PURSUANT TO ITEM 601 (b)(2) OF REGULATION S-K, THIS EXHIBIT OMITS
CERTAIN NONMATERIAL SCHEDULES AND EXHIBITS COMPRISING A PART OF
ORIGINAL DOCUMENT.  EACH OF THE SCHEDULES LISTED ON PAGE (iv)
AND EACH OF THE EXHIBITS LISTED ON PAGE (v) HEREOF HAVE BEEN 
OMITTED.  THE COMPANY AGREES TO SUPPLEMENTALLY FURNISH A COPY 
OF ANY OF THE OMITTED ITEMS TO THE SECURITIES AND EXCHANGE 
COMMISSION UPON REQUEST.



                  AGREEMENT AND PLAN OF MERGER
                                
                          by and among
                                
                           CANMAX INC.
                     (a Wyoming corporation)
                                
                               and
                                
                      CNMX MERGERSUB, INC.
                    (a Delaware corporation)
                                
                               and
                                
                 USCOMMUNICATION SERVICES, INC.
                    (a Delaware corporation)









                           Dated as of

                        January 30, 1998

<PAGE>

                        TABLE OF CONTENTS

                                                             Page
                                                                 
ARTICLE 1.  CLOSING; DEFINITIONS................................1
     1.1.    Closing............................................1
     1.2.    Definitions........................................1

ARTICLE 2.  EFFECT OF MERGER AND CONSIDERATION TO BE RECEIVED
            BY THE SHAREHOLDERS AT CLOSING......................7
     2.1.    Effect of Merger...................................7
     2.2.    Description of Consideration.......................7
     2.3.    Categories of Stock................................7
     2.4.    Escrow Account.....................................7
     2.5     Exchange Requirements..............................8
     2.6.    Dividends..........................................8
     2.7.    Return of Canmax Common............................9
     2.8.    No Further Ownership Rights in Common Stock........9
     2.9.    Closing of USC Transfer Books......................9
     2.10.   Dissenters' Rights.................................9
     2.11.   Further Assurances.................................9

ARTICLE 3.  REPRESENTATIONS AND WARRANTIES.....................10
     3.1     Representations and Warranties of USC.............10
           3.1.1.   Authorization, etc. .......................10
           3.1.2.   Corporate Status...........................10
           3.1.3.   No Conflicts, etc. ........................11
           3.1.4.   Financial Statements.......................12
           3.1.5.   Absence of Undisclosed Liabilities.........12
           3.1.6.   Taxes......................................12
           3.1.7.   Absence of Changes.........................13
           3.1.8.   Litigation.................................14
           3.1.9.   Compliance with Laws; Governmental
                      Approvals and Consents; Governmental
                      Contracts................................14
           3.1.10.  Operation of the Business..................14
           3.1.11.  Assets.....................................15
           3.1.12.  Contracts..................................15
           3.1.13.  Territorial Restrictions...................16
           3.1.14.  Inventories................................16
           3.1.15.  Customers..................................16
           3.1.16.  Suppliers..................................17
           3.1.17.  Intellectual Property......................18
           3.1.18.  Insurance..................................18
           3.1.19.  Real Property..............................18
           3.1.20.  Environmental Matters......................18
           3.1.21.  Employees, Labor Matters, etc..............18
           3.1.22.  Employee Benefit Plans.....................19
           3.1.23.  Confidentiality............................19
           3.1.24.  Records....................................19
           3.1.25.  Brokers, Finders, etc......................19
           3.1.26.  Receivables................................19
           3.1.27.  Backlog....................................20

                               (i)

<PAGE>

           3.1.28.  Liabilities to Affiliates..................20
           3.1.29.  Bank Accounts..............................20
           3.1.30.  Disclosure.................................20
     3.2. Representations and Warranties of CMI................20
           3.2.1.   Corporate Status; Authorization, etc.......20
           3.2.2.   No Conflicts, etc..........................21
           3.2.3.   Litigation.................................21
           3.2.4.   Brokers, Finders, etc......................21
           3.2.5    Exchange Act Reports.......................21
           3.2.6.   Securities to be Issued....................21
           3.2.7.   Consents...................................21
     3.3. Representations and Warranties of Trustee............22
           3.3.1.   Authorization, etc.........................22
           3.3.2.   Organization of Voting Trust...............22
           3.3.3.   Ownership of USC Shares....................22
           3.3.4.   Investment Intent..........................22
           3.3.5.   Notices of Withdrawal......................22

ARTICLE 4.     COVENANTS.......................................22
     4.1. Covenants of USC.....................................22
           4.1.1.   Conduct of Business........................22
           4.1.2.   No Solicitation............................22
           4.1.3.   Access and Information.....................23
           4.1.4.   Additional Financial Statements............24
           4.1.5.   Public Announcements.......................24
           4.1.6.   Further Actions............................24
           4.1.7.   Delivery of Audited Financial Statements...25
     4.2. Covenants of Canmax and CMI..........................25
           4.2.1.   Public Announcements.......................25
           4.2.2.   Access.....................................25
           4.2.3.   Further Actions............................25
           4.2.4.   Further Assurances.........................25

ARTICLE 5.     ADDITIONAL AGREEMENTS...........................25
     5.1. Shareholder Approvals................................25
     5.2. Compliance with the Securities Act...................26
     5.3. Listing of Merger Shares.............................26
     5.4. HSR Act Filings......................................26
     5.5. Termination of Affiliate Agreements..................26
     5.6. Covenant Regarding Trust.............................26
     5.7. Appointment of Director..............................26

ARTICLE 6.     CONDITIONS PRECEDENT............................27
     6.1. Conditions to Obligations of Each Party..............27
     6.2. Conditions to Obligations of Canmax and CMI..........27
           6.2.1.   Representations............................27
           6.2.2.   Covenants..................................27
           6.2.3.   Consents...................................27
           6.2.4.   No Material Adverse Effect.................28
           6.2.5.   Opinion of Counsel.........................28
           6.2.6.   Required USC Vote..........................28
           6.2.7.   Corporate Documents........................28
           6.2.8.   Accredited Investor Letter.................28

                              (ii)

<PAGE>

           6.2.9.   Non-Competition Agreement;
                      Employment Contract......................28
           6.2.10.  Employees..................................28
           6.2.11.  Bank Accounts..............................28
           6.2.12.  Officers and Directors.....................29
           6.2.13.  Resignation and Withdrawal of Trustee......29
           6.2.14.  Convertible Instruments....................29
     6.3. Conditions to Obligations of USC.....................29
           6.3.1.   Representations............................29
           6.3.2.   Covenants..................................29
           6.3.3.   Required USC Vote..........................29
           6.3.4.   Opinion of Counsel.........................29
           6.3.5.   Corporate Documents........................29
           6.3.6.   Consents and Approvals.....................30
           6.3.7.   Non-Competition Agreement and
                      Employment Contract......................30

ARTICLE 7.     ALLOCATION AND TAX ADVICE.......................30
     7.1. Allocation...........................................30
     7.2. Tax Advice...........................................30

ARTICLE 8.     ESCROW AGREEMENT AND RELATED PROVISIONS.........30
     8.1. Escrow Agreement.....................................30
     8.2. Indemnification Procedure............................31
     8.3. Shareholders Representative..........................32

ARTICLE 9.     TERMINATION.....................................32
     9.1. Termination..........................................32
     9.2. Effect of Termination................................33

ARTICLE 10.    MISCELLANEOUS...................................33
     10.1.  Expenses...........................................33
     10.2.  Severability.......................................33
     10.3.  Notices............................................33
     10.4.  Headings...........................................34
     10.5.  Entire Agreement...................................34
     10.6.  Counterparts.......................................35
     10.7.  Governing Law, etc.................................35
     10.8.  Binding Effect.....................................35
     10.9.  Assignment.........................................35
     10.10. No Third Party Beneficiaries.......................35
     10.11. Amendment; Waiver, etc.............................35


                              (iii)

<PAGE>

                            SCHEDULES


List of Subsidiaries............................Schedule 3.1.2(a)

Jurisdictions of Business.......................Schedule 3.1.2(b)

List of Shareholders and Outstanding Shares
  of Subsidiaries...............................Schedule 3.1.2(e)

Exceptions to No Conflicts......................Schedule 3.1.3

Taxes...........................................Schedule 3.1.6(a)

Conduct of Business Outside the Ordinary
  Course of Business............................Schedule 3.1.7

Exceptions to Compliance with Applicable Laws...Schedule 3.1.9(a)

Government Approvals and Other Consents.........Schedule 3.1.9(b)

Contracts with Governmental Authorities.........Schedule 3.1.9(c)

Operation of the Business.......................Schedule 3.1.10

Title and Liens Against Assets
  (Other than Permitted Liens)..................Schedule 3.1.11

Contracts, Agreements, Commitments,
  Instruments and Arrangements..................Schedule 3.1.12(a)

Territorial Restrictions........................Schedule 3.1.13

Unusable and/or Unsalable Inventories...........Schedule 3.1.14

Customers.......................................Schedule 3.1.15

Suppliers.......................................Schedule 3.1.16

Intellectual Property...........................Schedule 3.1.17(a)

Intellectual Property Transfer Exceptions.......Schedule 3.1.17(b)

Insurance Policies..............................Schedule 3.1.18

Leases, including, Address, Landlord
  and Tenant....................................Schedule 3.1.19(b)

Receivables as of the Cut-Off Date..............Schedule 3.1.26

Backlog.........................................Schedule 3.1.27

Liabilities to Officers, Directors,
  Shareholders or Affiliates....................Schedule 3.1.28

Bank Accounts and Safe Deposit Boxes
  Including Persons Authorized on Each..........Schedule 3.1.29


                              (iv)


<PAGE>

                            EXHIBITS



Exhibit A -    Accredited Investor Letter

Exhibit B -    Escrow Agreement

Exhibit C -    Non-Competition Agreement

Exhibit D -    Employment Contract









                               (v)


<PAGE>



                  AGREEMENT AND PLAN OF MERGER


     THIS AGREEMENT AND PLAN OF MERGER (together with the
Exhibits and Schedules hereto, the "Agreement"), is executed to
be effective as of January 30, 1998, by and among CANMAX
INC., a Wyoming corporation ("Canmax"), CNMX MERGERSUB, INC., 
a Delaware corporation ("CMI"), and USCOMMUNICATION SERVICES, 
INC., a Delaware corporation ("USC") formerly known as 
Nationwide Transportation Products, Inc., Delia O'Donnell, as
trustee (in such capacity, the "Trustee") of the trust (the 
"Trust") created under the Voting Trust Agreement of Nationwide 
Transportation Products, Inc. made as of May 1, 1997, as 
amended by the First Amendment to Voting Trust Agreement dated
December 1, 1997 and Delia O'Donnell, individually ("Founder").

                      W I T N E S S E T H:

     WHEREAS, the respective Boards of Directors of Canmax, CMI
and USC have approved a plan of reorganization which contemplates
the merger of USC with and into CMI (the "Merger"), pursuant to
which the outstanding shares of capital stock of USC will be
converted into shares of no par value common stock of Canmax
("Canmax Common") and warrants to acquire shares of Canmax
Common;

     WHEREAS, the parties hereto desire to enter into this
Agreement for the purpose of setting forth certain
representations, warranties, covenants and agreements by and
among the parties and to set forth the terms and conditions of
the Merger; and

     NOW, THEREFORE, in consideration of the premises and the
mutual covenants and promises herein contained, and on the terms
and subject to the conditions herein set forth, the parties
hereto agree as follows:

ARTICLE 1.   CLOSING; DEFINITIONS

     1.1. CLOSING.  The closing for the transactions contemplated
by this Agreement (the "Closing") shall take place at the offices
of Arter & Hadden LLP, 1717 Main Street, Suite 4100, Dallas,
Texas 75201, on a date (the "Closing Date") selected by Canmax
within five (5) Business Days of the satisfaction or waiver of
all conditions precedent set forth in Article 6 hereof and
communicated to USC not later than two (2) Business Days
immediately prior thereto.  The Certificate of Merger shall be
filed with the appropriate authorities in the State of Delaware
on or as soon as practicable after the Closing Date.
     
     1.2. DEFINITIONS.  The terms defined in this Section 1.2,
whenever used in this Agreement (including the Schedules), shall
have the respective meanings indicated below for all purposes of
this Agreement.  All references herein to a Section, Article or
Schedule are to a Section, Article or Schedule of or to this
Agreement, unless otherwise indicated.

          Accredited Investor Letter:  the Accredited Investor
     Letter in the form of Exhibit A hereto, to be executed and
     delivered by the Trustee and the Founder at the Closing.


                               -1-

<PAGE>


          Affiliate:  of a Person means a Person that directly or
     indirectly, through one or more intermediaries, controls, is
     controlled by, or is under common control with, the first
     Person. "Control" (including the terms "controlled by" and
     "under common control with") means the possession, directly
     or indirectly, of the power to direct or cause the direction
     of the management policies of a person, whether through the
     ownership of voting securities, by contract or credit
     arrangement, as trustee or executor, or otherwise.

          Agreement:  as defined in the Preamble to this
     Agreement.

          Applicable Law:  all applicable provisions of all (i)
     constitutions, treaties, statutes, laws (including the
     common law), rules, regulations, ordinances, codes or orders
     of any Governmental Authority, (ii) Governmental Approvals
     and (iii) orders, decisions, injunctions, judgments, awards
     and decrees of or agreements with any Governmental
     Authority.

          Beneficiary:  as defined in Section 3.3.2.

          Bernet:  James C. Bernet, the President of USC.

          Business Day:  a day other than a Saturday, Sunday or
     other day on which commercial banks in New York City are
     authorized or required to close.

          Canmax:  as defined in the Preamble of this Agreement.

          Canmax's Accountants:  Ernst & Young, LLP.

          Canmax Common:  as defined in the Recitals to this
     Agreement.

