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: 1,000,000           Holder:   James C. Bernet
Purchase Price:          $2.00 per share               13553 Poway Road, Suite 1506
Expiration Date:         Five (5) years                Poway, CA  92064
                            from date of vesting

    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, James C. Bernet (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 the earlier of (a) five (5) years following the date of the
vesting, if ever, of the Warrant Shares or (b) the date of the
termination of the employment of James C. Bernet ("Bernet") under
the Employment Contract of even date herewith among Bernet, the
Company and USC either (i) by the Company or USC for "cause" (as
defined therein), or (ii) by Bernet voluntarily (the "Exercise
Period"), at the Purchase Price hereinafter set forth, One
Million (1,000,000) 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 $2.00; 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" means 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.


                               -1-

<PAGE>

          (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, 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 "Tax Withholding Liability" means all
     federal and state income taxes, social security taxes and
     other taxes applicable to compensation income arising from
     the exercise of this Warrant required by applicable law to
     be withheld by the Company.
     
          (e)  The term "USC" means USCommunication Services,
     Inc., a Delaware corporation and wholly owned subsidiary of
     the Company.

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

     1.   VESTING AND EXERCISE OF WARRANT.

          1.1. VESTING.  Holder's right to purchase any Warrant Shares
     hereunder shall not vest unless the business operations of USC
     generate after tax earnings (calculated in accordance with
     generally accepted accounting principles) of at least the Target
     Earnings (as defined below) for any fiscal year of the Company
     ending during the three (3) year period following the date
     hereof.  As used herein, the term "Target Earnings" shall mean
     the product of (a) $1.00 multiplied by (b) the sum of 5.0 million
     plus the number of any Acquisition Shares (as defined below); and
     the term "Acquisition Shares" shall mean the number of shares of
     Common Stock issued in connection with the acquisition (by stock
     or asset purchase, merger, business combination or otherwise) of
     the business of any person or entity (i) that is similar or
     complimentary to the business of USC at the time of acquisition
     (as determined in good faith by Holder and the Board of Directors
     of the Company), and (ii) the profits and losses from which are
     included in determining the after tax earnings of USC for
     purposes of this Section 1.1.   The Company shall use its best
     efforts to cause the business operations of USC to be accounted
     for separately from the other business operations of Company and
     its subsidiaries for the purpose of making the calculations set
     forth in this Section 1.1.  Holder shall not have any right to
     acquire any Warrant Shares pursuant to this Warrant prior to the
     vesting of such rights as set forth in this Section 1.1, and such
     right must vest, if at all, within such three (3) year period.
     
          1.2. METHOD OF EXERCISE.  This Warrant may be exercised
     (subject to the vesting requirements set forth above) by the
     Holder hereof 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 vested Warrant Shares at such time, by
     delivery to the Company at its principal office of (i) a
     notice of exercise (a
     
                                 -2-
                                
     <PAGE>
     
     "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 (A) the
     Purchase Price multiplied by the number of shares of Common
     Stock for which this Warrant is being exercised (the
     "Exercise Price") and (B) Tax Withholding Liability.
     Payment of the Exercise Price and Tax Withholding Liability
     shall be made by (a) check or bank draft payable to the
     order of the Company or by wire transfer to the account of
     the Company, (b) Holder's surrender to the Company of a
     number of shares of Common Stock owned by Holder for at
     least six (6) months having an aggregate Fair Market Value
     equal to the Exercise Price and Tax Withholding Liability,
     (c) Holder's authorization for the Company to withhold from
     the Warrant Shares a number of shares of Common Stock having
     an aggregate Fair Market Value equal to the Exercise Price
     and Tax Withholding Liability, or (d) any combination of the
     foregoing.  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 Tax Withholding Liability and the
     other documents referred to herein (the "Exercise Date").
     
          1.3. 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.

     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
     
                               -3-
                                
     <PAGE>
     
     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 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.

                               -4-
                                
<PAGE>

     6.   TRANSFER RESTRICTIONS.  This Warrant shall be
exercisable only by Holder and any Permitted Transferees (as
defined below) and shall not otherwise be assignable or
transferable.  Except as otherwise provided herein, any attempted
alienation, assignment, pledge, hypothecation, attachment,
execution or similar process, whether voluntary or involuntary,
with respect to all or any part of this Warrant or any right
hereunder, shall be null and void.  Notwithstanding the
foregoing, Holder shall have the right to transfer his rights
hereunder by any testamentary or non-testamentary gift, bequest
or devise to his spouse or any of his children, or any trust
established for the benefit of such persons (collectively,
"Permitted Transferees").

     7.   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.

     8.   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.

     9.   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.

     10.  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]
                                
                                
                                
                                
                                
                                
                                
                               -5-

<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/  JAMES C. BERNET
                         ----------------------------------------
                         James C. Bernet

                         Address:  13353 Poway Road, Suite 1506
                                   Poway, CA  92064
                                   Fax:  (619) 748-2806



                               -6-

<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
(including any Tax Withholding Liability) of either (a)
$__________, (b) _____________ shares of Common Stock that have
been held by Holder for no less than six (6) months and have an
aggregate Fair Market Value of $_______________, or (c) _________
shares of Common Stock issuable upon the exercise of this
Warrant, which shares are to be withheld by the Company and have
an aggregate Fair Market Value of $____________, in either such
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.