FOUNDERS EQUITY GROUP, INC.
2602 McKinney, Suite 220
Dallas, Texas 75204
February 11, 1998
Canmax Retail Systems, Inc.
150 W. Carpenter Freeway
Irving, Texas 75039
Canmax Inc.
150 W. Carpenter Freeway
Irving, Texas 75039
Re: Loan Agreement
Gentlemen:
Canmax Retail Systems, Inc., a Texas corporation ("CRSI"), and Canmax
Inc., a Wyoming Corporation ("Canmax" and collectively with CRSI referred to
as "Borrowers"), have requested Founders Equity Group, Inc. ("Founders") and
Founders Mezzanine Investors III, LLC ("Mezzanine" and collectively with
Founders referred to as "Lenders"), to make up to a $2 million multiple
advance loan (the "Loan") to Borrowers. Lenders are willing to enter into a
loan agreement with Borrowers (the "Agreement") and to make the Loan to
Borrowers upon the terms and conditions hereof subject to the covenants and
agreements set forth herein.
Lenders and Borrowers have previously executed that certain Convertible
Loan Agreement dated as of December 15, 1997 (the "Prior Agreement"), pursuant
to which Lender agreed to advance to Borrowers up to $500,000 ($350,000 of which
has been advanced as of the date hereof). Lenders hereby agree to make the Loan
to Borrowers on substantially the same terms and conditions as set forth in the
Prior Agreement, with the following modifications:
1. LOAN CLOSING. The Loan shall be a multiple advance loan, pursuant to
which Borrowers may request, and Lender shall fund, advances (each an
"Advance") from time to time in increments of not less than $100,000.
2. DEBENTURES. Concurrent with each Advance, Borrowers shall execute a
debenture (each a "Debenture") in substantially the same form as the
debenture attached to the Prior Agreement, modified to reflect the
following terms:
a) each Advance shall bear interest at the rate of 10% per annum from
the date of Advance, payable on the first day of each month
following such Advance through the first anniversary of the date of
the Advance (each a "Maturity Date"), at which time the principal
and all unpaid interest shall be due and payable;
Letter to Canmax
February 11, 1998
Page 2
b) overdue amounts of principal and interest shall bear interest at the
rate of 12% per annum;
c) each Debenture shall be redeemable and/or convertible, as set forth
in the Debenture, at a conversion price equal to the five (5) day
trading average of the common stock of Canmax immediately preceding
the date of the Advance (the "Conversion Price"); and
d) in no event shall the maximum amount of shares of Canmax common
stock issuable in connection with the Loan exceed 1.6 million shares.
3. COMMITMENT FEE. As consideration for the commitment evidenced hereby,
Borrowers shall pay to Lender concurrent with the execution hereof a
commitment fee of $10,000. No other fees shall be due in connection with
the Loan.
4. USE OF PROCEEDS. Borrowers shall use the proceeds of the Loan for
working capital and other purposes approved by its Board of Directors.
5. SECURITY. Each Advance shall be secured pursuant to the terms of the
Security Agreement in the form as attached to the Prior Agreement.
6. COMMITMENT TERMINATION. Lender shall not have any obligation to accept
or make any requested Advances under the Loan following the first
anniversary of the date hereof.
If this Agreement represents your understanding as to the Loan, and you
agree to be bound by its terms, please sign below where indicated and return an
executed copy of this Agreement to Lenders. By your execution below, you agree
to execute within 30 days of the date hereof a Convertible Loan Agreement in
substantially the same form as the Prior Agreement, subject to the modifications
set forth herein.
Sincerely,
FOUNDERS EQUITY GROUP, INC.
By: /s/ Scotty Dell Cook
-------------------------------------
Scotty Dell Cook, Chairman
FOUNDERS MEZZANINE INVESTORS, LLC
By: Founders Equity Group, Inc., Manager
By: /s/ Scotty Dell Cook
---------------------------------
Scotty Dell Cook, Chairman
Letter to Canmax
February 11, 1998
Page 3
AGREED TO AND ACCEPTED BY:
Canmax Inc.
By: /s/ Roger D. Bryant
--------------------------------
Roger D. Bryant,
President
Canmax Retail Systems, Inc.
By: /s/ Roger D. Bryant
--------------------------------
Roger D. Bryant,
President