THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
UNDER ANY APPLICABLE LAW OR REGULATION OF ANY STATE.  THIS COMMON
STOCK WARRANT MAY NOT BE SOLD, OFFERED, ASSIGNED OR TRANSFERRED
UNLESS THE WARRANT IS REGISTERED UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS, OR UNLESS SUCH OFFERS, SALES,
ASSIGNMENTS AND TRANSFERS ARE MADE PURSUANT TO THE AVAILABLE
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

                           CANMAX INC.
                                
                  COMMON STOCK PURCHASE WARRANT

                                         DATED:  January 30, 1998
<TABLE>
<S>                      <C>                 <C>       <C>
Number of Common Shares: 1,500,000           Holder:   Delia O'Donnell, Trustee
Purchase Price:          $1.25 per share               13533 Poway Road, Suite 1506
Expiration Date:         January 31, 2003              Poway, CA  92064

   For identification only.  The governing terms of this Warrant are set forth below.


</TABLE>

     CANMAX INC., a Wyoming corporation (the "Company"), hereby
certifies that, for value received, Delia O'Donnell, Trustee of
the trust created under agreement dated May 1, 1997 and amended
December 1, 1997 (the "Holder"), is entitled, subject to the
terms set forth below, to purchase from the Company at any time
or from time to time prior to January 31, 2003 (the "Exercise
Period"), at the Purchase Price hereinafter set forth, One
Million Five Hundred Thousand (1,500,000) fully paid and
nonassessable shares of Common Stock (as hereinafter defined) of
the Company.  The number and character of such shares of Common
Stock and the Purchase Price are subject to adjustment as
provided herein.

     The purchase price per share of Common Stock issuable upon
exercise of this Warrant (the "Purchase Price") shall initially
be $1.25; provided, however, that the Purchase Price shall be
adjusted from time to time as provided herein.

     As used herein the following terms, unless the context
otherwise requires, have the following respective meanings:

          (a)  The term "Company" shall mean Canmax Inc. and any
     entity that shall succeed or assume the obligations of such
     corporation hereunder.

          (b)  The term "Common Stock" means the Company's common
     stock, no par value per share.

          (c)  The term "Fair Market Value" means the closing
     price of the shares of Common Stock on the date of delivery
     of any Notice of Exercise as reported on the Nasdaq SmallCap
     Market (or other exchange on which the Common Stock is
     traded or,


                               -1-

<PAGE>

     if not traded on any exchange, then the closing bid price as
     of such date on the over-the-counter market or, if not
     quoted on the over-the-counter market, then as determined by
     the Board of Directors).

          (d)  The term "Warrant Shares" means as of any date
     during the Exercise Period, that number of shares of Common
     Stock which shall be exercisable by the Holder hereof
     pursuant to the terms of this Warrant.

     1.   EXERCISE OF WARRANT.

          1.1. METHOD OF EXERCISE.  This Warrant may be exercised
     in whole or in part (but not as to a fractional share of
     Common Stock), at any time and from time to time during the
     Exercise Period for up to, but not more than, the number of
     Warrant Shares at such time, by the Holder hereof by
     delivery to the Company at its principal office of (i) a
     notice of exercise (a "Notice of Exercise") substantially in
     the form attached hereto as Exhibit A, (ii) evidence
     satisfactory to the Company of the authority of the person
     executing such Notice of Exercise, (iii) this Warrant, and
     (iv) payment of the Purchase Price multiplied by the number
     of shares of Common Stock for which this Warrant is being
     exercised (the "Exercise Price"). Payment of the Exercise
     Price shall be made (A) by check or bank draft payable to
     the order of the Company or by wire transfer to the account
     of the Company or (B) by Holder's surrender to the Company
     of a number of shares of Common Stock owned by Holder for at
     least six months having an aggregate Fair Market Value equal
     to the Exercise Price.  The shares so purchased shall be
     deemed to be issued as of the close of business on the date
     on which the Company shall have received from the Holder
     payment in full of the Exercise Price and the other
     documents referred to herein (the "Exercise Date").
     