          Canmax Materials:  Canmax's annual report on Form 10-K
     for the period ended October 31, 1996, Canmax's quarterly
     reports on Form 10-Q for the periods ended January 31, 1997,
     April 30, 1997 and July 31, 1997 and Canmax's registration
     statement on Form S-3 (file no. 333-33523) declared
     effective by the SEC on November 26, 1997.

          Certificate of Merger:  the certificate of merger to be
     filed with the appropriate authorities in the State of
     Delaware, which is required to effect the Merger in
     accordance with the Applicable Law of Delaware.

          Certificate:  as defined in Section 2.5.

          Closing:  as defined in Section 1.1.

          Closing Date:  as defined in Section 1.1.

          CMI:  as defined in the Preamble of this Agreement.

          Code:  the Internal Revenue Code of 1986, as amended.


                               -2-

<PAGE>

          Consent:  any consent, approval, authorization, waiver,
     permit, grant, franchise, concession, agreement, license,
     exemption or order of, registration, certificate,
     declaration or filing with, or report or notice to, any
     Person, including but not limited to any Governmental
     Authority.

          Contingent Amount:  as defined in Section 2.3.

          Contract:  as defined in Section 3.1.12(a).

          Conversion Amount:  as defined in Section 2.3.

          Covered Returns:  as defined in Section 3.1.6(a).

          Covered Taxes:  as defined in Section 3.1.6(a).

          Cut-off Date:  December 31, 1997.

          Cut-off Date Balance Sheet:  as defined in
     Section 3.1.5.

          Damages:  any and all losses, claims, obligations,
     demands, assessments, penalties, liabilities, costs,
     damages, expenses (including attorneys' fees and expenses
     and reasonable costs of settlement) whether fixed or
     contingent, suffered or incurred by a Person, without regard
     to the timing of any payment or performance.

          Effective Time:  the date and time at which the filing
     of the Certificate of Merger in the State of Delaware has
     occurred in the manner required to cause the Merger to
     become effective under Applicable Law in Delaware.

          Employee:  as defined in Section 3.1.22.

          Employee Benefit Plan:  as defined in Section 3.1.22.

          Environmental Laws:  all Applicable Law relating to the
     protection of the environment, to human health and safety,
     or to any emission, discharge, generation, processing,
     storage, holding, abatement, existence, release, threatened
     release or transportation of any hazardous substances,
     including, without limitation, (i) the Comprehensive
     Environmental Response, Compensation and Liability Act, the
     Resource Conservation and Recovery Act, and the Occupational
     Safety and Health Act, (ii) all other requirements
     pertaining to reporting, licensing, permitting,
     investigation or remediation of emissions, discharges,
     releases or threatened releases of hazardous materials into
     the air, surface water, ground water or land, or relating to
     the manufacture, processing, distribution, use, sale,
     treatment, receipt, storage, disposal, transport or handling
     of hazardous substances, and (iii) all other requirements
     pertaining to the protection of the health and safety of
     employees or the public.

          ERISA:  the Employee Retirement Income Security Act of
     1974, as amended.


                               -3-


<PAGE>

          Escrow Account:  the separate accounts or funds
     maintained by the Escrow Agent pursuant to the Escrow
     Agreement for purposes of holding and administering (i) the
     Canmax Common comprising the Contingent Amount, and (ii)
     cash for purposes of purchasing fractional shares of Canmax
     Common and any other amounts that may be contained therein
     from time to time, as required by Section 2.5.

          Escrow Agent:  the bank or trust company selected to
     administer the Escrow Agreement, as contemplated by
     Section 8.1.

          Escrow Agreement:  the Escrow Agreement among the
     Escrow Agent, the Shareholders Representative, Canmax and
     CMI, in the form of Exhibit B hereto.

          Exchange Act:  the Securities Exchange Act of 1934, as
     amended.

          Financial Statements:  each of the financial statements
     required to be provided by Section 3.1.4.

          Founder:  as defined in the Preamble of this Agreement.

          GAAP:  generally accepted accounting principles as in
     effect in the United States as of the date of any
     application thereof, consistently applied.

          Governmental Approval:  any Consent of, with or from
     any Governmental Authority.

          Governmental Authority:  any nation or government, any
     state or other political subdivision thereof, any entity
     exercising executive, legislative, judicial, regulatory or
     administrative functions of or pertaining to government,
     including, without limitation, any government authority,
     agency, department, board, commission or instrumentality of
     the United States, any State of the United States or any
     political subdivision thereof, and any tribunal or
     arbitrator(s) of competent jurisdiction, and any
     self-regulatory organization.

          HSR Act:  The Hart-Scott-Rodino Antitrust Improvements
     Act of 1976.

          Indemnified Party: as defined in Section 8.2.

          Indemnifying Party: as defined in Section 8.2.

          Initial Amount:  as defined in Section 2.3.

          Intellectual Property:  any and all United States and
     foreign: (a) patents (including design patents, industrial
     designs and utility models) and patent applications
     (including reexaminations, docketed patent disclosures
     awaiting filing, reissues, divisions, continuations-in-part
     and extensions), patent disclosures awaiting filing,
     provisional applications, reissues, divisions,
     contributions, continuations-in-part and extensions,
     inventions and improvements thereto; (b) trademarks, service
     marks, trade names, trade dress, logos, business and product
     names, slogans, and registrations and applications for
     registration thereof; (c) copyrights (including all
     software) and registrations thereof; (d) inventions,
     processes, designs, formulae, trade secrets, know-how,


                               -4-


<PAGE>

     industrial models, confidential and technical information,
     manufacturing, engineering and technical drawings, product
     specifications and confidential business information; (e)
     mask work and other semiconductor chip rights and
     registrations thereof; (f) intellectual property rights
     similar to any of the foregoing; and (g) copies and tangible
     embodiments thereof (in whatever form or medium, including
     electronic media).

          IRS:  the Internal Revenue Service.

          Leased Real Property:  all interests leased pursuant to
     the Leases.

          Leases:  the real property leases, subleases, licenses
     and occupancy agreements pursuant to which USC or any
     Subsidiary is the lessee, sublessee, licensee or occupant.

          Lien:  any mortgage, pledge, hypothecation, right of
     others, claim, security interest, encumbrance, lease,
     sublease, license, occupancy agreement, adverse claim or
     interest, easement, covenant, encroachment, burden, title
     defect, title retention agreement, voting trust agreement,
     interest, equity, option, lien, right of first refusal,
     charge or other restrictions or limitations of any nature
     whatsoever, including but not limited to such as may arise
     under any Contracts.

          Material Adverse Effect:  with regard to any Person,
     any event, occurrence, fact, condition, change or effect
     that individually or in the aggregate with related events,
     occurrences, facts, conditions, changes or effects will or
     can reasonably be expected to result in a cost, expense,
     charge, liability, loss of revenue or diminution in value
     equal to or greater than $10,000.

          Merger:  as defined in the Recitals to this Agreement.

          Merger Shares:  as defined in Section 2.2.

          Permitted Liens:  deposits under worker's compensation,
     unemployment insurance or social security laws, or to secure
     statutory obligations or surety or other similar bonds;
     mechanic's, suppliers', carriers', warehousemen's or similar
     liens; liens securing Taxes, government charges or other
     governmental levies which are not yet due and payable, or
     are being contested in good faith by appropriate proceedings
     with adequate reserves in conformity with generally accepted
     accounting principles; and the interest or title of any
     lessor in property subject to a lease of property.

          Person:  any natural person, firm, partnership,
     association, corporation, company, limited liability
     company, limited partnership, trust, business trust,
     Governmental Authority or other entity.

          Rule 145 Affiliates:  as defined in Section 5.2.

          SEC:  the Securities and Exchange Commission.

          Securities Act:  The Securities Act of 1933, as
     amended.

          Series A Warrants:  as defined in Section 2.2.


                               -5-

<PAGE>

          Series B Warrants:  as defined in Section 2.2.

          Shareholder:  as defined in Section 2.2.

          Shareholders Representative:  as defined in
     Section 8.3.

          Subsequent Monthly Financial Statements:  as defined in
     Section 4.1.4.

          Subsidiaries:  each corporation or other Person in
     which a Person owns or controls, directly or indirectly,
     capital stock or other equity interests representing at
     least 50% of the outstanding voting stock or other equity
     interests or conferring the power to name a majority of the
     members of the Board of Directors or other governing body or
     otherwise direct the management or policies thereof.

          Surviving Corporation:  as defined in Section 2.1.

          Tax:  any federal, state, provincial, local, foreign or
     other income, alternative minimum, accumulated earnings,
     personal holding company, franchise, capital stock, net
     worth, capital, profits, windfall profits, gross receipts,
     value added, sales, use, goods and services, excise, customs
     duties, transfer, conveyance, mortgage, registration, stamp,
     documentary, recording, premium, severance, environmental
     (including taxes under Section 59A of the Code), real
     property, personal property, ad valorem, intangibles, rent,
     occupancy, license, occupational, employment, unemployment
     insurance, social security, disability, workers'
     compensation, payroll, health care, withholding, estimated
     or other similar tax, duty or other governmental charge or
     assessment or deficiencies thereof (including all interest
     and penalties thereon and additions thereto whether disputed
     or not).

          Tax Return:  any return, report, declaration, form,
     claim for refund or information return or statement relating
     to Taxes, including any schedule or attachment thereto, and
     including any amendment thereof.

          Transaction Expenses:  as defined in Section 10.1.

          Trust:  as defined in the Preamble of this Agreement.

          Trustee:  as defined in the Preamble of this Agreement.

          USC Common:  as defined in Section 3.1.2(d).

          USC's Accountants:  Ernst & Young, LLP

          Warrants:  the Series A Warrants and the Series B
     Warrants.

          Withholding Taxes:  as defined in Section 3.1.6(a).


                               -6-
<PAGE>

ARTICLE 2.   EFFECT OF MERGER AND CONSIDERATION TO BE
             RECEIVED BY THE SHAREHOLDERS AT CLOSING
     
     2.1. EFFECT OF MERGER.  At the Effective Time, subject in
all instances to each of the terms, conditions, provisions and
limitations contained in this Agreement (i) USC will merge with
and into CMI by the filing with the Secretary of State of
Delaware of a Certificate of Merger, with CMI being the surviving
corporation in the Merger (the "Surviving Corporation"); (ii)
each share of USC Common outstanding at the Effective Time shall
be automatically converted into the number of shares of Canmax
Common and Warrants described in Section 2.2 below; (iii) each
share of common stock of CMI outstanding prior to the Merger
shall be automatically transformed and converted into one share
of common stock of the Surviving Corporation, so that thereafter
Canmax will be the sole and exclusive owner of equity securities
of the Surviving Corporation; (iv) the Surviving Corporation
shall amend its Certificate of Incorporation to change its name
to "USCommunication Services, Inc."; and (v) the Surviving
Corporation shall be the owner of all of the business, assets,
rights and other attributes thereto of, or held by, either USC or
CMI.

     2.2. DESCRIPTION OF CONSIDERATION.  The Trustee is the
record holder of all outstanding shares of USC Common (in such
capacity, the "Shareholder").  At the Effective Time, pursuant to
and in the manner herein provided, all of the outstanding shares
of USC Common will be converted into and exchanged for an
aggregate of (a) 1.5 million shares of Canmax Common (the "Merger
Shares"), (b) warrants to acquire 1.5 million shares of Canmax
Common at an exercise price of $1.25 per share (the "Series A
Warrants") in the form attached as Exhibit A to the Escrow
Agreement and (c) warrants to acquire 1.0 million shares of
Canmax Common Stock at an exercise price of $2.00 per share (the
"Series B Warrants") in the form attached as Exhibit B to the
Escrow Agreement (collectively, the Merger Shares, the Series A
Warrants and the Series B Warrants are referred to as the "Merger
Consideration").  The Merger Consideration shall constitute all
of the consideration to be issued to the Shareholder or any other
person in respect of USC Common or any option, warrant, note or
other securities convertible into or exchangeable for any USC
Common or any other capital stock of USC or any of its
Affiliates.

     2.3. CATEGORIES OF STOCK.  The Merger Consideration to be
delivered to the Shareholder upon the conversion of the
outstanding shares of USC Common as described in Section 2.2
above, shall be divided into two categories, (a) the "Initial
Amount," which shall be 1.2 million shares of Canmax Common and
the Series A Warrant and the Series B Warrant and (b) the
"Contingent Amount," which shall be 0.3 million shares of Canmax
Common.  The Initial Amount shall be delivered to the Shareholder
at or as soon as practicable following the Effective Time,
subject to the compliance by the Shareholder with the exchange
requirements relating thereto set forth in Section 2.5 below.
The Contingent Amount shall be deposited with the Escrow Agent
and either delivered in whole or part to the Shareholder or
returned in whole or in part to Canmax as provided hereafter and
in the Escrow Agreement.  At the Effective Time, the outstanding
shares of USC Common shall be converted into the right to receive
the number of shares of Canmax Common (the "Conversion Amount")
equal to the sum of (i) the Initial Amount and (ii) upon the
expiration of the Escrow Agreement and after any adjustments for
the payment of any Damages, as described in Article 8 herein, the
Contingent Amount, as contemplated by Section 2.5 hereof.

     2.4. ESCROW ACCOUNT.  At the Closing, CMI shall deposit with
the Escrow Agent shares of


                               -7-

<PAGE>


Canmax Common representing the Contingent Amount of the Canmax
Common to be held in the Escrow Account and administered in
accordance with the Escrow Agreement.  The Escrow Agent shall
administer the Escrow Account, as it may exist from time to time,
on behalf of Canmax, CMI, the Shareholder, subject to the Escrow
Agreement, for the purposes of securing the Shareholder's
indemnity obligations under Article 8 hereof.

