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                                                                   EXHIBIT 10.33


                              SECURITY AGREEMENT


          For valuable consideration, the undersigned (the "Customer") agrees
with Canadian Imperial Bank of Commerce, in its capacity as administrative agent
(the "Agent") under the Credit Agreement made as of January 29, 1999 between the
Customer as borrower, the Agent, as one Lender, and the various other Lenders
(as such term is defined thereunder), (as such credit agreement may be amended,
restated, supplemented or otherwise modified from time to time, the "Credit
Agreement") as follows:

1.             GRANT OF SECURITY. The Customer mortgages, charges and assigns to
               -----------------
     the Agent, and grants to the Agent, and the Agent takes, a Security
     Interest in the property described in the following paragraph or paragraphs
     of this section (as applicable in accordance with the NOTE appearing at the
     end of this section), and in all property described in any schedules,
     documents or listings that the Customer may from time to time sign and
     provide to the Agent in connection with this Agreement, and in all present
     and future Accessions to, and all Proceeds of, any such property
     (collectively, the "Collateral") as a general and continuing collateral
     security for the due payment and performance of the Obligations:


     [_] (a) SPECIFIC PERSONAL PROPERTY: the Personal Property described in
             Schedule A.

     [X] (b) ALL PERSONAL PROPERTY: all of the Customer's present and after-
             acquired undertaking and Personal Property (including any property
             that may be described in Schedule A) but excluding Consumer Goods.

     [_] (c) ALL REAL PROPERTY: all of the Customer's present and after-acquired
             real property including any property that may be described in
             Schedule A), together with all buildings placed, installed or
             erected on any such property and all fixtures.

Provided that, notwithstanding the foregoing, nothing in this section 1 shall
mortgage, charge or assign any Intellectual Property (as that term is defined in
the Credit Agreement) but shall grant a security interest therein.

NOTE:     CHECK APPROPRIATE BOX OR BOXES TO INDICATE WHICH OF PARAGRAPHS (A),
          (B) OR (C) ARE TO APPLY.  IF NO BOX IS CHECKED OFF, PARAGRAPH (B) WILL
          APPLY.

2.             GOVERNING LAW. This Agreement is governed by laws of Manitoba and
               -------------
     the federal laws of Canada applicable in that Province.
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                                      -2-

ADDITIONAL TERMS AND CONDITIONS.  THE ADDITIONAL TERMS AND CONDITIONS (INCLUDING
-------------------------------                                                 
ANY SCHEDULES) ON THE FOLLOWING PAGES FORM PART OF THIS AGREEMENT.

          The Customer has signed this Agreement on   January            , 1999.
                                                    ---------------------

                                    3578275 CANADA INC.



                                    by      /s/  DONALD CIHAK
                                       ----------------------------------

                                    1180 Springfield Road
                                    Winnipeg, Manitoba  R2C 2Z2
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                                      -3-

                        ADDITIONAL TERMS AND CONDITIONS

3.             RECEIVABLES. If the Collateral includes Receivables, the Agent
               ----------- 
     may, during the continuance of an Event of Default, advise any Person who
     is liable to make any payment to the Customer of the existence of this
     Agreement. The Agent may from time to time confirm with such Persons the
     existence and the amount of the Receivables. During the continuance of an
     Event of Default, the Agent may collect and otherwise deal with the
     Receivables in such manner and upon such terms as the Agent considers
     appropriate.

4.             RECEIPTS PRIOR TO DEFAULT. Until and during such time as the
               -------------------------
     Obligations are declared to be forthwith due and payable pursuant to
     section 9.2 of the Credit Agreement, all amounts received by the Agent as
     Proceeds of the Collateral will be applied on account of the Obligations in
     such manner and at such times as the Agent may consider appropriate or, at
     the Agent's option, may be held unappropriated in a collateral account or
     released to the customer.

5.             DEFAULT.
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     (a)  RIGHTS UPON DEFAULT.  Upon and during such time as the Obligations are
          -------------------                                                   
          declared to be forthwith due and payable pursuant to section 9.2 of
          the Credit Agreement, the Agent and the Receiver, as applicable, will
          to the extent permitted by law have the following rights.

          (i)  APPOINTMENT OF RECEIVER. The Agent may by instrument in writing
               -----------------------
               appoint any Person as a Receiver of all or any part of the
               Collateral. The Agent may from time to time remove or replace a
               Receiver, or make application to any court of competent
               jurisdiction for the appointment of a Receiver. Any Receiver
               appointed by the Agent will (for purposes relating to
               responsibility for the Receiver's acts or omissions) be
               considered to be the Customer's agent. The Agent may from time to
               time fix the Receiver's remuneration and the Customer will pay
               the Agent the amount of such remuneration. The Agent will not be
               liable to the Customer or any other Person in connection with
               appointing or not appointing a Receiver or in connection with the
               Receiver's actions or omissions.

