS):  Accounts, contract rights, property, 
equipment, inventory, general intangibles, instruments, deposit accounts, 
chattel paper and all other assets. 

     a)   All attachments, accessions accessories, tools, parts supplies, 
          increases, and additions to and all replacements of and substitutions
          for any property described above.

     b)   All products and produce of any of the property described in this 
          Collateral section.

     c)   All accounts, contracts rights, general intangibles, instruments, 
          rents, monies, payments, and all other rights, arising out of a sale,
          lease, or other disposition of any of the property described in this 
          Collateral section.

     d)   All proceeds (including insurance proceeds) from the sale, 
          destruction, loss, or other deposition of any of the property 
          described in this Collateral section.

OBLIGATION:  Senior Secured Convertible Debentures issued pursuant to that 
certain Convertible Loan Agreement dated December 15, 1997 ("Loan Agreement"),
and all other indebtedness, liabilities and obligations of the Debtor to the 
Secured Party now owing or hereinafter incurred.

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                          SECURITY AGREEMENT - PAGE 1

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DATE:                                  December 15, 1997

AMOUNT:                                $500,000

MAKER:                                 The Debtor 

PAYEE:                                 The Secured Party

FINAL MATURITY DATE:                   January 1, 1999

TERMS OF PAYMENT (OPTIONAL):           As therein provided

Debtor grants to Secured Party a security interest in the Collateral and all 
its proceeds to secure payment and performance of Debtor's Obligation and all 
renewals and extensions of any of the Obligation.

DEBTOR'S WARRANTIES:

1.   OWNERSHIP.  Debtor owns the Collateral and has the authority to grant 
     this security interest.  

2.   FINANCIAL STATEMENTS.  All information about Debtor's financial condition 
     provided to Secured Party was accurate when submitted, as will be any 
     information subsequently provided.

DEBTOR'S COVENANTS:

1.   PROTECTION OF COLLATERAL.  Debtor will defend the Collateral against all 
     claims and demands adverse to Secured Party's interest in it and will keep
     it free from all liens except those for taxes not yet due and from all 
     security interests except this one and Permitted Liens as defined Loan 
     Agreement.  The Collateral will remain in Debtor's possession or control 
     at all times, except as otherwise provided in this agreement.  Debtor will
     maintain the Collateral in good condition and protect it against misuse, 
     abuse, waste and deterioration except for ordinary wear and tear 
     resulting from its intended use.

2.   INSURANCE.  Debtor, in the ordinary course of business, will insure the 
     Collateral in accord with Secured Party's reasonable requirements.

3.   SECURED PARTY'S COSTS.  Debtor will pay all expenses incurred by Secured 
     Party in obtaining, preserving, perfecting, defending and enforcing this
     security interest or the Collateral and in collecting or enforcing the 
     Obligation.  Expenses for which Debtor is liable include, but are not 
     limited to, taxes, assessments, reasonable attorney's fees, and other 
     legal expenses.  These expenses will bear interest from the dates of 
     payments at the highest rate stated in notes that are part of the 
     Obligation, and Debtor will pay Secured Party this interest on demand at
     a time and place reasonably specified by Secured Party.  These expenses 
     and interest will be part of the Obligation and will be recovered as such
     in all respects.

4.   ADDITIONAL DOCUMENTS.  Debtor will sign any papers that Secured Party 
     considers necessary to obtain, maintain, and perfect this security interest
     or to comply with any relevant law.

5.   NOTICE OF CHANGES.  Debtor will immediately notify Secured Party of any 
     material change in the Collateral other than in the ordinary course of 
     business; change in Debtor's name, address, or location; change in any 
     matter warranted or represented in this agreement; change that may affect
     this security interest; and any event of default.

6.   USE AND REMOVAL OF COLLATERAL.  Debtor will use the Collateral primarily 
     according to the stated classification 

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                          SECURITY AGREEMENT - PAGE 2

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     unless Secured Party consents otherwise in writing.  Debtor will not to 
     become an accession to any goods, to be commingled with other goods, or to
     become a fixture, accession, or part of a product or mass with other goods
     except as expressly provided in this agreement or in the ordinary course 
     of business.

7.   SALE.  Debtor will not sell, transfer, or encumber any of the Collateral 
     without the prior written consent of Secured Party other than in the 
     ordinary course of business except the Debtor may sell, transfer or 
     encumber Collateral secured by Permitted Liens.

8.   Debtor agrees not to commingle the Rights to Payment, proceeds or 
     collections thereunder with other property.

9.   Debtor agrees, with regard to the Collateral and proceeds, from time to 
     time when reasonably requested by Secured Party, to prepare and deliver a
     schedule of all Collateral and proceeds subject to this agreement and to
     assign in writing and deliver to secured party all accounts, contracts, 
     leases and other chattel paper, instruments, documents and other evidences
     thereof.