     2.5. EXCHANGE REQUIREMENTS.  Immediately prior to the
Effective Time, Canmax shall deposit with the Escrow Agent shares
of Canmax Common, the Series A Warrant and the Series B Warrant
representing the Initial Amount to be held by the Escrow Agent
and distributed to the Shareholder in accordance with this
Agreement and the Escrow Agreement.  As soon as practicable after
the Effective Time, the Escrow Agent shall mail  or deliver to
the Shareholder a letter of transmittal, which shall specify that
delivery shall be effected, and risk of loss and title to the
certificates representing shares of USC Common (the
"Certificates") shall pass, only upon actual delivery of the
Certificates to the Escrow Agent and shall contain instructions
for use in effecting the surrender of the Certificates in
exchange for the Conversion Amount.  Upon surrender of a
Certificate for cancellation to the Escrow Agent, together with
such letter of transmittal, duly executed, the holder of such
Certificate shall receive in exchange therefor that portion of
the Initial Amount and shall be entitled to receive, upon the
expiration of the escrow established under the Escrow Agreement,
that portion of the Contingent Amount (as adjusted for the
payment of any Damages in accordance with Article 8) for the
shares of USC Common represented by such Certificate, and the
Certificate so surrendered shall forthwith be cancelled.  Until
surrendered as contemplated by this Section 2.5, each Certificate
shall, at and after the Effective Time, be deemed to represent
only the right to receive, upon surrender of such Certificate,
that portion of the Initial Amount and the Contingent Amount,
with respect to each share of USC Common represented thereby in
accordance with the terms of this Agreement, as follows:

          a)   At the Effective Time, each holder of a
     Certificate shall receive that portion of the Initial Amount
     for the USC Common represented by such Certificate;
     
          b)   Upon the expiration of the escrow established
     under the Escrow Agreement and upon the satisfaction of the
     conditions set forth in Article 8 with respect to the
     adjustments for the payment of Damages provided for therein,
     each holder of a Certificate shall be entitled to receive
     that portion of the Contingent Amount for the USC Common
     represented by such Certificate.  If the portion of the
     Contingent Amount allocable to any Shareholder shall result
     in a fractional share of Canmax Common being allocated to
     such Shareholder, such Shareholder shall receive only the
     number of whole shares so allocated and any such fractional
     shares shall be repurchased by Canmax (at $1.25 per share)
     and the amount payable with respect thereto shall be paid to
     such Shareholder out of the cash funds in the Escrow Account
     to be used for such purpose; and
     
          c)   Any payment to be made to the Shareholder for
     fractional shares shall be made at the time of the
     distribution of the Contingent Amount.
     
     2.6. DIVIDENDS.  No dividends or other distributions that
are declared on or after the Effective Time on Canmax Common or
which are otherwise payable to the holders of record of Canmax
Common on or after the Effective Time will be paid to Persons
entitled by reason of the Merger to receive Canmax Common until
such Persons surrender their Certificates, as provided in this
Article 2.  Subject to the effect of Applicable Law, there shall
be paid to the record holders of Canmax


                               -8-
                                
<PAGE>

Common (i) at the time of such surrender or as promptly as
practicable thereafter, the amount of any dividends or other
distributions theretofore paid with respect to whole shares of
Canmax Common and having a record date on or after the Effective
Time and a payment date prior to such surrender and (ii) at the
appropriate payment date or as promptly as practicable
thereafter, the amount of dividends or other distributions
payable with respect to Canmax Common and having a record date on
or after the Effective Time but prior to surrender and a payment
date subsequent to surrender.  In no event shall the Person
entitled to receive such dividends or other distributions be
entitled to receive interest on such dividends or other
distributions.

     2.7. RETURN OF CANMAX COMMON.  Any portion of the Merger
Consideration and any dividends or distributions with respect
thereto which remain undistributed to the former holders of USC
Common for three (3) months after the expiration of escrow
established under the Escrow Agreement shall be delivered to
Canmax, upon demand of Canmax, and any former holders of USC
Common who have not theretofore complied with this Article 2
shall thereafter look only to Canmax for payment of their
Conversion Amount into which such shares of USC Common are
convertible, any cash in lieu of fractional shares of Canmax
Common, and any dividends or distributions with respect to the
Canmax Common.

     2.8. NO FURTHER OWNERSHIP RIGHTS IN COMMON STOCK.  All
shares of Canmax Common issued, and any cash paid pursuant to
this Article 2, upon the surrender in exchange for Certificates
in accordance with the terms hereof, shall be deemed to have been
issued or paid, as the case may be, in full satisfaction of all
rights pertaining to the shares of USC Common arising out of or
in any way relating to this Agreement and the Merger contemplated
hereby.

     2.9. CLOSING OF USC TRANSFER BOOKS.  At the Effective Time,
the stock transfer books of USC shall be closed and no transfer
of shares of USC Common shall thereafter be made.  If, after the
Effective Time, Certificates are presented to Canmax, they shall
be cancelled and exchanged as provided in this Article 2.

     2.10.     DISSENTERS' RIGHTS.  To the extent that any
Shareholder exercises dissenters' rights pursuant to applicable
provisions of the Delaware General Corporation Law, and Canmax
elects, in its discretion to proceed to consummate the Merger,
each share of USC Common of such holder shall not be converted
into a right to receive the Initial Amount or the Contingent
Amount, but the Warrants and the shares of Canmax Common
representing the Initial Amount and the Contingent Amount
attributable to such shares shall be held by the Escrow Agent
subject to the provisions of such law.  In such event, if any
such Shareholder fails to perfect or withdraws or loses its
dissenters' rights, such shares of USC Common shall then be
treated as if they had been converted as of the Effective Time
into a right to receive the Initial Amount and the Contingent
Amount (in accordance with Section 2.3).

     2.11.     FURTHER ASSURANCES.  If at any time after the
Effective Time the Surviving Corporation shall reasonably
determine that any deeds, bills of sale, assignments or
assurances or any other acts or things are necessary, desirable
or proper (i) to vest, perfect or confirm, of record or
otherwise, in the Surviving Corporation, its right, title or
interest in, to or under any of the rights, privileges, powers,
franchises, properties or assets of USC or (ii) otherwise to
carry out the purposes of this Agreement, the Surviving
Corporation and its proper officers and directors or their
designees shall be authorized to execute and deliver, in the name
and on behalf of each of such corporations, all such deeds, bills
of sale, assignments and assurances and do, in the name and on
behalf of each of such corporations, all


                               -9-

<PAGE>

 such other acts and things necessary, desirable or proper to
vest, perfect or confirm its right, title or interest in, to or
under any of the rights, privileges, powers, franchises,
properties or assets of such corporation and otherwise to carry
out the purposes of this Agreement and the transactions
contemplated hereby.


ARTICLE 3.   REPRESENTATIONS AND WARRANTIES

     3.1. REPRESENTATIONS AND WARRANTIES OF USC.  USC represents
and warrants to Canmax and CMI as follows:

          3.1.1.    AUTHORIZATION, ETC. USC has the corporate
     power and authority to execute and deliver this Agreement
     and each of the other agreements required to be executed and
     delivered by it hereunder or pursuant hereto, and to perform
     fully its obligations hereunder and thereunder, and to
     consummate the transactions contemplated hereby and thereby.
     The execution and delivery by USC of this Agreement have
     been, and the execution and delivery of each of the other
     agreements required to be executed and delivered by it
     hereunder or pursuant hereto and the consummation of the
     transactions contemplated hereby and thereby will not later
     than Closing have been, duly authorized by all requisite
     corporate action of USC.  USC has duly executed and
     delivered this Agreement and on the Closing Date will have
     duly executed and delivered each of the other agreements
     required to be executed and delivered by it hereunder or
     pursuant hereto.  This Agreement is, and on the Closing Date
     each of the other agreements required to be executed and
     delivered by USC hereunder or pursuant hereto will be,
     legal, valid and binding obligations of USC, enforceable
     against USC, in accordance with their respective terms.
          
          3.1.2.    CORPORATE STATUS.
          
               a.   USC is a corporation duly organized, validly
          existing and in good standing under the laws of the
          State of Delaware, with full corporate power and
          authority to carry on its business and to own or lease
          and to operate its properties as and in the places
          where such business is conducted and such properties
          are owned, leased or operated.  Schedule 3.1.2(a) lists
          each Subsidiary of USC.  Except as set forth on
          Schedule 3.1.2(a), USC does not own, directly or
          indirectly, any shares of stock or any other equity or
          securities of any corporation or have any equity
          interest in any other Person.  Each Subsidiary is duly
          organized, validly existing and, if applicable, in good
          standing under the laws of the State set forth opposite
          its name on Schedule 3.1.2(a), with full power and
          authority to carry on its business and to own or lease
          and to operate its properties as and in the places
          where such business is conducted and such properties
          are owned, leased or operated.
               
               b.   USC and each Subsidiary are duly qualified or
          licensed to do business and are in good standing in
          each of the jurisdictions specified in
          Schedule 3.1.2(b) (except as otherwise noted therein),
          which are the only jurisdictions in which the conduct
          of their businesses or the character of the properties
          owned, leased or operated by them makes such
          qualification or licensing necessary.


                              -10-

<PAGE>
          
               c.   USC has delivered to Canmax and CMI complete
          and correct copies of the articles of incorporation or
          other organizational documents of USC and each
          Subsidiary, in each case, as amended and in effect on
          the date hereof.  Neither USC nor any Subsidiary is in
          violation of any of the provisions of its respective
          articles of incorporation or any other organizational
          documents.
          
               d.   The authorized capital stock of USC consists
          of Twenty Four Million (24,000,000) shares of Class A
          common stock, par value $0.001 per share (the "USC
          Common") of which 20,000,000 shares are issued and
          outstanding, and five million (5,000,000) shares of
          Class B common stock, par value $.001 per share, none
          of which is outstanding.  All of the issued and
          outstanding shares of capital stock of USC (i) are
          owned by the Shareholder, (ii) have been duly
          authorized and validly issued, free of any pre-emptive
          rights of shareholders, and (iii) are fully paid and
          non-assessable.  There are no rights, subscriptions,
          warrants, options, conversion rights or agreements of
          any kind outstanding to purchase or otherwise acquire
          from USC any shares of capital stock of USC or any
          securities or other obligations of any kind of USC
          convertible into or exchangeable for any shares of
          capital stock of USC, other than voting trust
          certificates issued pursuant to the terms of the Trust.
               
               e.   The authorized capital stock of each
          Subsidiary consists of the shares of capital stock and
          are issued and outstanding in the respective amounts
          set forth on Schedule 3.1.2(e).  All of the issued and
          outstanding shares of capital stock of each Subsidiary
          are owned of record and beneficially by the Persons in
          the respective amounts set forth as to each Person on
          Schedule 3.1.2(e), and all of such shares of capital
          stock of each Subsidiary have been duly authorized and
          validly issued, free of any pre-emptive rights of
          shareholders, and are fully paid and non-assessable.
          There are no rights, subscriptions, warrants, options,
          conversion rights or agreements of any kind outstanding
          to purchase or otherwise acquire from any Subsidiary,
          any shares of capital stock of any Subsidiary or
          securities or other obligations of any kind of any
          Subsidiary convertible into or exchangeable for any
          shares of capital stock of any Subsidiary.

          3.1.3.    NO CONFLICTS, ETC. The execution, delivery
     and performance by USC or any Subsidiary of this Agreement
     and the other agreements executed and delivered by it
     hereunder or pursuant hereto and the consummation of the
     transactions contemplated hereby and thereby, do not and
     will not conflict with or result in a violation of or a
     default under (with or without the giving of notice or the
     lapse of time or both) (i) any Applicable Law applicable to
     USC, or any of its Subsidiaries or any of the properties or
     assets of USC or any Subsidiary, (ii) the articles of
     incorporation or other organizational documents of USC or
     any Subsidiary, or (iii) except as set forth in
     Schedule 3.1.3, any Contract or other contract, agreement or
     other instrument to which USC or any Subsidiary is a party
     or by which USC or any Subsidiary or any of their respective
     properties or assets may be bound or affected.  Except as
     specified in Schedule 3.1.3, no Governmental Approval or
     other Consent is required to be obtained or made by USC or
     any Subsidiary in connection with the execution and delivery
     of this Agreement or any of the other agreements to be
     executed and delivered by any of them hereunder or pursuant
     hereto or the consummation of the transactions contemplated
     hereby or thereby, except such required Governmental
     Approvals and Consents which, if not obtained, would not,
     individually or in the aggregate, cause a Material Adverse
     Effect.


                              -11-
                                
<PAGE>
          3.1.4.    FINANCIAL STATEMENTS.  USC has delivered to
     Canmax and CMI USC's consolidated annual financial
     statements for the fiscal year ending, including balance
     sheets as of, December 31, 1997 together with related
     statements of income and supporting schedules and ledgers
     for such periods collectively, (the "Financial Statements").
     The Financial Statements have been prepared from, and are in
     accordance with, the books and records of USC and fairly
     present, in all material respects, the financial position of
     USC and each Subsidiary as of the date thereof and the
     results of operations and changes in financial position
     therefor for the period then ended, in each case in
     conformity with the GAAP, consistently applied (subject, in
     the case of unaudited statements, to normal year-end
     adjustments which will not be material in amount or in
     effect).  Since December 31, 1997, there has been no change
     in accounting principles applicable to, or methods of
     accounting utilized by, USC, except as noted in the
     Financial Statements.  The books and records of USC have
     been and are being maintained in accordance with good
     business practices, reflect only valid transactions, are
     complete and correct in all material respects, and fairly
     present in all material respects a basis for the financial
     position and results of operation of USC set forth in the
     Financial Statements.
          