          1.2. REGULATION D RESTRICTIONS.  The Holder hereof
     represents and warrants to the Company that it has acquired
     this Warrant and anticipates acquiring the shares of Common
     Stock issuable upon exercise of the Warrant solely for its
     own account for investment purposes and not with a view to
     or for distributing such securities unless such distribution
     has been registered with the Securities and Exchange
     Commission or an applicable exemption is available therefor.
     At the time this Warrant is exercised, the Company may
     require the Holder to state in the Notice of Exercise such
     representations concerning the Holder as are necessary or
     appropriate to assure compliance by the Holder with the
     Securities Act.
     
     2.   DELIVERY OF STOCK CERTIFICATES, ETC., ON EXERCISE.
As soon as practicable after the exercise of this Warrant,
the Company will cause to be issued in the name of and
delivered to the Holder a certificate for the number of
fully paid and nonassessable shares of Common Stock to which
the Holder shall be entitled on such exercise, plus, in lieu
of any fractional share to which the Holder would otherwise
be entitled, cash equal to such fraction multiplied by the
then applicable Purchase Price, together with any other
stock or other securities and property (including cash,
where applicable) to which the Holder is entitled upon such
exercise pursuant to Section 1 or otherwise.



                               -2-
                                
<PAGE>

     3.   ADJUSTMENTS ON CERTAIN CAPITAL TRANSACTIONS.  On the
occurrence of any of the following events, the following
adjustments to the rights granted under this Warrant shall be
made:

          3.1. In case the number of outstanding shares of Common
     Stock of the Company shall be increased by way of a stock
     dividend, stock split, recapitalization, or other similar means,
     the number of unexercised shares of Common Stock covered by this
     Warrant shall be increased by the amount that a like number of
     shares of outstanding Common Stock shall have been increased as a
     result of such stock increase and the Purchase Price shall be
     adjusted by multiplying the Purchase Price in effect immediately
     prior to such stock increase by a fraction, the numerator of
     which shall be the number of unexercised shares covered by this
     Warrant immediately prior to such stock increase and the
     denominator of which shall be the number of unexercised shares of
     Common Stock covered by this Warrant as adjusted for such stock
     increase.
     
          3.2. In case the number of outstanding shares of Common
     Stock of the Company shall be reduced by recapitalization,
     reverse stock split or otherwise, the number of unexercised
     shares covered by this Warrant shall be reduced by the
     amount that a like number of shares of outstanding Common
     Stock shall have been reduced as a result of such stock
     reduction and the Purchase Price shall be adjusted by
     multiplying the Purchase Price in effect immediately prior
     to such stock reduction by a fraction, the numerator of
     which shall be the number of unexercised shares covered by
     this Warrant immediately prior to such stock reduction and
     the denominator of which shall be the number of unexercised
     shares covered by this Warrant as adjusted for such stock
     reduction.
     
          3.3. In case the Company shall consolidate with or
     merge into another corporation, the holder of this Warrant
     will thereafter receive, upon the exercise thereof in
     accordance with the terms of this Warrant, the securities or
     property to which the holder of the number of shares of
     Common Stock then deliverable upon the exercise of this
     Warrant would have been entitled upon such consolidation or
     merger ("Other Securities") and the Company shall take such
     steps in connection with such consolidation or merger as may
     be necessary to assure that the provisions hereof shall
     thereafter be applicable, as nearly as reasonably may be, in
     relation to any securities or property thereafter
     deliverable upon the exercise of this Warrant.
     
     4.   RIGHTS AS A SHAREHOLDER.  Holder shall not have
any rights as a shareholder of the Company with respect to
the shares subject to this Warrant.

     5.   SECURITIES LAW REQUIREMENTS.  Neither this Warrant nor
the Warrant Shares have been registered under the Securities Act
or any state securities or blue sky laws.  Accordingly, upon (a)
any transfer of this Warrant, any transferee of this Warrant or
(b) the exercise of this Warrant in whole or in part, and if the
Warrant Shares have not been registered under the Securities Act,
Holder or any other person exercising this Warrant shall, as
applicable, represent and agree in writing satisfactory to the
Company that Holder or such other person (a) is acquiring

                               -3-
                                
<PAGE>

the shares for the purpose of investment and not with a view to
distribution thereof, (b) knows the shares have not been
registered under the Securities Act or any state securities or
blue sky laws, (c) understands that he must bear the economic
risk of said investment for an indefinite period of time until
the shares are registered under the Securities Act and applicable
state securities or blue sky laws or an exemption from such
registration is available, and (d) will not solicit any offer to
sell or sell all or any portion of the shares other than pursuant
to an opinion of counsel reasonably satisfactory to the Company.