10.  Debtor agrees with regard to the Collateral and proceeds in the event 
     Secured Party elects to receive payments of rights to payment or proceeds
     hereunder, to pay all reasonable expenses incurred by secured party in 
     connection therewith, including reasonable expenses of accounting, 
     correspondence, collection efforts, reporting to account or contract 
     debtors, filing, recording, record keeping and expenses incidental thereto.

RIGHTS AND REMEDIES OF SECURED PARTY:

1.   GENERALLY.  Secured Party may exercise the following rights and remedies 
     after the occurrence and continuance of an Event of Default:

     a)   take control of any proceeds of the Collateral;

     b)   release any Collateral in Secured Party's possession to any debtor, 
          temporarily or otherwise;

     c)   take control of any funds generated by the Collateral, such as refunds
          from and proceeds of insurance, and reduce any part of the Obligation
          accordingly or permit Debtor to use such funds to repair or replace 
          damaged or destroyed Collateral covered by insurance; and

     d)   demand, collect, convert, redeem, settle, compromise, receipt for, 
          realize on, adjust, sue for, and foreclose on the Collateral as 
          Secured Party desires. 

     e)   exercise any of the other remedies available to the Secured Party 
          under the Loan Agreement.

2.   INSURANCE. If Debtor fails to maintain insurance as required by this 
     agreement or otherwise by Secured Party, then after written notice to 
     Debtor, Secured Party may purchase single-interest insurance coverage up
     to the replacement value of the Collateral that is insurable that will 
     protect only Secured Party.  If Secured Party purchases this insurance, 
     its premiums will become part of the Obligation.

EVENTS OF DEFAULT:  Each of the following conditions is an Event of Default if
not cured within an applicable cure period:

1.   if Debtor defaults in timely payment or performance of any obligation, 
     covenant, or liability in any written agreement between Debtor and Secured
     Party or in any other transaction secured by this agreement;

2.   if any warranty, covenant or representation made to Secured Party by or 
     on behalf of Debtor proves to have 

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                          SECURITY AGREEMENT - PAGE 3

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     been false in any material respect when made;

3.   if a receiver is appointed for Debtor or any of the Collateral;

4.   if any financing statement regarding the Collateral but not related to 
     this security interest and not favoring Secured Party is filed other than
     financing statements for the purpose of noticing Permitted Liens;

5.   if any lien, other than Permitted Liens, attaches to any of the Collateral;

6.   if any material amount of the Collateral is lost, stolen, damaged, or 
     destroyed, unless it is promptly replaced with Collateral of like quality
     or restored to its former condition.

7.   Secured party, in good faith, believes that any or all of the Collateral 
     and/or proceeds to be danger of misuse, dissipation, commingling, loss, 
     theft, damage or destruction, or otherwise in jeopardy or unsatisfactory
     in character or value.

8.   An Event of Default shall occur and be continuing under the Loan Agreement.

REMEDIES OF SECURED PARTY ON DEFAULT: 

1.   During the existence or any Event of Default and subject to any applicable
     cure periods, Secured Party may declare the unpaid principal and earned 
     interest of the Obligation immediately due in whole or part, enforce the 
     Obligation, and exercise any rights and remedies granted by the Uniform 
     Commercial Code or by this agreement, including the following:

     a)   require Debtor to deliver to Secured Party all books and records 
          relating to the Collateral;

     b)   require Debtor to assemble the Collateral and make it available to 
          Secured Party at a place reasonably convenient to both parties;

     c)   take possession of any of the Collateral and for this purpose enter 
          any premises where it is located if this can be done without breach
          of the peace;

     d)   sell, lease, or otherwise dispose of any of the Collateral in accord
          with the rights, remedies, and duties of a secured party under 
          chapters 2 and 9 of the Texas Uniform Commercial Code after notice as
          required by those chapters; unless the Collateral threatens to decline
          speedily in value, is perishable, or would typically be sold on a 
          recognized market, Secured Party will give Debtor reasonable notice 
          of any public sale of the Collateral or of a time after which it may
          be otherwise disposed of without further notice to Debtor; in this 
          event, notice will be deemed reasonable if it is mailed, postage 
          prepaid, to Debtor at the address specified in this agreement at least
          ten days before any public sale or ten days before the time when the
          Collateral may be otherwise disposed of without further notice to 
          Debtor; in this event, notice will be deemed reasonable if it is 
          mailed, postage prepaid, to Debtor at the address specified in this 
          agreement at least ten days before any private sale or ten days 
          before any public sale or ten days before time when the Collateral 
          may be otherwise disposed of without further notice to Debtor;

     e)   surrender any insurance policies covering the Collateral and receive 
          the unearned premium;

     f)   apply any proceeds from disposition of the Collateral after default 
          in the manner specified in chapter 9 of the Uniform Commercial Code,
          including payment of Secured Party's reasonable attorney's fees and 
          court expenses; and


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                          SECURITY AGREEMENT - PAGE 4

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     g)   if disposition of the Collateral leaves the Obligation unsatisfied, 
          collect the deficiency from Debtor.