          3.1.5.    ABSENCE OF UNDISCLOSED LIABILITIES.  USC and
     its Subsidiaries do not have liabilities or obligations of
     any nature, whether known or unknown, absolute, accrued,
     contingent or otherwise and whether due or to become due,
     except (a) as and to the extent disclosed or reserved
     against in the balance sheet included in the Financial
     Statements for the period ended as of the Cut-Off Date (the
     "Cut-off Date Balance Sheet"), and (b) for liabilities and
     obligations that (i) were incurred after the Cut-off Date in
     the ordinary course of business consistent with prior
     practice and (ii) individually and in the aggregate are not
     material to USC or any Subsidiary and have not had or
     resulted in, and will not have or result in, a Material
     Adverse Effect.  None of the employees of USC or any
     Subsidiary is now or will by the passage of time hereinafter
     become entitled to receive any vacation time, vacation pay
     or severance pay attributable to services rendered prior to
     such date that is not reflected as an accrued liability on
     the Cut-off Date Balance Sheet.
          
          3.1.6.    TAXES.

               a.   USC has (or by the Closing will have) duly
          and timely filed all Tax Returns relating to USC and
          its Subsidiaries with respect to Taxes required to be
          filed on or before the Closing Date ("Covered
          Returns").  Except for Taxes set forth on Schedule
          3.1.6(a), which are being contested in good faith and
          by appropriate proceedings, the following Taxes
          ("Covered Taxes") have (or by the Closing Date will
          have) been duly and timely paid:  (i) all Taxes shown
          to be due on the Covered Returns, (ii) all deficiencies
          and assessments of Taxes of which notice has (or by the
          Closing Date will have) been received by USC or any
          Subsidiary that are or may become payable by Canmax,
          CMI or any Subsidiary or chargeable as a Lien upon any
          of the properties or assets of Canmax, CMI or any
          Subsidiary following the Merger, and (iii) all other
          Taxes due and payable on or before the Closing Date for
          which neither filing of Covered Returns nor notice of
          deficiency or assessment is required, if USC is or
          reasonably should be (or by the Closing Date will be or
          reasonably should be) aware that these other Taxes are
          or may become payable by Canmax, CMI or any Subsidiary
          or chargeable as a Lien upon any of the properties or
          assets of Canmax, CMI or any Subsidiary following the


                              -12-

<PAGE>

          Merger.  All Taxes required to be withheld by or on
          behalf of USC and each Subsidiary in connection with
          amounts paid or owing to any employee, independent
          contractor, creditor or other party with respect to USC
          and each Subsidiary ("Withholding Taxes") have been
          withheld, and such withheld Taxes have either been duly
          and timely paid to the proper Governmental Authorities
          or set aside in accounts for such purpose.
               
               b.   No agreement or other document extending, or
          having the effect of extending, the period of
          assessment or collection of any Covered Taxes or
          Withholding Taxes, and no power of attorney with
          respect to any such Taxes, has been filed with the IRS
          or any other Governmental Authority.
               
               c.   There are no Covered Taxes or Withholding
          Taxes asserted by any Governmental Authority to be due,
          and no issue has been raised by any Governmental
          Authority in the course of any audit with respect to
          Covered Taxes or Withholding Taxes. No Covered Taxes
          and no Withholding Taxes are currently under audit by
          any Governmental Authority.
               
               d.   There is no litigation or administrative
          appeal pending or, to the best knowledge of USC
          threatened against or relating to USC or any
          Subsidiary, in connection with Covered Taxes.
               
          3.1.7.    ABSENCE OF CHANGES.  Except as set forth in
     Schedule 3.1.7, since the Cut-off Date, USC and each
     Subsidiary has conducted its respective business, only in
     the ordinary course consistent with prior practice and has
     not, on behalf of, in connection with or relating to its
     business:

               a.   suffered or permitted to have occurred any
          Material Adverse Effect;
               
               b.   incurred any Lien, obligation or liability,
          absolute, accrued, contingent or otherwise, whether due
          or to become due, except current liabilities for trade
          or business obligations incurred in connection with the
          purchase of goods or services in the ordinary course of
          business consistent with prior practice, none of which
          Liens or liabilities, in any case or in the aggregate,
          have had or could have a Material Adverse Effect;
               
               c.   sold, transferred, leased to others or
          otherwise disposed of any of its material assets,
          except for inventory sold in the ordinary course of
          business, or cancelled or compromised any debt or
          claim, or waived or released any right of substantial
          value;
               
               d.   received any notice of termination of any
          contract, lease or other agreement or suffered any
          damage, destruction or loss (whether or not covered by
          insurance) which, in any case or in the aggregate, has
          had or could have a Material Adverse Effect;
               
               e.   made any material change in the rate of
          compensation, commission, bonus or other direct or
          indirect remuneration payable, or paid or agreed or
          orally promised to pay, conditionally or otherwise, any
          bonus, incentive, retention or other compensation,
          retirement, welfare, fringe or severance benefit or
          vacation pay, to or in respect of any of its directors,
          officers, employees, salesmen, distributors or agents;


                              -13-

<PAGE>

               f.   made any capital expenditures or capital
          additions or improvements in excess of an aggregate of
          $10,000;
               
               g.   lost or terminated any key employees or
          terminated or, to the knowledge of USC, lost any
          customers or suppliers that has had or could have any
          Material Adverse Effect;
               
               h.   materially amended, modified or terminated,
          or agreed to amend, modify or terminate, any existing
          (or entered or committed to enter into any new)
          material contract, agreement, plan, lease, license,
          permit or franchise; or
               
               i.   taken any action or omitted to take any
          action that would result in the occurrence of any of
          the foregoing.

          3.1.8.    LITIGATION. There is no action, claim,
     demand, suit, proceeding, arbitration, grievance, citation,
     summons, subpoena, inquiry or investigation of any nature,
     civil, criminal, regulatory or otherwise, in law or in
     equity, pending or, to the best knowledge of USC threatened,
     against USC or any Subsidiary and USC does not know or have
     reason to be aware of any basis for the same.  No citations,
     fines or penalties have been asserted against USC or any
     Subsidiary under any Environmental Law or any foreign,
     federal, state or local law relating to occupational health
     or safety.
          
          3.1.9.    COMPLIANCE WITH LAWS; GOVERNMENTAL APPROVALS
     AND CONSENTS; GOVERNMENTAL CONTRACTS.

               a.   Except as disclosed in Schedule 3.1.9(a), USC
          and each Subsidiary have, to the best of its knowledge,
          after investigation, complied in all material respects
          with all Applicable Laws applicable to or otherwise in
          any manner affecting it, and neither USC nor any
          Subsidiary has received any notice alleging any failure
          to so comply.
               
               b.   Schedule 3.1.9(b) sets forth all Governmental
          Approvals and other Consents necessary for, or
          otherwise material to, the conduct of the business of
          USC and each Subsidiary.  Except as set forth in
          Schedule 3.1.9(b), all such Governmental Approvals and
          Consents have been duly obtained and are in full force
          and effect, and, to the best knowledge of USC after
          investigation, USC and each Subsidiary are in
          compliance with each of such Governmental Approvals and
          Consents held by them.
               
               c.   Neither USC nor any Subsidiary is a party to
          any Contracts with any Governmental Authority.
               
               d.   USC has filed with the proper authorities all
          statements and reports required by the Applicable Laws
          to which it and its Subsidiaries or any of their
          employees (because of his or her activities on behalf
          of his or her employer) is subject.

          3.1.10.   OPERATION OF THE BUSINESS.  USC has conducted
     its business directly and through each Subsidiary as
     described on Schedule 3.1.10, and not through any other
     Affiliate.


                              -14-

<PAGE>


          3.1.11.   ASSETS.  Except as disclosed in Schedule
     3.1.11, USC and each Subsidiary has good and marketable
     title to all of its assets free and clear of any and all
     Liens (other than Permitted Liens).  The assets set forth on
     or detailed in the Cut-off Date Balance Sheet comprise all
     assets used or useable by USC and each Subsidiary in their
     respective businesses.  Except as disclosed in Schedule
     3.1.11, there are no assets or properties used by USC or any
     Subsidiary in the operation of its respective businesses and
     owned by any Person other than USC or such Subsidiary, that
     will not be leased or licensed to CMI under valid, current
     leases or license arrangements.  The assets reflected on the
     Cut-off Date Balance Sheet are in all material respects
     adequate for the purposes for which such assets are
     currently used or are held for use, and are in reasonably
     good repair and operating condition (subject to normal wear
     and tear).

          3.1.12.   CONTRACTS.

               a.   Schedule 3.1.12(a) contains a complete and
          correct description of all material agreements,
          contracts, commitments and other instruments and
          arrangements (whether written or oral) of the types
          described below by which USC or any Subsidiary is a
          party or bound (the "Contracts"):
               
                    (i)  Leases, Governmental Approvals and other
               contracts concerning or relating to the Leased
               Real Property;
               
                    (ii) employment, employee benefits,
               consulting or other similar contracts, agreements,
               and other instruments and arrangements relating to
               or for the benefit of current, future or former
               employees, officers, directors, sales
               representatives, distributors, dealers, agents,
               independent contractors or consultants;
                    
                    (iii)     loan agreements, pledge agreements,
               guarantees, and other agreements and instruments
               relating to the borrowing of money or obtaining of
               or extension of credit;
                    
                    (iv) licenses, licensing arrangements and
               other contracts providing in whole or in part for
               the use of, or limiting the use of, any
               Intellectual Property;
                    
                    (v)  brokerage or finder's agreements;
                    
                    (vi) contracts (including, without
               limitation, for the purchase or sale of inventory)
               with respect to which the aggregate amount that
               could reasonably expected to be paid or received
               thereunder in the future exceeds $10,000;
                    
                    (vii)     sales agency, manufacturer's
               representative, marketing or distributorship
               agreements;
                    
                    (viii)    contracts, agreements or
               commitments (designated on such Schedule as an
               "affiliate agreement") with any director, officer,
               employee, or Affiliate of USC, or any Subsidiary;
               and


                              -15-

<PAGE>

                    (ix) any other contracts, agreements or
               commitments that are material to the business of
               any of USC or any Subsidiary.
                    
               b.   USC has delivered to Canmax and CMI complete
          and correct copies of all written Contracts, together
          with all amendments thereto, and accurate descriptions
          of all material terms of all oral Contracts, set forth
          or required to be set forth in Schedule 3.1.12(a).
               
               c.   All Contracts are in full force and effect
          and enforceable against each party thereto.  Neither
          USC nor any Subsidiary has received notice of any plan
          or intention of any party to any Contract to exercise
          any right to cancel or terminate any Contract.  To the
          best knowledge of USC, there does not exist under any
          Contract any event of default or event or condition
          that, after notice or lapse of time or both, would
          constitute a violation, breach or event of default
          thereunder on the part of USC or any Subsidiary or, to
          the best of USC's knowledge, any other party thereto,
          except for such events or conditions that, individually
          and in the aggregate, (i) has not had or resulted in,
          and will not have or result in, a Material Adverse
          Effect, and (ii) have not and will not materially
          impair the ability of USC to perform USC's obligations
          under this Agreement or any of its obligations under
          any other agreement executed and delivered by it
          hereunder or pursuant hereto.
               
               d.   Neither USC nor any Subsidiary has granted
          any power of attorney which is currently outstanding.

          3.1.13.   TERRITORIAL RESTRICTIONS.  Neither USC nor
     any of its Subsidiaries is restricted by any written
     agreement or understanding with any other Person from
     carrying on its respective business anywhere in the world.
     
          3.1.14.   INVENTORIES.  Except as specifically
     described on Schedule 3.1.14 hereto, all inventories
     reflected on the Cut-off Date Balance Sheet and all
     inventories acquired by USC after the Cut-off Date consist
     of items of quality and quantity which are useable or
     saleable in the ordinary course of business of USC and its
     Subsidiaries.  The values at which the inventories are
     carried on the Cut-off Date Balance Sheet as at the Cut-off
     Date and the values at which inventories are carried on the
     books and records of USC for periods subsequent to the Cut-
     off Date with respect to inventories acquired after the Cut-
     off Date reflect the normal valuation policy of USC, in
     setting inventory at the lower of cost or net realizable
     market values, all in accordance with GAAP.  Since the
     Cut-off Date, inventories have been maintained at normal and
     adequate levels for the continuation of the business of USC
     and its Subsidiaries, in its normal course, no change has
     occurred in such inventories which affect or will affect the
     usability or salability thereof, no write-downs or write-ups
     of the value of such inventories has occurred and no
     additional amounts have been reserved with respect to such
     inventories.  Schedule 3.1.14 lists the locations of all
     inventories, together with a brief description of the type
     and amount at each location.
     
          3.1.15.   CUSTOMERS.  Schedule 3.1.15 sets forth (a)
     the names of all customers of USC and its Subsidiaries, and
     (b) the locations at which such products, goods or services
     were


                              -16-

<PAGE>

     provided.  Except as set forth on Schedule 3.1.15, neither
     USC nor any Subsidiary has received any notice or has any
     substantial reason to believe that any significant customer
     of USC or any Subsidiary (i) has ceased, or will cease, to
     use the products, goods or services of USC or such
     Subsidiary, (ii) has substantially reduced, or will
     substantially reduce, the use of products, goods or services
     of USC or such Subsidiary, or (iii) has sought, or is
     seeking, to reduce the price it will pay for products, goods
     or services of USC or such Subsidiary, including in each
     case after the consummation of the transactions contemplated
     hereby.  To the best knowledge of USC, no customer of USC or
     any Subsidiary described in clause (a) of this section has
     otherwise threatened to take any action described in the
     preceding sentence as a result of the consummation of the
     transactions contemplated by this Agreement or any other
     agreement executed and delivered by USC hereunder or
     pursuant hereto.
     
          3.1.16.   SUPPLIERS. Schedule 3.1.16 sets forth (a) the
     names of all suppliers from which USC and its Subsidiaries
     ordered inventories, and other products, goods and services
     with an aggregate purchase price for each such supplier of
     $25,000 or more during the twelve month period ended
     December 31, 1997, and (b) the amount for which each such
     supplier invoiced USC or such Subsidiary during such period.
     Neither USC nor any Subsidiary has received any notice from
     any such supplier indicating that there is or will be any
     material change in the price of such items or services, and
     neither USC nor any Subsidiary has any reason to believe
     that there will be any such material change in the price of
     any such item or services, or that any such suppliers will
     not sell such items or provide any such services to Canmax
     or CMI at any time after the Closing Date on terms and
     conditions similar to those used in its current sales to USC
     and its Subsidiaries, subject to general and customary price
     increases.
     