          (ii) DEALINGS WITH THE COLLATERAL. The Agent or a Receiver may take
               ----------------------------
               possession of all or any part of the Collateral and retain it for
               as long as the Agent or the Receiver considers appropriate,
               receive any rents and profits from the Collateral, carry on (or
               concur in carrying on) all or any part of the Customer's business
               or refrain from doing so, borrow on the security of the
               Collateral, repair the Collateral, process the Collateral,
               prepare the Collateral for sale, lease or other disposition, and
               sell or lease (or concur in selling or leasing) or otherwise
               dispose of the Collateral on such terms and conditions (including
               among other things by arrangement providing for deferred
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                                      -4-

                payment) as the Agent or the Receiver considers appropriate. The
                Agent or the Receiver may (without charge and to the exclusion
                of all other Persons including the Customer) enter upon any
                Place of Business.

          (iii) REALIZATION. The Agent or a Receiver may use, collect, sell,
                -----------                                                 
                lease or otherwise dispose of, realize upon, release to the
                Customer or other Persons and otherwise deal with, the
                Collateral in such manner, upon such terms (including among
                other things by arrangement providing for deferred payment) and
                at such times as the Agent or the Receiver considers
                appropriate. The Agent or the Receiver may make any sale, lease
                or other disposition of the Collateral in the name of and on
                behalf of the Customer or otherwise .

          (iv)  APPLICATION OF PROCEEDS AFTER DEFAULT.  All Proceeds of
                -------------------------------------                  
                Collateral received by the Agent or a Receiver may be applied to
                discharge or satisfy any expenses (including among other things
                the Receiver's remuneration and other expenses of enforcing the
                Agent's rights under this Agreement), Charges, borrowings, taxes
                and other outgoings affecting the Collateral or which are
                considered advisable by the Agent or the Receiver to preserve,
                repair, process, maintain or enhance the Collateral or prepare
                it for sale, lease or other disposition, or to keep in good
                standing any Charges on the Collateral ranking in priority to
                any Charge created by this Agreement, or to sell, lease or
                otherwise dispose of the Collateral. The balance of such
                Proceeds will be applied to the Obligations in such manner and
                at such times as the Agent consider appropriate and thereafter
                will be accounted for as required by law.

     (b)  OTHER LEGAL RIGHTS.  Before and during the continuation of an Event of
          ------------------                                                    
          Default, the Agent will have, in addition to the rights specifically
          provided in this Agreement, the rights of a secured party under the
          PPSA, as well as the rights recognized at law and in equity. No right
          will be exclusive of or dependent upon or merge in any other right,
          and one or more of such rights may be exercised independently or in
          combination from time to time.

     (c)  DEFICIENCY.  The Customer will remain liable to the Agent for payment
          ----------                                                           
          of any Obligations that are outstanding following realization of all
          or any part of the Collateral.

6.             THE AGENT NOT LIABLE. The Agent will not be liable to the
               --------------------
     Customer or any other Person for any failure or delay in exercising any of
     its rights under this Agreement (including among other things any failure
     to take possession of, collect or sell, lease or otherwise dispose of, any
     Collateral). None of the Agent, a Receiver or any agent of the
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                                      -5-

     Agent (including, in Alberta any sheriff) is required to take, or will have
     any liability for any failure to take or delay in taking, any steps
     necessary or advisable to preserve rights against other Persons under any
     Chattel Paper, Securities or Instrument in possession of the Agent, a
     Receiver or the Agent's agent.

7.             FURTHER ASSURANCES. The Customer will from time to time as soon
               ------------------
     as practicable following the request by the Agent take such action
     (including among other things the signing and delivery of financing
     statements and financing change statements, other schedules, documents or
     listings describing property included in the Collateral, further
     assignments and other documents, and the registration of this Agreement) as
     the Agent may require in connection with the Collateral or as the Agent
     might consider necessary to give effect to this Agreement. If permitted by
     law, the Customer waives the right to sign or receive a copy of any
     financing statement or financing change statement, or any statement issued
     by any registry that confirms any registration of a financing statement or
     financing change statement, relating to this Agreement. The Customer
     irrevocably appoints the Manager or the Acting Manager from time to time of
     the Agent's branch specified on the first page of this Agreement as the
     Customer's attorney (with full powers of substitution and delegation) to
     sign, during the continuance of an Event of Default, all documents required
     to give effect to this section. Nothing in this section affects the right
     of the Agent as secured party, or any other Person on the Agent's behalf,
     to sign and file or deliver (as applicable) all such financing statements,
     financing change statements, notices, verification agreements and other
     documents relating to the Collateral and this Agreement as the Agent or
     such other Person considers appropriate.