     6.   RESERVATION OF STOCK, ETC. ISSUABLE ON EXERCISE OF
WARRANT.  The Company will at all times reserve and keep
available, solely for issuance and delivery on the exercise of
this Warrant, all shares of Common Stock (or Other Securities)
from time to time issuable on the exercise of this Warrant.

     7.   REPLACEMENT OF WARRANT.  On receipt of evidence
reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of any
such loss, theft or destruction of this Warrant, on delivery of
an indemnity agreement or security satisfactory in form and
amount to the Company or, in the case of any such mutilation, on
surrender and cancellation of this Warrant, the Company at its
expense will execute and deliver, in lieu thereof, a new warrant
of like tenor.

     8.   NOTICES, ETC.  All notices and other communications
hereunder shall be personally delivered, telecopied or mailed by
first class registered or certified mail, postage prepaid, at
such address of facsimile numbers as may have been furnished to
each party by the other in writing.

     9.   MISCELLANEOUS.  This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument
in writing signed by the party against which enforcement of such
change, waiver, discharge or termination is sought. This Warrant
shall be construed and enforced in accordance with and governed
by the internal laws of the State of Texas.  The headings in this
Warrant are for purposes of reference only, and shall not limit
or otherwise affect any of the terms hereof. The invalidity or
unenforceability of any provision hereof shall in no way affect
the validity or enforceability of any other provision.

                    [SIGNATURE PAGE FOLLOWS]
                                
                                
                                
                                
                               -4-
                                
<PAGE>


     DATED as of January 30, 1998.

                         CANMAX INC.
                         
                         
                         
                         
                         By:  /s/ PHILIP M. PARSONS
                            -------------------------------------
                         Name:  Philip M. Parsons
                         Title:  Treasurer
                         
                         Address:  150 West Carpenter Freeway
                                   Irving, Texas  75039
                                   Fax:  (972) 281-2388
                         
                         
                         
                         HOLDER:
                         
                         
                         /s/  DELIA O'DONNELL
                         ----------------------------------------
                         DELIA O'DONNELL, TRUSTEE OF THE TRUST
                         CREATED UNDER AGREEMENT DATED MAY 1,
                         1997 AND AMENDED DECEMBER 1, 1997
                         
                         
                         Address:  13533 Poway Road, Suite 1506
                                   Poway, CA  92064
                                   Fax:  (619) 748-2806



                               -5-

<PAGE>

                            EXHIBIT A
                                
                                
              FORM OF NOTICE OF EXERCISE - WARRANT
              ------------------------------------

        (To be executed only upon exercise or conversion
               of the Warrant in whole or in part)

To Canmax Inc.

     The undersigned registered holder of the accompanying
Warrant hereby exercises such Warrant or portion thereof for, and
purchases thereunder, ______________<F1> shares of Common Stock
(as defined in such Warrant) and herewith makes payment therefor
of (a) $__________ or (b) __________ shares of Common Stock duly
endorsed to Canmax, Inc. having an aggregate Fair Market Value of
_____________, in each case as of the date written below.  The
undersigned requests that the certificates for such shares of
Common Stock be issued in the name of, and delivered to,
______________________________________________ whose address is
_______________________________________________________________.


Dated:  ____________________________



                              ___________________________________
                              (Name must conform to name of
                              holder as specified on the face of
                              the Warrant)



                              By:  ______________________________
                              Name:______________________________
                              Title:_____________________________

                              Address of holder:
                              ___________________________________
                              ___________________________________
                              ___________________________________


Date of exercise:  ____________________


<F1> Insert the number of shares of Common Stock as to which the
accompanying Warrant is being exercised. In the case of a partial
exercise, a new Warrant or Warrants will be issued and delivered,
representing the unexercised portion of the accompanying Warrant,
to the holder surrendering the same.