          3.1.17.   INTELLECTUAL PROPERTY.
     
               a.   TITLE.  Schedule 3.1.17(a) contains a
          complete and correct list and a brief description of
          all Intellectual Property that is owned, licensed or
          used by USC and its Subsidiaries.  USC or the
          applicable Subsidiary owns or has the exclusive right
          to use pursuant to license or sublicense agreements all
          of its Intellectual Property, free from any Liens
          (other than Permitted Liens) and free from any
          requirement of any past, present or future royalty
          payments, license fees, charges or other payments, or
          conditions or restrictions which are not set forth on
          Schedule 3.1.17(a).  No Affiliate of USC or any
          Subsidiary owns or has any interest in or with respect
          to any Intellectual Property of USC or such Subsidiary
          and the Intellectual Property set forth on
          Schedule 3.1.17(a) comprises all of the Intellectual
          Property necessary for CMI to conduct and operate the
          business of USC and its Subsidiaries following the
          Closing as now being conducted by USC and such
          Subsidiaries.
          
               b.   TRANSFER.  Except as set forth on Schedule
          3.1.17(b), immediately after the Closing, CMI will have
          all of USC and its Subsidiaries rights with respect to
          all of the Intellectual Property owned, licensed or
          used by each of them, free from any liens (other than
          Permitted Liens) and on the same terms and conditions
          as in effect prior to the Closing.
               
               c.   NO INFRINGEMENT.  The conduct of the business
          of USC and its Subsidiaries by them does not infringe
          or otherwise conflict with any rights of any Person


                              -17-

<PAGE>

          in respect of any Intellectual Property owned by any of
          them and, to the best of their knowledge, does not
          infringe or otherwise conflict with any rights of any
          Person in respect of any Intellectual Property owned by
          others.

          3.1.18.   INSURANCE.  Schedule 3.1.18 contains a
     complete and correct list and summary description of all
     insurance policies maintained by USC and its Subsidiaries.
     USC has delivered to Canmax and CMI complete and correct
     copies of all such policies together with all riders and
     amendments thereto.  Such policies are in full force and
     effect, and all premiums due thereon have been paid.  To the
     best knowledge of USC, USC and each Subsidiary has complied
     in all material respects with the terms and provisions of
     such policies.  Schedule 3.1.18 sets out all claims made by
     USC and each Subsidiary under any policy of insurance during
     the past two years and in the opinion of USC reasonably
     formed and held, there is no basis on which a claim should
     or could be made under any such policy with respect to it.
     
          3.1.19.   REAL PROPERTY.

               a.   Neither USC nor any Subsidiary owns, directly
          or indirectly, or has any fixed or contingent
          obligation to acquire, any interest in any real
          property that is used in any manner in connection with
          its respective business.
               
               b.   Schedule 3.1.19(b) contains a complete and
          correct list of all Leases, setting forth the address,
          landlord and tenant for each Lease, along with the
          address to which rental payments are made and the name
          and phone number of a contact person at such address.
          USC has delivered to Canmax and CMI correct and
          complete copies of the Leases.  Each Lease is legal,
          valid, binding, enforceable, and in full force and
          effect.  Neither USC, any Subsidiary nor any other
          party is in default, violation or breach in any
          material respect under any Lease, and no event has
          occurred and is continuing that constitutes or, with
          notice or the lapse of time or both, would constitute a
          default, violation or breach in any respect under any
          Lease.  USC and its Subsidiaries enjoy peaceful and
          undisturbed possession under the Leases.
               
               c.   The Leased Real Property constitutes all of
          the real property leased, occupied or utilized by USC
          and its Subsidiaries in any manner in connection with
          the conduct or operation of their respective
          businesses.

          3.1.20.   ENVIRONMENTAL MATTERS.  To the best knowledge
     of USC, USC and each Subsidiary have complied and are in
     compliance in all material respects with all applicable
     Environmental Laws pertaining to the Leased Real Property
     and all other properties and assets of their respective
     businesses and the use and ownership thereof, and otherwise
     in connection with the operation of their respective
     businesses.  No violation by USC or any Subsidiary is being
     alleged of any applicable Environmental Law relating to any
     of the properties or assets of its business, including the
     Leased Real Property, or any use or ownership thereof, or
     otherwise in connection with the operation of its business.
     
          3.1.21.   EMPLOYEES, LABOR MATTERS, ETC. There are no
     labor disputes currently subject to any grievance procedure,
     arbitration or litigation and there is no petition pending
     or, to the best knowledge of USC, threatened with respect to
     any employee employed in the operation of any of


                              -18-

<PAGE>


     USC's or any of its Subsidiaries' businesses.  To the best
     knowledge of USC, USC and each Subsidiary have complied with
     all provisions of Applicable Law pertaining to the
     employment of employees, including, without limitation, all
     such Applicable Law relating to labor relations, equal
     employment, fair employment practices, entitlement,
     prohibited discrimination or other similar employment
     practices or acts, except for any failure so to comply that,
     individually or together with all such other failures, has
     not and will not result in a material liability or
     obligation on the part of Canmax, CMI or any of their
     Affiliates following the Closing, and has not had or
     resulted in, and will not have or result in, a Material
     Adverse Effect.
     
          3.1.22.   EMPLOYEE BENEFIT PLANS.  Neither USC, its
     Subsidiaries or any predessor thereto maintain, or have in
     the past five (5) years maintained, any "employee benefit
     plan," as such term is defined in Section 3(3) of ERISA,
     whether or not subject to ERISA, or any bonus, incentive or
     deferred  compensation, severance, phantom stock or other
     benefit or compensation plan, whether written or unwritten,
     that provides benefits or compensation in respect of any
     employee or former employee of USC or any Subsidiary or the
     beneficiaries or dependents of any such employee or former
     employee (such employees, former employees, beneficiaries
     and dependents collectively, the "Employees") or under which
     any Employee is or may become eligible to participate or
     derive a benefit and that is or has been maintained or
     established by USC or any Subsidiary (collectively, the
     "Employee Benefit Plans").  Neither USC nor any Subsidiary
     has communicated to any Employee any intention or commitment
     to modify any Employee Benefit Plan or to establish or
     implement any other employee or retiree benefit or
     compensation arrangement.
     
          3.1.23.   CONFIDENTIALITY.  To the best knowledge of
     USC, USC and each Subsidiary have taken all reasonable steps
     to preserve the confidential nature of all material
     confidential information (including, without limitation, any
     proprietary information) with respect to their respective
     businesses, including but not limited to information
     relating to the distribution, marketing or pricing of any of
     its products or services or any promotional plans related
     thereto.
     
          3.1.24.   RECORDS.  The minute books of USC and each
     Subsidiary are substantially complete and correct in all
     material respects.  The books of account of USC and each
     Subsidiary are sufficient to prepare the Financial
     Statements in accordance with GAAP.  There are no false or
     fictitious entries on the books and records of USC or any
     Subsidiary.
     
          3.1.25.   BROKERS, FINDERS, ETC.  All negotiations
     relating to this Agreement and the transactions contemplated
     hereby, have been carried on without the participation of
     any Person acting on behalf of USC or any Affiliate of USC
     in such manner as to give rise to any valid claim against
     USC or any Subsidiary for any brokerage or finder's
     commission, fee or similar compensation, or for any bonus
     payable to any officer, director, employee, agent or sales
     representative of or consultant to USC or any Subsidiary or
     any other Affiliate of USC upon consummation of the
     transactions contemplated hereby or otherwise.
     
          3.1.26.   RECEIVABLES.  All of the accounts receivable
     which have arisen in connection with the business of USC and
     each Subsidiary and which are reflected in the Financial
     Statements, have arisen, and all of such accounts receivable
     which will be created between the date of the Cut-Off Date
     Balance Sheet and the Closing Date will arise, only from
     bona fide transactions in the ordinary course of business,
     and, with respect to accounts receivable arising between the
     date of the Cut-Off Date Balance Sheet and the Closing Date,
     the reserves established in connection


                              -19-

<PAGE>

     therewith have been established in accordance with past
     practice and in no event greater than the percentages
     established for determining the reserves for "current"
     accounts receivable on the Cut-Off Date Balance Sheet.  USC
     has no knowledge of any facts or circumstances generally
     (other than general economic conditions) which would result
     in any material increase in the uncollectability of such
     receivables in excess of the reserves therefor set forth on
     the Cut-off Date Balance Sheet.  Schedule 3.1.26 accurately
     lists as of the Cut-off Date all receivables arising out of
     or relating to the business of USC, and each Subsidiary, the
     amount owing and the aging of such receivables.  USC has
     made available to Canmax and CMI complete and correct copies
     of all instruments, documents and agreements evidencing such
     receivables.
     
          3.1.27.   BACKLOG.  All of the backlog of unfilled
     orders for products manufactured or sold and services
     performed by USC and each Subsidiary represent bona fide
     transactions incurred in the ordinary course of the business
     of USC and each Subsidiary, as the case may be, and are set
     forth in Schedule 3.1.27.
     
          3.1.28.   LIABILITIES TO AFFILIATES.  Except as set
     forth on Schedule 3.1.28, neither USC nor any Subsidiary
     owes any money or otherwise has any obligation to any
     officer, director, shareholder or Affiliate of USC, any
     Subsidiary or any other Person acting as a transferee of any
     of them.
     
          3.1.29.   BANK ACCOUNTS.  Schedule 3.1.29 sets forth a
     list of all (i) bank accounts and lock box accounts of USC
     and each Subsidiary and the Persons authorized to draw
     thereon, and (ii) safe deposit boxes of USC and each
     Subsidiary and the Persons who are authorized to have access
     thereto.
          
          3.1.30.   DISCLOSURE.  No representation or warranty by
     USC contained in this Agreement nor any certificate or
     agreement furnished or to be furnished by or on behalf of
     USC to Canmax or CMI or their representatives in connection
     herewith or pursuant hereto contains or will at Closing
     contain any untrue statement of a material fact, or omits or
     will omit to state any material fact required to make the
     statements contained herein or therein not misleading.
     There is no fact (other than matters of a general economic
     or political nature which do not affect USC and its
     Subsidiaries uniquely) known to USC that has not been
     disclosed by USC to Canmax and CMI that might reasonably be
     expected to have or result in a Material Adverse Effect.
     
     
     3.2. REPRESENTATIONS AND WARRANTIES OF CMI.  Canmax and CMI,
jointly and severally, represent and warrant to USC as follows:
     
          3.2.1.    CORPORATE STATUS; AUTHORIZATION, ETC.  Each
     of Canmax and CMI is a corporation duly organized, validly
     existing and in good standing under the laws of the
     jurisdiction of its incorporation with full corporate power
     and authority to execute and deliver this Agreement and each
     of the agreements to be executed and delivered by it
     hereunder or pursuant hereto, and to perform its obligations
     hereunder and thereunder and to consummate the transactions
     contemplated hereby and thereby. The execution and delivery
     by each of Canmax and CMI of this Agreement, and the
     consummation of the transactions contemplated hereby, have
     been, and on the Closing Date the other agreements to which
     it is a party will have been, duly authorized by all
     requisite corporate action of Canmax and CMI.  Each of
     Canmax and CMI has


                              -20-

<PAGE>

     duly executed and delivered this Agreement and on the
     Closing Date each of Canmax and CMI will have duly executed
     and delivered the other agreements to which it is a party.
     This Agreement is, and on the Closing Date, each of the
     other agreements to be executed and delivered by Canmax or
     CMI hereunder or pursuant hereto will be, valid and legally
     binding obligations of Canmax or CMI, as the case may be,
     enforceable against Canmax or CMI, as the case may be, in
     accordance with its respective terms.
     
          3.2.2.    NO CONFLICTS, ETC.  The execution, delivery
     and performance by each of Canmax and CMI of this Agreement
     and each of the other agreements to be executed and
     delivered by Canmax or CMI hereunder or pursuant hereto, and
     the consummation of the transactions contemplated hereby and
     thereby, do not and will not conflict with or result in a
     violation of or under (with or without the giving of notice
     or the lapse of time, or both) (i) the certificate of
     incorporation or bylaws of Canmax or CMI, (ii) any
     Applicable Law applicable to Canmax, CMI, or any of their
     Affiliates or any of their properties or assets or (iii) any
     Contract, or other agreement or instrument applicable to
     Canmax, CMI or any of their Affiliates or any of their
     properties or assets.  Except as disclosed in Section 3.2.7
     below, no Governmental Approval or other Consent is required
     to be obtained or made by Canmax or CMI in connection with
     the execution and delivery of this Agreement or the other
     agreements to be executed and delivered by it hereunder or
     pursuant hereto or the consummation of the transactions
     contemplated hereby or thereby.
     
          3.2.3.    LITIGATION. There is no action, claim, suit
     or proceeding pending, or to the best knowledge of Canmax or
     CMI threatened, by or against or affecting Canmax, CMI or
     any of their Affiliates in connection with or relating to
     the transactions contemplated by this Agreement or of any
     action taken or to be taken in connection herewith or which
     would in any way interfere with the consummation of the
     transactions contemplated hereby.
     
          3.2.4.    BROKERS, FINDERS, ETC.  All negotiations
     relating to this Agreement and the transactions contemplated
     hereby have been carried on without the participation of any
     Person acting on behalf of Canmax or CMI in such manner as
     to give rise to any valid claim against USC for any
     brokerage or finder's commission, fee or similar
     compensation.
     