GENERAL PROVISIONS 

1.   PARTIES BOUND. Secured Party's rights under this agreement shall inure to 
     the benefit of its successors and assigns.  Assignment of any part of the
     Obligation and delivery by Secured Party of any part of the Collateral will
     fully discharge Secured Party from responsibility for that part of the 
     Collateral.  If Debtor is more than one, all their representations, 
     warranties, and agreements are joint and several.  Debtor's obligations 
     under this agreement shall bind Debtor's personal representatives, 
     successors, and assigns.

2.   WAIVER.  Neither delay in exercise nor partial exercise of any Secured 
     Party's remedies or rights shall waive further exercise of those remedies
     or rights.  Secured Party's failure to exercise remedies or rights does
     not waive subsequent exercise of those remedies or rights.  Secured 
     Party's waiver of any default does not waive further default.  Secured 
     Party's waiver of any right in this agreement or of any default is binding
     only if it is in writing.  Secured Party may remedy any default without 
     waiving it.

3.   REIMBURSEMENT.  If Debtor fails to perform any of Debtor's obligations, 
     Secured Party may perform those obligations and be reimbursed by Debtor on
     demand at the place where the note is payable for any sums so paid, 
     including attorney's fees and other legal expenses, plus interest on those
     sums from the dates of payment at the rate stated in the note for matured,
     unpaid amounts.  The sum to be reimbursed shall be secured by this security
     agreement.

4.   INTEREST RATE.  Interest included in the Obligation shall not exceed the 
     maximum amount of nonusurious interest that may be contracted for, taken,
     reserved, charged, or received under law; any interest in excess of that 
     maximum amount shall be credited to the principal of the obligation or, 
     if that has been paid, refunded.  On any acceleration or required or 
     permitted prepayment of the Obligation, any such excess shall be canceled
     automatically as of the acceleration or prepayment or, if already paid, 
     credited on the principal amount of the Obligation or, if the principal
     amount has been paid or refunded.  This provision overrides other 
     provisions in this and all other instruments concerning the Obligation.

5.   MODIFICATIONS.  No provisions of this agreement shall be modified or 
     limited except by written agreement.

6.   SEVERABILITY.  The unenforceability of any provision of this agreement will
     not effect the enforceability or validity of any other provision.

7.   AFTER-ACQUIRED CONSUMER GOODS.  This security interest shall attach to 
     after-acquired consumer goods only to the extent permitted by law.

8.   APPLICABLE LAW.  This agreement will be construed according to Texas laws.

9.   PLACE OF PERFORMANCE.  This agreement is to be performed in the county of
     Secured Party's mailing address.

10.  FINANCING STATEMENT.  A carbon, photographic, or other reproduction of this
     agreement or any financing statement covering the Collateral is sufficient
     as a financing statement.


11.  PRESUMPTION OF TRUTH AND VALIDITY.  If the Collateral is sold after 
     default, recitals in the bill of sale or transfer will be prima facie 
     evidence of their truth, and all prerequisites to the sale specified by 
     this agreement and by the Texas Uniform Commercial Code will be presumed
     satisfied.

12.  SINGULAR AND PLURAL.  When the context requires, singular nouns and 
     pronouns include the plural.

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                          SECURITY AGREEMENT - PAGE 5

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13.  CUMULATIVE REMEDIES.  Foreclosure of this security interest by suit does 
     not limit Secured Party's remedies, including the right to sell the 
     Collateral under the terms of this agreement.  All remedies of Secured 
     Party may be exercised at the same or different times, and no remedy shall
     be a defense to any other.  Secured Party's rights and remedies include 
     all those granted by law or otherwise, in addition to those specified in 
     this agreement.







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                          SECURITY AGREEMENT - PAGE 6

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14.  AGENCY.  Debtor's appointment of Secured Party as Debtor's agent is coupled
     with an interest and will survive any disability of Debtor.


Secured Party:
Agent on behalf of Secured Party


------------------------------------
Founder Equity Group, Inc.
By:
Title:



Debtor:
Canmax, Inc.

/s/ Roger Bryant
------------------------------------
Roger Bryant
CEO



Canmax Retail Systems, Inc.

/s/ Roger Bryant
------------------------------------
Roger Bryant
CEO



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                          SECURITY AGREEMENT - PAGE 7