8.             DEALINGS BY THE AGENT. The Agent may from time to time increase,
               ---------------------
     reduce, discontinue or otherwise vary the Customer's credit facilities,
     grant extensions of time and other indulgences, take and give up any
     Charge, abstain from taking, perfecting or registering any Charge, accept
     compositions, grant releases and discharges and otherwise deal with the
     Customer, customers of the Customer, guarantors and others, and with the
     Collateral and any Charges held by the Agent, as the Agent considers
     appropriate without affecting the Customer's obligations to the Agent or
     the Agent's rights under this Agreement.

9.             DEFINITIONS.  In this Agreement;
               -----------                     

     "ACCESSIONS", "ACCOUNT", "CHATTEL PAPER", DOCUMENT OF TITLE", "EQUIPMENT",
     "GOODS", "INSTRUMENT", INTANGIBLE", "INVENTORY", "PROCEEDS", "PURCHASE-
     MONEY SECURITY INTEREST" and "SECURITY INTEREST" have the respective
     meanings given to them in the PPSA.

     "BOOKS AND RECORDS" means all books, records, files, papers, disks,
     documents and other repositories of data recording, evidencing or relating
     to the Collateral to which the Customer (or any Person on the Customer's
     behalf) has access.
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                                      -6-

     "CHARGE" means any mortgage, charge, pledge, hypothecation, lien (statutory
     or otherwise), assignment, financial lease, title retention agreement or
     arrangement, security interest or other encumbrance of any nature however
     arising, or any other security agreement or arrangement creating in favour
     of any creditor a right in respect of a particular property that is prior
     to the right of any other creditor in respect of such property.

     "CONSUMER GOODS" has the meaning given to it in the PPSA, except that, if
     this Agreement is governed by the laws of the Yukon, it does not include
     special consumer goods as that term is defined in the Yukon PPSA.

     "EVENT OF DEFAULT" has the meaning ascribed thereto in the Credit
     Agreement.

     "MONEY" has the meaning given to it in the PPSA or, if there is no such
     definition, means a medium of exchange authorized or adopted by the
     Parliament of Canada as part of the currency of Canada, or by a foreign
     government as part of its currency.

     "OBLIGATIONS" has the meaning ascribed thereto as the Credit Agreement.

     "PERSON" means any natural person or artificial body (including among
     others any firm, corporation or government).

     "PERSONAL PROPERTY" means personal property and includes among other things
     Inventory, Equipment, Receivables, Books and Records, Chattel Paper, Goods,
     Documents of Title, Instruments, Intangibles (including intellectual
     property), Money and Securities, and includes all Accessions to such
     property.

     "PLACE OF BUSINESS" means a location where the Customer carries on business
     or where any of the Collateral is located (including any location described
     in Schedule B).

     "PPSA" means the legislation that applies in the province or territory
     noted in section 2 of this Agreement, as such legislation may be amended,
     renamed or replaced from time to time (and includes all regulations from
     time to time made under such legislation) as follows: in the case of
     Ontario, the Personal Property Security  Act, 1989; in the case of Alberta,
     British Columbia, Manitoba, Prince Edward Island, Saskatchewan and the
     Yukon Territory, the Personal Property Security Act; and in the case of any
     other province or territory, such legislation as deals generally with
     Charges on personal property;

     "RECEIVABLES" means all debts, claims and choses in action (including among
     other things Accounts and Chattel Paper) now or in the future due or owing
     to or owned by the Customer.

     "RECEIVER" means a receiver or a receiver and manager.
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                                      -7-

     "SECURITIES" has the meaning given to it in the PPSA or, if there is no
     such definition and the PPSA defines "security" instead, it means the
     plural of that term.

     "SERIAL NUMBER" means the number that the Person who manufactured or
     constructed a Serial Number Good permanently marked or attached to it for
     identification purposes or, if applicable, such other number as the PPSA
     stipulates as the serial number or vehicle information number to be used
     for registration purposes of such Serial Number Good.

     "SERIAL NUMBER GOOD" means a motor vehicle, trailer, mobile home, aircraft
     airframe, aircraft engine or aircraft propeller, boat or an outboard motor
     for a boat.

10.            GENERAL.
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     (a)  RESERVATION OF THE LAST DAY OF ANY LEASE.  The Charges created by this
          ----------------------------------------                              
          Agreement do not extend to the last day of the term of any lease or
          agreement for lease; however, the Customer will hold such last day in
          trust for the Agent and, upon the exercise by the Agent of any of its
          rights under this Agreement during the continuation of an Event of
          Default, will assign such last day as directed by the Agent.

     (b)  ATTACHMENT OF SECURITY INTEREST.  The Security Interests created by
          -------------------------------                                    
          this Agreement are intended to attach (i) to existing Collateral when
          the Customer signs this Agreement, and (ii) to Collateral subsequently
          acquired by the Customer, immediately upon the Customer acquiring any
          rights in such Collateral. The parties do not intend to postpone the
          attachment of any Security Interest created by this Agreement.