          3.2.5.    EXCHANGE ACT REPORTS.  Canmax has duly filed
     all reports required to be filed by it with the SEC under
     the Securities Act and the Exchange Act.  All such reports
     are complete and correct in all material respects and
     conform in all material respects with the requirements of
     the Securities Act and the Exchange Act, and the rules and
     regulations thereunder.
          
          3.2.6.    SECURITIES TO BE ISSUED.  When delivered to
     the Shareholder pursuant to this Agreement, the Canmax
     Common will have been duly and validly issued (free of any
     pre-emptive rights of shareholders), and will be fully paid
     and non-assessable.
          
          3.2.7.    CONSENTS.  No Consent is required to be made
     or obtained by Canmax or CMI in connection with the
     execution and delivery of this Agreement by Canmax or the
     consummation by Canmax and CMI of the transactions
     contemplated hereby, except for (i) any necessary filings
     pursuant to Securities Act, and the rules and regulations
     promulgated by the SEC thereunder, (ii) the filing of the
     Certificate of Merger in the State of Delaware in accordance
     with the Applicable Law of such state, (iii) any consent or
     approvals required under the HSR Act, and (iv) such


                              -21-

<PAGE>

     consents, approvals, orders or authorizations which if not
     obtained, or registration, declarations or filings which if
     not made, would not materially adversely affect the ability
     of Canmax to consummate the transactions contemplated
     hereby.
               
     3.3. Representations and Warranties of Trustee.  The Trustee
hereby represents and warrants to Canmax, CMI and Surviving
Corporation as follows:

          3.3.1.    AUTHORIZATION, ETC. Trustee has the power and
     authority to approve the Merger and to execute this
     Agreement and each of the other agreements to be executed
     and delivered by her hereunder or pursuant hereto, and to
     perform fully any obligations hereunder and thereunder, and
     to consummate the transactions contemplated hereby and
     thereby.  This Agreement is, and on the Closing Date each of
     the other agreements required to be executed and delivered
     by the Trustee hereunder or pursuant hereto will be, legal,
     valid and binding obligations of the Trustee in accordance
     with their respective terms.
          
          3.3.2.    ORGANIZATION OF VOTING TRUST. The Trust was
     created on May 1, 1997 and all requisite action has been
     taken to vest in the Trustee the rights and powers set forth
     in the Voting Trust Agreement.
          
          3.3.3.    OWNERSHIP OF USC SHARES. Trustee is the
     record holder of all outstanding shares of USC Common.
     Except for the shares of USC Common held by Trustee, there
     are no other outstanding shares of capital stock of USC or
     rights or options to acquire the same.
          
          3.3.4.    INVESTMENT INTENT. Trustee is acquiring the
     Merger Shares for her own account for investment and not
     with the view to, or for sale in connection with, a
     distribution of such Merger Shares or any part thereof.
     Trustee understands that the Merger Shares acquired
     hereunder have not been, and will not be, registered under
     the Securities Act or under any state's securities laws, and
     are being offered and sold in reliance upon federal and
     state exemptions for transactions not involving any public
     offering.  Trustee is a sophisticated investor with
     knowledge and experience in business and financial matters
     and is experienced in the evaluation of businesses similar
     to Canmax and its Subsidiaries. Trustee has received
     information concerning Canmax and its Subsidiaries,
     including without limitation the Canmax Materials, and has
     been afforded, prior to the Closing Date, the opportunity to
     ask questions of, and receive answers from, Canmax, its
     Subsidiaries and their respective officers and directors and
     to obtain any additional information, to the extent
     available to Canmax without unreasonable effort or expense,
     necessary for Trustee to make an informed decision with
     regard to the Merger and its receipt of the Merger Shares.
          
          3.3.5.    NOTICES OF WITHDRAWAL. Trustee has not
     received any notices from any Beneficiary of the Trust of
     their intent to terminate the Trust or withdraw any shares
     therefrom.
               
               
ARTICLE 4.   COVENANTS

     4.1. COVENANTS OF USC.

          4.1.1.    CONDUCT OF BUSINESS.  From the date hereof to
     the Closing Date, except as expressly permitted or required
     by this Agreement or as otherwise consented to by Canmax and


                              -22-

<PAGE>

     CMI in writing, USC will, and will cause each Subsidiary to:

               a.   carry on its business in the ordinary course,
          in substantially the same manner as heretofore
          conducted, and use all reasonable efforts to preserve
          intact its present business organization, maintain its
          properties in good operating condition and repair, keep
          available the services of its present officers and
          significant employees, and preserve its relationship
          with customers, suppliers and others having business
          dealings with it, with the goal and intent that its
          goodwill and ongoing business shall be in all material
          respects unimpaired following the Closing;
               
               b.   pay all accounts payable and other
          obligations relating to its business when they become
          due and payable in the ordinary course of business
          consistent with prior practice;
               
               c.   perform in all material respects all of its
          obligations under all Contracts and other agreements
          and instruments relating to or affecting its business
          or any of its assets, and comply in all material
          respects with all Applicable Laws applicable to it or
          its business:
               
               d.   other than sales and purchases of inventories
          and supplies in the ordinary course, not enter into or
          assume any material agreement, contract or instrument
          relating to its business, or enter into or permit any
          material amendment, supplement, waiver or other
          modification in respect thereof;
               
               e.   continue all policies of insurance relating
          to its business in full force and effect;
               
               f.   not grant (or commit to grant) any increase
          in the compensation (including incentive or bonus
          compensation) of any employee employed in the operation
          of its business or institute, adopt or amend (or commit
          to institute, adopt or amend) any compensation or
          benefit plan or arrangement applicable to any such
          employee;
               
               g.   not declare or pay any dividends or make any
          distribution in respect of its equity interests; and
               
               h.   not take any action, or knowingly omit to
          take any action, which would result in a breach of any
          of the representations and warranties set forth in
          Section 3.1.

          4.1.2.    NO SOLICITATION.  So long as this Agreement
     remains in effect, neither USC, any Subsidiary nor any
     Affiliate nor any Person acting on their behalf shall (i)
     solicit or encourage any inquiries or proposals for, or
     enter into any discussions with respect to, the acquisition
     of any properties and assets held for use in connection
     with, necessary for the conduct of, or otherwise material
     to, the business of USC or any Subsidiary, or (ii) furnish,
     or cause to be furnished, any non-public information
     concerning USC or any Subsidiary to any Person (other than
     Canmax and CMI and their agents and representatives), other
     than in the ordinary course of business without notice to
     Canmax and CMI or pursuant to Applicable Law and after prior
     written notice to Canmax.


                              -23-


<PAGE>

          4.1.3.    ACCESS AND INFORMATION.  So long as this
     Agreement remains in effect, and subject to such reasonable
     limitations as may be necessary to prevent unreasonable
     disruptions of its business, USC will (and will cause its
     Subsidiaries, Affiliates and their respective accountants,
     counsel, consultants, employees and agents to) give Canmax
     and CMI, and their respective accountants, counsel,
     consultants, employees and agents, full access during normal
     business hours to, and furnish them with all documents,
     records, work papers and information with respect to, all of
     the assets, books, contracts, commitments, reports and
     records relating to USC and each Subsidiary, as Canmax or
     CMI shall from time to time reasonably request.  In addition
     and subject to such reasonable limitations as may be
     necessary to prevent unreasonable disruptions of their
     business, USC will permit Canmax and CMI, and their
     respective accountants, counsel, consultants, employees and
     agents, reasonable access to such personnel of USC and each
     Subsidiary during normal business hours as may be necessary
     or useful to Canmax or CMI in its review of the assets and
     business affairs of the business of USC and each Subsidiary
     and the above-mentioned documents, records and information.
     USC and each Subsidiary will keep Canmax and CMI generally
     informed as to the affairs of their businesses.
          
          4.1.4.    ADDITIONAL FINANCIAL STATEMENTS.  Until the
     earlier of the termination of this Agreement or the Closing,
     on or before the 21st day of each calendar month, USC shall
     deliver to Canmax and CMI unaudited financial statements of
     USC and each Subsidiary as, at and for the monthly period
     ending the last day of the preceding month (the "Subsequent
     Monthly Financial Statements"), which shall include, in each
     case, a balance sheet and statement of income.  At the time
     the Subsequent Monthly Financial Statements are delivered to
     Canmax and CMI, USC shall, by such delivery, be deemed to
     have made as to the Subsequent Monthly Financial Statements
     just delivered the representations and warranties to Canmax
     and CMI which are set forth in Section 3.1.4 hereof with
     respect to Subsequent Monthly Financial Statements.
          
          4.1.5.    PUBLIC ANNOUNCEMENTS.  Except as required by
     Applicable Law, USC shall not, and shall not permit any
     Subsidiary or Affiliate to, make any public announcement in
     respect of this Agreement or the transactions contemplated
     hereby without the prior written consent of Canmax and CMI,
     which consent shall not be unreasonably withheld.
          
          4.1.6.    FURTHER ACTIONS.
     
               a.   USC agrees to use all reasonable efforts to
          take all actions and to do all things necessary, proper
          or advisable to consummate the transactions
          contemplated hereby; provided, however, that the
          refusal by USC to provide economic incentives to
          induce, or to commence litigation to compel the
          consummation of the transactions contemplated by this
          Agreement, will not be deemed a failure by USC to use
          such reasonable efforts.
               
               b.   USC, as promptly as practicable, will use all
          reasonable efforts to obtain, or cause to be obtained,
          all Consents (including, without limitation, all
          Governmental Approvals and any Consents required under
          any contract) necessary to be obtained by it or the
          Subsidiaries in order to consummate the Merger and the
          consummation of the other transactions contemplated
          hereby.
               
               c.   At all times prior to the Closing, USC shall
          promptly notify Canmax and


                              -24-

<PAGE>

          CMI in writing of any fact, condition, event or
          occurrence known to it in the exercise of reasonable
          business prudence that will or may result in the
          failure of any of the conditions contained in Sections
          6.1 and 6.2 to be satisfied, promptly upon becoming
          aware of the same.
          
          4.1.7.    DELIVERY OF AUDITED FINANCIAL STATEMENTS.  At
     the Closing, or as soon as practicable thereafter, USC shall
     cooperate with Canmax in the preparation of audited
     financial statements of USC for the periods required to be
     reported by Canmax under applicable securities laws.

     4.2. COVENANTS OF CANMAX AND CMI.
               
          4.2.1.    PUBLIC ANNOUNCEMENTS.  Prior to the Closing,
     except as required by Applicable Law, neither Canmax nor CMI
     shall, and neither Canmax nor CMI shall permit any Affiliate
     to, make any public announcement in respect of this
     Agreement or the transactions contemplated hereby without
     the prior written consent of USC, which consent will not be
     unreasonably withheld.
          
          4.2.2.    ACCESS.  At reasonable times, prior to
     Closing, Canmax will afford USC's employees, accountants,
     legal counsel, financial advisors and other authorized
     representatives the opportunity to perform reasonable due
     diligence with respect to Canmax and CMI.
          
          4.2.3.    FURTHER ACTIONS.

               a.   Canmax and CMI agree to use all reasonable
          efforts to take all actions and to do all things
          necessary, proper or advisable to consummate the
          transactions contemplated hereby.
               
               b.   At all times prior to the Closing, Canmax and
          CMI shall promptly notify USC in writing of any fact,
          condition, event or occurrence that will or may result
          in the failure of any of the conditions contained in
          Sections 6.1 and 6.3 to be satisfied, promptly upon
          becoming aware of the same.

          4.2.4.    FURTHER ASSURANCES.  Following the Closing,
     Canmax and CMI each shall, and each shall cause its
     Affiliates to, from time to time, execute and deliver such
     additional instruments, documents, conveyances or assurances
     and take such other actions as shall be necessary to confirm
     and assure that its obligations provided for in this
     Agreement have been satisfied and to render effective the
     consummation of the transactions contemplated hereby.


ARTICLE 5.   ADDITIONAL AGREEMENTS

     5.1. SHAREHOLDER APPROVALS.  USC shall take all action
necessary in accordance with Applicable Law and in accordance
with its articles of incorporation and bylaws to convene meetings
of the Shareholder as promptly as practicable to consider and
vote upon the approval of this Agreement, the Merger and the
other transactions contemplated hereby, including the approval of
the Shareholders Representative and the Escrow Agent, as
contemplated by Article 8 hereof.  Prior to any such meeting,


                              -25-

<PAGE>


USC shall deliver to the Shareholder the Canmax Materials. USC,
acting through its Board of Directors, shall recommend to its
Shareholder the approval of this Agreement, the Merger and the
other transactions contemplated hereby and thereby, including the
approval of the Shareholder's Representative and the Escrow
Agent, as contemplated by Article 8 hereof, and shall use all
reasonable efforts to obtain such approval by such Shareholder.
     
     5.2. COMPLIANCE WITH THE SECURITIES ACT.  The Trustee is the
only Person who, as of the date hereof, may be deemed to be an
"Affiliate" of USC, as that term is defined under Paragraphs (c)
and (d) of Rule 145 of the Securities Act ("Rule 145 Affiliate"),
and prior to the Closing Date, USC shall cause to be prepared and
delivered to Canmax and CMI an updated list (reasonably
satisfactory to counsel for Canmax and CMI) identifying all
Persons who at the time of the shareholders' meetings described
above may be deemed to be a Rule 145 Affiliate.
     
     5.3. LISTING OF MERGER SHARES. Canmax shall file with the
National Association of Securities Dealers, Inc. a Nasdaq Stock
Market Notification Form for Listing Additional Shares and
Notification pursuant to SEC Rule 10b-17 with regard to the
Merger Shares to permit trading in such shares from and after the
Closing Date.
     
     5.4. HSR ACT FILINGS. USC and Canmax will cooperate in
preparing and filing any notification and report forms and
related material that it may be required to file with the Federal
Trade Commission and the Anti-Trust Division of the United States
Department of Justice under the HSR Act, and will use their
respective best efforts to obtain an early termination of the
applicable waiting period, and will make any further filings
pursuant thereto that may be necessary, proper or advisable.
     
     5.5. TERMINATION of Affiliate Agreements.  At or prior to
the Closing, Canmax and CMI shall have the right to designate any
Contracts or other arrangements with Affiliates of USC and each
Subsidiary to be terminated (without liability or the payment of
consideration not otherwise due under such Contract or
arrangement) or fully performed at Closing, and USC shall fully
perform or shall terminate (without liability or the payment of
consideration not otherwise due under such Contract or
arrangement) or cause to be terminated such Contracts or other
arrangements at or prior to the Closing.
     
     5.6. COVENANT REGARDING TRUST. Trustee hereby agrees to
provide Canmax prompt written notice of the receipt of any notice
of termination of the Trust by any beneficiary of the Trust or
election by any beneficiary of the Trust to withdraw shares from
the Trust, in either case prior to the Closing Date.  Trustee
hereby agrees that no Merger Shares shall be distributed from the
Trust unless the beneficiary receiving such shares delivers to
the Trustee an investment representation letter in the form as
Exhibit A attached hereto.  Further, Trustee covenants that
immediately following the Effective Time, Trustee shall exercise
her right as a beneficiary of the Trust to withdraw from the
Trust any Merger Shares for which she is the beneficiary and
resign in her capacity as Trustee of the Trust.  Trustee further
covenants and agrees to take no other actions to cause a
dissolution of the Trust.
     
     5.7. APPOINTMENT OF DIRECTOR. At Closing, Canmax will use
its best efforts to take all necessary corporate action in order
to cause two persons ("Designees") designated by Bernet to serve
on the Board of Directors of Canmax.  The qualification of such
Designees shall be subject to the reasonable approval of the
Board of Directors of Canmax, and at least one Designee shall not
be an employee of Canmax or USC following the Closing.  Such
approved Designees shall serve in such capacity until the next
regularly scheduled annual meeting of the shareholders of Canmax.


                              -26-

<PAGE>

ARTICLE 6.   CONDITIONS PRECEDENT

     6.1. CONDITIONS TO OBLIGATIONS OF EACH PARTY.  The
obligations of the parties to consummate the transactions
contemplated hereby shall be subject to the conditions that (i)
the transactions contemplated hereby shall not have been
restrained, enjoined or otherwise prohibited by any Applicable
Law, including any order, injunction, decree or judgment of any
court or other Governmental Authority; (ii) no court or other
Governmental Authority shall have determined that any Applicable
Law makes illegal the consummation of the transactions
contemplated hereby or by any other agreement to be executed and
delivered hereunder or pursuant hereto; (iii) no proceeding with
respect to the application of any such Applicable Law to such
effect shall be pending; and (iv) any applicable waiting period
under the HSR Act shall have expired or been terminated.
     
     6.2. CONDITIONS TO OBLIGATIONS OF CANMAX AND CMI.  The
obligations of Canmax and CMI to consummate the transactions
contemplated hereby shall be subject to the fulfillment (or
waiver by Canmax and CMI, in their sole discretion) on or prior
to the Closing Date of the following additional conditions:
     
          6.2.1.    REPRESENTATIONS. The representations and
     warranties of USC and the Trustee contained in this
     Agreement (i) shall be true and correct in all respects (in
     the case of any representation or warranty containing any
     materiality qualification) or in all material respects (in
     the case of any representation or warranty without any
     materiality qualification) at and as of the date hereof, and
     (ii) shall be repeated and shall be true and correct in all
     respects (in the case of any representation or warranty
     containing any materiality qualification) or in all material
     respects (in the case of any representation or warranty
     without any materiality qualification) on and as of the
     Closing Date with the same effect as though made on and as
     of the Closing Date.

          6.2.2.    COVENANTS.  USC and the Trustee shall have
     duly performed and complied in all material respects with
     all covenants and conditions required by this Agreement to
     be performed or complied with by it hereunder and with
     respect to each of the other agreements to be executed and
     delivered by it hereunder or pursuant hereto to be performed
     or complied with by it prior to or on the Closing Date.
     
          6.2.3.    CONSENTS.  USC shall have obtained and shall
     have delivered to Canmax and CMI copies of (i) all
     Governmental Approvals required to be obtained by USC in
     connection with the execution and delivery of this Agreement
     and the other agreements to be executed and delivered by USC
     hereunder or pursuant hereto and the consummation of the
     transactions contemplated hereby or thereby, unless the
     failure to obtain any such Governmental Approval would not,
     individually or in the aggregate, have a Material Adverse
     Effect and (ii) all Consents (including, without limitation,
     all Consents required under any Contract), other than
     elective notices to creditors permitted under applicable
     bulk transfer laws, if any, necessary to be obtained in
     order to consummate the Merger pursuant to this Agreement
     and the consummation of the other transactions contemplated
     hereby and by the other agreements to be executed and
     delivered by USC hereunder or pursuant hereto, unless the
     failure to obtain any such Consent would not, individually
     or in the aggregate, have a Material Adverse Effect.


                              -27-

<PAGE>

          6.2.4.    NO MATERIAL ADVERSE EFFECT.  No event,
     occurrence, fact, condition, change, development or effect
     shall have occurred, exist or come to exist since the
     Cut-off Date, that, individually or in the aggregate, has
     constituted or resulted in, or could reasonably be expected
     to constitute or result in, a Material Adverse Effect.
          
          6.2.5.    OPINION OF COUNSEL.  USC shall have delivered
     to Canmax and opinion of counsel in form and substance
     reasonably acceptable to Canmax regarding the transactions
     contemplated hereby.
          
          6.2.6.    REQUIRED USC VOTE.  The Shareholder of USC
     shall have duly adopted and approved this Agreement, the
     Merger, and the other transactions contemplated hereby and
     thereby, including the appointment of the Shareholder
     Representative and the Escrow Agreement, by the affirmative
     vote of 100% of the outstanding shares of capital stock of
     USC entitled to vote thereon, and shall have authorized and
     approved such other matters as may be required or
     appropriate in connection with Applicable Law (collectively,
     the "Required USC Vote"), and the Trustee shall not have
     received any notice from any beneficiary of the Trust
     electing to terminate the Trust or withdraw any shares
     therefrom, except as contemplated in Section 5.6 hereof.
          
          6.2.7.    CORPORATE DOCUMENTS.  All corporate
     proceedings of USC in connection with this Agreement, the
     Merger and the transactions contemplated hereby and thereby,
     and all documents and instruments incident thereto, shall be
     reasonably satisfactory in substance and form to Canmax, CMI
     and their counsel, and Canmax, CMI and their counsel shall
     have received all such documents and instruments, or copies
     thereof, certified if requested, as may be reasonably
     requested.
          
          6.2.8.    ACCREDITED INVESTOR LETTERS.  At Closing, the
     Shareholder and the Founder shall have executed and
     delivered to Canmax and CMI an Accredited Investor Letter,
     and the Shareholder shall have retained a qualified
     representative to advise her on the investment decisions
     regarding the approval of the Merger.
          
          6.2.9.    NON-COMPETITION AGREEMENT; EMPLOYMENT
     CONTRACT.  Bernet shall have duly executed and delivered to
     Canmax and CMI a "Non-Competition Agreement" and "Employment
     Contract" in the forms of Exhibit C and Exhibit D attached
     hereto.
          
          6.2.10.   EMPLOYEES.  Canmax and CMI shall have
     received assurances, reasonably satisfactory to Canmax and
     CMI, that the employees of USC and each Subsidiary which
     Canmax and CMI wish to continue to employ following the
     Merger will continue such employment on terms and conditions
     satisfactory to Canmax and CMI, in their discretion.
          
          6.2.11.   BANK ACCOUNTS.  USC and the Subsidiaries
     shall have irrevocably instructed all banks and other
     financial institutions where USC and any Subsidiary
     maintains an account, lock box, safety deposit box or
     similar arrangement, to change the persons authorized to
     make withdrawals therefrom or deposits thereto or otherwise
     to transact business in connection therewith, to such
     persons as Canmax and CMI shall designate in writing at
     least two (2) Business Days prior to the Closing Date.


                              -28-

<PAGE>

          6.2.12.   OFFICERS AND DIRECTORS.  USC and each
     Subsidiary shall have taken such action, corporate and
     otherwise, as may be necessary or appropriate to change the
     officers and directors of USC and each Subsidiary as may be
     designated by Canmax and CMI.
          
          6.2.13.   RESIGNATION AND WITHDRAWAL OF TRUSTEE. The
     Trustee shall have delivered to the Trust an irrevocable
     resignation of her position as Trustee, and the Trustee, in
     her capacity as a beneficiary of the Trust, shall, pursuant
     to Section 6 of the Voting Trust Agreement deliver written
     notice of her election to withdraw her shares from the Trust
     and surrender her voting trust certificates.
          
          6.2.14.   CONVERTIBLE INSTRUMENTS.  Any instrument or
     other document giving any Person the right to acquire shares
     of USC Common shall have been terminated or resolved to the
     satisfaction of Canmax.
          
          6.2.15.   WAIVER OF CLAIMS.  Bernet shall have waived
     any claim to receive compensation from USC attrituble to
     periods prior to the Closing Date, and shall have delivered
     to the Surviving Corporation and Canmax written waiver of
     any such claims in a form satisfactory to Canmax.

     6.3. Conditions to Obligations of USC.  The obligation of
USC to consummate the transactions contemplated hereby shall be
subject to the fulfillment (or waived by USC, in its sole
discretion), on or prior to the Closing Date, of the following
additional conditions:

          6.3.1.    REPRESENTATIONS.  The representations and
     warranties of Canmax and CMI contained in this Agreement (i)
     shall be true and correct in all respects (in the case of
     any representation or warranty containing any materiality
     qualification) or in all material respects (in the case of
     any representation or warranty without any materiality
     qualification) at and as of the date hereof and (ii) shall
     be repeated and shall be true and correct in all respects
     (in the case of any representation or warranty containing
     any materiality qualification) or in all material respects
     (in the case of any representation or warranty without any
     materiality qualification) on and as of the Closing Date
     with the same effect as though made at and as of such time.
          
          6.3.2.    COVENANTS.  Each of Canmax and CMI shall have
     duly performed and complied in all material respects with
     all covenants and conditions required by this Agreement to
     be performed or complied with by it and under or with
     respect to each of the other agreements to be executed and
     delivered by it hereunder or pursuant hereto to be performed
     or complied with by it prior to or on the Closing Date.
          
          6.3.3.    REQUIRED USC VOTE.  The Required USC Vote
     shall have been obtained.
          
          6.3.4.    OPINION OF COUNSEL.  Canmax and CMI shall
     have caused to be delivered to USC  an opinion of counsel in
     form and substance reasonably satisfactory to USC.
          
          6.3.5.    CORPORATE DOCUMENTS.  All corporate and other
     proceedings of Canmax and CMI in connection with this
     Agreement, the Merger and the transactions contemplated
     hereby and thereby, and all documents and instruments
     incident thereto, shall be reasonably satisfactory in
     substance and form to USC and its counsel, and USC and its
     counsel shall have received all such


                              -29-

<PAGE>

     documents and instruments, or copies thereof, certified if
     requested, as may be reasonably requested.
          
          6.3.6.    CONSENTS AND APPROVALS.  Canmax and CMI shall
     have obtained all Governmental Approvals necessary to
     consummate the transactions contemplated hereby.
          
          6.3.7.    Non-Competition Agreement and Employment
     Contract. Canmax and Surviving Corporation shall have duly
     executed and delivered to Bernet a "Non-Competition
     Agreement" and "Employment Contract" in the forms of Exhibit
     C and Exhibit D attached hereto.


ARTICLE 7.   ALLOCATION AND TAX ADVICE

     7.1. ALLOCATION.  Notwithstanding any provision to the
contrary herein contained or any agreements, understandings or
negotiations prior to the date hereof, USC acknowledges that the
issuance of the Merger Shares to the Shareholder pursuant to the
terms hereof is to be made in accordance with instructions
received from USC, and USC for and on its own behalf and on
behalf of such Shareholder hereby expressly release Canmax and
CMI from any and all claims and liabilities in connection with
such allocation.
     
     7.2. TAX ADVICE.  Although the parties acknowledge and agree
that the Merger is intended to qualify as a "tax free" exchange
under Section 368(a)(2)(D) of the Code with regard to the Merger
Consideration comprised of Merger Shares, all parties to this
Agreement acknowledge and agree that no representation or
warranty has been made to any party or by any party's officers,
employees, agents, accountants or attorneys, with respect to
federal income or other tax consequences of the transactions
contemplated by this Agreement and the Merger or that such
transactions are or will be "tax free."