     (c)  PURCHASE-MONEY SECURITY INTEREST.  If the Agent gives value for the
          --------------------------------                                   
          purpose of enabling the Customer to acquire rights in or to any of the
          Collateral, the Customer will in fact apply such value to acquire
          those rights (and will provide the Agent with such evidence in this
          regard as the Agent may require), the Customer grants to the Agent,
          and the Agent takes, a Purchase-Money Security Interest in such
          Collateral to the extent that the value is applied to acquire such
          rights. A certificate or affidavit of any of the Agent's authorized
          representatives is admissible in evidence to establish the amount of
          any such value.

     (d)  DESCRIPTION OF COLLATERAL IN SCHEDULE A.  The fact that box (b) or box
          ---------------------------------------                               
          (c) of section 1 has been checked without there being any property
          described in Schedule A does not affect the nature or validity of the
          Agent's security in the Collateral.

     (e)  ENTIRE AGREEMENT.  The Agent has not made any representation or
          ----------------                                               
          undertaken any obligation in connection with the subject matter of
          this Agreement other than as specifically set out in this Agreement,
          and in particular nothing continued in this
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                                      -8-

          Agreement will require the Agent to make, renew or extend the time for
          payment of any loan or other credit accommodation to the Customer or
          any other Person.

     (f)  ADDITIONAL SECURITY.  The Charges created by this Agreement are in
          -------------------                                               
          addition and without prejudice to any other Charge now or later held
          by the Agent. No Charge held by the Agent will be exclusive of or
          dependent upon or merge in any other Charge, and the Agent may
          exercise its rights under such Charges independently or in
          combination.

     (g)  SEVERABILITY; HEADINGS.  Any provision of this Agreement that is void
          ----------------------                                               
          or unenforceable in any jurisdiction is, as to that jurisdiction,
          ineffective to that extent without invalidating the remaining
          provisions of this Agreement. The headings in this Agreement are for
          convenience only and do not limit or extend the provisions of this
          Agreement.

     (h)  INTERPRETATION.  When the context so requires, the singular will be
          --------------                                                     
          read as the plural, and vice versa.

     (i)  COPY OF AGREEMENT. The Customer acknowledges receipt of a copy of this
          ----------------- 
          Agreement.

     (j)  WAIVERS. If this Agreement is governed by the laws of Saskatchewan and
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          the Customer is a corporation, the Customer agrees that The Limitation
          of Civil Rights Act, The Land Contracts (Actions) Act and Part IV
          (excepting only section 46 of The Saskatchewan Farm Security Act do
          not apply insofar as they relate to actions as defined in those Acts,
          or insofar as they relate to or affect this Agreement, the rights of
          the Agent under this Agreement or any instrument, Charge, security
          agreement or other document of any nature that renews, extends or is
          collateral to this Agreement.

     (k)  NOTICE.  The Agent may send to the Customer copies of any document
          ------                                                            
          required by the PPSA to be delivered by the Agent to the Customer in
          accordance with the notice provisions of the Credit Agreement.

     (l)  ENUREMENT ASSIGNMENT.  This Agreement will enure to the
          --------------------                                   
          benefit of and be binding upon (i) the Agent, its successors and
          assigns, and (ii) the Customer and the Customer's successors and
          permitted assigns. The Customer will not assign this Agreement without
          the Agent's prior written consent.
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                                      -9-

                                  SCHEDULE A


The following is a description of property included in the Collateral.
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                                      -10-

                                  SCHEDULE B

The following are the Places of Business (if space is insufficient, use a
separate sheet):


1180 Springfield Road                      210-19700 Langley By Pass
Winnipeg, Manitoba                         Langley, British Columbia
                                                                    
800 Cloverdale Avenue                      4141 Lougheed Highway    
Victoria, British Columbia                 Burnaby, British Columbia
                                                                    
9519A-49th Street                          9529-9543-41st. Avenue   
Edmonton, Alberta                          Edmonton, Alberta        
                                                                    
2866 Calgary Trail                         1434 Broad Street        
Edmonton, Alberta                          Regina, Saskatchewan     
                                                                    
1500 Regent Avenue                         1870 Portage Avenue      
Winnipeg, Manitoba                         Winnipeg, Manitoba       
                                                                    
1050 St. James Avenue                      289 King Street          
Winnipeg, Manitoba                         Winnipeg, Manitoba       
                                                                    
495 Archibald Avenue                       510 Gardiners Road       
Winnipeg, Manitoba                         Kingston, Ontario        
                                                                    
2287 Gladwin Crescent                      515 Wellington Road      
Ottawa, Ontario                            London, Ontario