ARTICLE 8.   ESCROW AGREEMENT AND RELATED PROVISIONS

     8.1. ESCROW AGREEMENT.  At the Closing, USC shall cause to
be delivered to Canmax and CMI the Escrow Agreement duly executed
by the Shareholders Representative (described in Section 8.2
hereof) and a bank or trust company mutually agreeable to Canmax,
CMI, and USC, as the Escrow Agent.  The Contingent Amount held
pursuant to the Escrow Agreement shall be the sole recourse of
Canmax and the Surviving Connection against the Shareholder for
any Damages hereunder other than Damages attributable to fraud or
willful breach of this Agreement.  Subject to the provisions of
the Escrow Agreement and the provisions of this Article 8, the
Shareholder (acting through the Shareholders Representative) will
indemnify and hold Canmax and the Surviving Corporation and their
respective Affiliates, officers and directors, agents and
employees harmless from and against:

               a.   any Damages resulting from the payment or
          discharge of any obligation or liability of USC whether
          accrued, absolute, fixed, contingent or otherwise,
          arising on or before the date of the Cut-off Date
          Balance Sheet, or in the balance sheet contained in the
          most recent Subsequent Monthly Financial Statement
          delivered to Canmax and CMI pursuant to Section 4.1.4
          hereof, if applicable, to the extent not reflected in
          or reserved


                              -30-

<PAGE>


          against in such Cut-off Date Balance Sheet or such
          other balance sheet;

               b.   any Damages resulting from any representation
          or warranty of either USC contained in Section 3.1
          hereof (and for the representations and warranties in
          Section 3.1.4 containing a materiality qualification or
          any representations or warranties containing Material
          Adverse Effect qualifications, without regard to such
          qualifications), or the Trustee contained in Section
          3.3 hereof, or elsewhere herein or in any certificate
          delivered by USC, the Trustee or the Shareholder
          hereunder or pursuant hereto which is false or
          misleading;
               
               c.   any Damages resulting from the failure by USC
          or the Trustee to perform any agreements, covenants or
          other obligations contained herein or in any other
          agreement executed and delivered by it and required to
          be performed by it hereunder or thereunder;
               
               d.   any Damages resulting from any Shareholder
          immediately prior to the Merger becoming entitled,
          under Applicable Law, or otherwise, to receive payment
          for such Shareholders' USC Common in excess of the
          amount such dissenting Shareholder would otherwise have
          received pursuant to this Agreement;
               
               e.   any Damages resulting from any Employee
          Benefit Plan (including all liabilities to any person
          under ERISA and all liabilities to any Governmental
          Authority), or for salary or other compensation or
          benefits attributable to service or employment by USC
          prior to the Effective Time;
               
               f.   any Damages resulting from the failure of USC
          to comply with Applicable Law, including without
          limitation, any local, state or federal laws relating
          to the environment or to any employment relationship;
               
               g.   any Damages resulting from the failure of USC
          to pay or withhold any Tax or adequately reserve for
          the same on the Cut-Off Date Balance Sheet.
     
     8.2. INDEMNIFICATION PROCEDURE.  A party entitled to
indemnification hereunder (an "Indemnified Party") shall notify
the party against whom a claim of indemnification is to be made
(the "Indemnifying Party") with reasonable promptness of its
discovery of any matter giving rise to a claim of indemnity
pursuant hereto.  Such notice shall set forth in reasonable
detail the facts of which the Indemnified Party is aware that may
give rise to the claim hereunder.  With respect to any third
party claim or action that could give rise to indemnity
hereunder, the Indemnified Party and the Indemnifying Party shall
each have the opportunity to participate in the defense of such
claim or action with counsel of such party's choice.
Notwithstanding the foregoing, the Indemnified Party shall direct
the defense, but any settlement of a claim or action or the
resolution of any matter giving rise to a claim for indemnity
under Section 8.1 shall be subject to the consent of the
Indemnifying Party, which consent shall not be unreasonably
withheld.  The Indemnifying Party shall reimburse the Indemnified
Party, promptly upon request therefor from time to time, for all
amounts owed and unpaid under Section 8.1, including costs of
defense and investigation as they accrue.  Notwithstanding the
requirements of the preceding provisions of this Section 8.2, no
failure by an Indemnified Party to provide any notice, permit any
participation or seek any consent under this Section 8.2 shall
relieve the Indemnifying Party of its obligations under Section
8.1, unless and only to the extent that such failure shall
increase


                              -31-

<PAGE>


the Damages indemnified against.
     
     8.3. SHAREHOLDERS REPRESENTATIVE.  USC hereby irrevocably
appoints, and by its adoption and approval of this Agreement
pursuant to Section 5.1 hereof, the Shareholder shall be deemed
to have elected and irrevocably appointed Delia O'Donnell as its
representative (the "Shareholders Representative") to act under
the Escrow Agreement solely and exclusively for the benefit of
the Shareholder with full power, without any further consent of
USC or Shareholder to (i) execute and deliver the Escrow
Agreement on behalf of the Shareholder, (ii) give any and all
instructions as may be required or as he in his sole discretion
deems appropriate under any provisions of the Escrow Agreement,
(iii) make all such other determinations and to give all such
other instructions to the Escrow Agent as the Shareholder's
Representative shall deem necessary or desirable to carry out the
provisions of the Escrow Agreement, and (iv) in the name and on
behalf of USC and the Shareholder to make any amendment to or
modification of the Escrow Agreement or make any determination,
compromise, settlement, request or demand or give any waiver,
notice or consent under the Escrow Agreement; and Canmax and the
Surviving Corporation shall be required to look to and may rely
exclusively upon any such instructions, amendments,
modifications, determinations, compromises, settlements, requests
or demands, waivers, notices or consents or other acts of the
Shareholders Representative.  The duties of the Shareholders
Representative shall only be those which are specifically
provided in the Escrow Agreement, and the Shareholders
Representative shall incur no liability whatsoever in his
capacity as such except for his willful misconduct or gross
negligence so long as he acts in good faith.  The Shareholders
Representative shall be fully protected in following any
instructions given to him by holders of more than 50% of the
outstanding shares of capital stock of USC immediately prior to
the Effective Time, whether such instructions be in writing or by
vote of such Shareholders at a meeting called by the Shareholders
Representative on ten (10) days' notice to such Shareholders at
their addresses as set forth in the stock books of USC
immediately prior to the Effective Time, but the Shareholders
Representative shall be under no duty to apply for such
instructions in making any determination or taking any other
action under the Escrow Agreement.


ARTICLE 9.   TERMINATION.

     9.1. TERMINATION.  This Agreement may be terminated at any
time prior to the Closing Date:
     
          a.   by the written agreement of the parties hereto;

          b.   by any of USC, Canmax or CMI by written notice to
     the other parties if the transactions contemplated hereby
     shall not have been consummated pursuant hereto by 5:00 p.m.
     San Diego, California time on January 31, 1998 unless such
     date shall be extended by the mutual written consent the
     parties hereto;
          
          c.   by Canmax and CMI by written notice to USC if any
     of the conditions set forth in Sections 6.1 or 6.2 shall not
     have been, or if it becomes apparent that any of such
     conditions will not be, fulfilled by 5:00 p.m. San Diego,
     California time on January 31, 1998 unless such failure
     shall be due to the failure of Canmax or CMI to perform or
     comply with any of the covenants, agreements or conditions
     hereof to be performed or complied with by it prior to the
     Closing; or


                              -32-

<PAGE>


          d.   by USC by written notice to Canmax and CMI if any
     of the conditions set forth in Sections 6.1 or 6.3 shall not
     have been, or if it becomes apparent that any of such
     conditions will not be, fulfilled by 5:00 p.m. San Diego,
     California time on January 31, 1998 unless such failure
     shall be due to the failure of USC to perform or comply with
     any of the covenants, agreements or conditions hereof to be
     performed or complied with by it prior to the Closing.

     9.2. EFFECT OF TERMINATION.  In the event of the termination
of this Agreement pursuant to the provisions of Section 9.1
hereof, this Agreement shall become void and have no effect,
without any liability to any Person in respect hereof or in
connection with the transactions contemplated hereby on the part
of any party hereto, or any of its directors, officers,
employees, agents, consultants, representatives, advisers,
stockholders or Affiliates, except (i) as specified in
Section 10.1 hereof, (ii) for any Damages suffered by Canmax and
CMI resulting from USC's material breach of the covenants set
forth in Section 4.1 hereof, or the confidentiality provisions
contained in the letter of intent executed in connection herewith
(or nondisclosure agreement referred to therein), and (iii) for
any Damages suffered by USC resulting from Canmax or CMI's
material breach of the covenants set forth in Section 4.2 hereof
or the confidentiality provisions contained in the letter of
intent executed in connection herewith (or nondisclosure
agreement referred to therein).


ARTICLE 10.  MISCELLANEOUS.

     10.1.     EXPENSES.  USC on the one hand, and Canmax and
CMI, on the other hand, shall bear their respective expenses,
costs and fees (including attorneys', auditors' and financing
commitment fees) in connection with the transactions contemplated
hereby, including the preparation, execution and delivery of this
Agreement and compliance herewith (the "Transaction Expenses"),
whether or not the transactions contemplated hereby shall be
consummated; provided that, in the event of the termination of
this Agreement by any party for any reason other than
attributable to the breach of any representation, warranty or
covenant contained herein, the non-terminating party shall be
entitle to recover from the terminating party up to $30,000 of
the accounting and legal fees and expenses incurred in connection
herewith.

     10.2.     SEVERABILITY.  If any provision of this Agreement,
including any phrase, sentence, clause, section or subsection is
inoperative or unenforceable for any reason, such circumstances
shall not have the effect of rendering the provision in question
inoperative or unenforceable in any other case or circumstance,
or of rendering any other provision or provisions herein
contained invalid, inoperative, or unenforceable to any extent
whatsoever.
     
     10.3.     NOTICES.  All notices, requests, demands, waivers
and other communications required or permitted to be given under
this Agreement shall be in writing and shall be deemed to have
been duly given if (a) delivered personally, (b) sent by
reputable next-day or overnight mail or delivery, proof of
delivery requested, or (c) sent by facsimile (receipt confirmed)
to the numbers set forth below:


                              -33-

<PAGE>

               (i)  if to Canmax or CMI,

                         Canmax Inc.
                         150 W. Carpenter Freeway
                         Irving, Texas  75039
                         Attention:  Philip M. Parsons
                         Facsimile No.:  (972) 281-2388

                    with a copy to:

                         William L. Rivers, Esq.
                         Arter & Hadden LLP
                         1717 Main Street, Suite 4100
                         Dallas, Texas  75201
                         Facsimile No.:  (214) 741-7139

               (ii) if to USC,

                         USCommunications, Inc.
                         13553 Poway Road, #1506.
                         Poway, California  92064
                         Attention:  James C. Bernet
                         Facsimile No.:  (619) 748-2806

                    with a copy to:

                         Ross G. Simmons, Esq.
                         Suite 157, The Promontory
                         11440 West Bernardo Court
                         San Diego, California  92127-1642
                         Facsimile No.:  (619) 676-1839

or, in each case, at such other address as may be specified in
writing to the other parties hereto.

     All such notices, requests, demands, waivers and other
communications shall be deemed to have been received (x) if by
personal delivery on the day of such delivery, (y) if by next-day
or overnight mail or delivery, on the day delivered, or (z) if by
facsimile (receipt confirmed), the date of transmission.

     10.4.     HEADINGS.  The headings contained in this
Agreement are for purposes of convenience only and shall not
affect the meaning or interpretation of this Agreement.

     10.5.     ENTIRE AGREEMENT.  This Agreement (including the
Schedules hereto) and the other agreements executed and delivered
by the parties hereunder or pursuant hereto (when executed and
delivered) constitute the entire agreement and supersede all
prior agreements and understandings, both written and oral, among
the parties hereto with respect to the subject matter hereof.


                              -34-

<PAGE>


     10.6.     COUNTERPARTS.  This Agreement may be executed in
several counterparts, each of which shall be deemed an original
and all of which shall together constitute one and the same
instrument.  Executed signature pages of this Agreement may be
transmitted to other parties to this Agreement by facsimile and,
if so transmitted, shall be deemed valid and binding on the party
transmitting its signature by facsimile.  That party shall
undertake to transmit original signature pages as soon as
possible thereafter.
     
     10.7.     GOVERNING LAW, ETC.  This Agreement shall be
governed in all respects, including as to validity,
interpretation and effect, by the internal laws of the State of
Texas without giving effect to the conflict of laws rules
thereof.
     
     10.8.     BINDING EFFECT.  This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and
their respective heirs, successors and permitted assigns.
     
     10.9.     ASSIGNMENT.  This Agreement shall not be
assignable or otherwise transferable by any party hereto without
the prior written consent of the other parties hereto.
     
     10.10.    NO THIRD PARTY BENEFICIARIES.  Nothing in this
Agreement shall confer any rights upon any Person or entity other
than the parties hereto and their respective, successors and
permitted assigns.
     
     10.11.    AMENDMENT; WAIVERS, ETC.  No amendment,
modification or discharge of this Agreement, and no waiver
hereunder, shall be valid or binding unless set forth in writing
and duly executed-by the party against whom enforcement of the
amendment, modification, discharge or waiver is sought. Any such
waiver shall constitute a waiver only with respect to the
specific matter described in such writing and shall in no way
impair the rights of the party granting such waiver in any other
respect or at any other time.  Neither the waiver by any of the
parties hereto of a breach of or a default under any of the
provisions of this Agreement, nor the failure by any of the
parties, on one or more occasions, to enforce any of the
provisions of this Agreement or to exercise any right or
privilege hereunder, shall be construed as a waiver of any other
breach or default of a similar nature, or as a waiver of any of
such provisions, rights or privileges hereunder.  The rights and
remedies herein provided are cumulative and are not exclusive of
any rights or remedies that any party may otherwise have at law
or in equity.
     

                   [Signature Pages Following]
                                
                                
                                
                                
                                
                                
                                
                                
                                
                              -35-


<PAGE>


     IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.

                              CANMAX INC.




                              By:  /s/ PHILIP M. PARSONS
                                 --------------------------------
                              Name:  Philip M. Parsons
                                   ------------------------------
                              Title:  Treasurer
                                    -----------------------------


                              CNMX MERGERSUB, INC.




                              By:  /s/ PHILIP M. PARSONS
                                 --------------------------------
                              Name:  Philip M. Parsons
                                   ------------------------------
                              Title:  Treasurer
                                    -----------------------------


                              USCOMMUNICATION SERVICES, INC.




                              By:  /s/  JAMES C. BERNET
                                 --------------------------------
                              Name:
                                   ------------------------------
                              Title:  President
                                    -----------------------------




                              /s/  DELIA O'DONNELL
                              -----------------------------------
                              Delia O'Donnell,
                              as Trustee of the trust created
                              under the Voting Trust Agreement of
                              National Transportation Products,
                              Inc. dated as of May 1, 1997 and
                              amended December 1, 1997.



                              /s/  DELIA O'DONNELL
                              -----------------------------------
                              Delia O'Donnell, Individually


                              -36-