SECURITY AGREEMENT

         M&A West,  Inc. of 1519  Edgewood,  Liberty,  Texas 77575,  hereinafter
called "Debtor",  and Vanderkam & Sanders,  440 Louisiana,  Suite 475,  Houston,
Texas 77002, hereinafter called "Secured Party", agree as follows:

Section I.      Creation of Security Interest.

         1.1 Debtor  hereby  pledges,  grants a security  interest in mortgages,
assigns,  transfers,  delivers,  sets over and confirms  unto Secured  Party the
Collateral  described in Section II of this Agreement to secure  performance and
payment of all debts, obligations and liabilities of every kind and character of
Debtor  now or  hereafter  existing  in  writing  in  favor  of  Secured  Party,
including,  but not limited to, (1) that certain  promissory note (the "Note" or
"Promissory  Note") dated October 16, 2001  attached  hereto as Exhibit "A"; (2)
future  advances to be  evidenced  by like notes to be made by Secured  Party to
Debtor at Secured Party's  Option;  and (3) all liabilities of Debtor to Secured
Party  now  existing  or  later  incurred,  matured  or  unmatured,   direct  or
contingent,  and any renewals and  extensions  of, and  substitutions  for, such
liabilities.  All such indebtedness is hereinafter sometimes called the "secured
indebtedness" or the "indebtedness secured hereby."

Section II.     Collateral.

         2.1 The  Collateral  of this  Security  Agreement  consists  of  Eleven
Million Seven Hundred Twenty-Five Thousand Four Hundred Forty-Nine  (11,725,449)
shares of Venturelist.com,  Inc.  ("Venturelist") duly issued to Debtor, and all
other property previously, presently or in the future deposited with Vanderkam &
Sanders by Debtor.  Upon the  execution  of this  Agreement,  Debtor will have a
share  certificate  delivered to Secured Party as well as an  irrevocable  stock
power. The Collateral includes also, without  limitation,  all property this day
delivered to and deposited with Secured Party, and all money and property of the
Debtor  heretofore  delivered  to or to come  into the  possession,  custody  or
control of Secured  Party in any manner or for any purpose  whatever  during the
existence of this Agreement,  and whether held in a general or special  account,
or deposited for safekeeping or otherwise,  together with all dividends (cash or
otherwise),  rights to receive  dividends,  stock  dividends,  dividends paid in
stock,  distributions upon redemption or liquidation,  distributions as a result
of split-ups,  recapitalizations or rearrangements,  all stock rights, rights to
subscribe,  voting rights, rights to receive securities, and all new securities;
and all other property which Debtor may hereafter  become entitled to receive on
account of such securities or other  property,  and in the event Debtor receives
any such property,  Debtor will immediately  deliver same to Secured Party to be
held by Secured Party in the same manner as the property originally deposited as
Collateral.  The  Collateral of this Agreement also includes (i) the proceeds of
any and all property  described above and (ii) any and all cash dividends of and
from any and all property described above.

Section III.    Payment Obligations of Debtor.

         3.1 Debtor shall pay to Secured  Party any sum or sums due or which may
become due pursuant to any instrument or agreement  evidencing any  indebtedness
or obligation of Debtor to Secured Party,  now or hereafter  executed by Debtor,
in  accordance  with the terms of such  instrument or agreement and the terms of
this Agreement.

         3.2  Debtor  shall pay to  Secured  Party on demand  all  expenses  and
expenditures,  including  reasonable  attorneys'  fees and other legal  expenses
incurred or paid by Secured Party in exercising  or  protecting  its  interests,
rights and remedies under this Security  Agreement,  plus interest  thereon from
date of expenditure until paid at the maximum nonusurious rate from time to time
permitted by applicable law (the "Highest Lawful Rate").

         3.3  Debtor  shall  pay the  entire  unpaid  indebtedness  of Debtor to
Secured  Party,  whether  created or  incurred  pursuant  to this  Agreement  or
otherwise, upon Debtor's default under this Agreement.


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Section IV.     Representations and Warranties.

         4.1    Debtor represents and warrants that:

(a)      All information, reports, statements and other data furnished by Debtor
         to Secured Party prior to,  contemporaneously with or subsequent to the
         execution  of  this  Security  Agreement  or  in  connection  with  the
         indebtedness secured hereby are and shall be true, correct and complete
         and do not  and  shall  not  omit to  state  any  fact or  circumstance
         necessary to make the information contained therein not misleading.

(b)      All investment  securities  and any like property  delivered to Secured
         Party as  Collateral  are  genuine,  duly and  validly  authorized  and
         issued,  fully  paid  and  nonassessable,  free of all  liens,  claims,
         demands,  equities or other security interests, and are hereby duly and
         validly  pledged and  hypothecated  to Secured Party in accordance with
         law.

(c)      Debtor owns the  Collateral and has the right to pledge the same and to
         transfer any interest therein;  all consents required for the pledge of
         the Collateral  herein  provided have been obtained;  the Collateral is
         free and clear from all security interests and encumbrances  except the
         security  interest  evidenced hereby;  there is no financing  statement
         covering the  Collateral or its proceeds on file in any public  office;
         and so long as the  indebtedness  secured  hereby  remains  unpaid  the
         Debtor  will  warrant  and defend the title to the  Collateral  and its
         proceeds  against  the claims and  demands  of all  persons  whomsoever
         claiming or to claim the same or any party thereof.

(d)      The  execution,  delivery and  performance  by Debtor of this Agreement
         does not and will not  contravene  or violate any provision of any law,
         rule,   regulation,   order,  writ,   judgment,   injunction,   decree,
         determination  or award presently in effect and applicable to Debtor or
         result in a breach of or  constitute  a default  (with or  without  the
         giving of notice or the lapse of time or both) under any  indenture  or
         loan,  credit or other agreement to which Debtor is a party or by which
         Debtor or any of Debtor's property may be bound or affected.

(e)      This Agreement  constitutes the legal,  valid and binding obligation of
         Debtor enforceable against Debtor in accordance with its terms.

(f)      No authorization, consent, approval, license, order or exemption of, or
         filing or  registration  with,  any court or  governmental  department,
         commission,  board,  bureau,  agency or  instrumentality,  domestic  or
         foreign,  is or will be  necessary  to the valid  execution  deliver or
         performance by Debtor of this Agreement or to the enforcement hereof by
         Secured Party.

(g)      No  representation  or warranty  contained herein or made in connection
         with the indebtedness  secured hereby, and no certificate,  schedule or
         other  document  furnished  in  connection  herewith,  contains or will
         contain,  at the time so made or furnished,  a misstatement of material
         fact or omits or will  omit to state a  material  fact  required  to be
         stated  therein in order to make the statements  contained  therein not
         misleading.

Section V.      Covenants.

         5.1 Debtor  covenants and agrees during the term of this Agreement with
Secured Party as follows:

(a)      Debtor  shall  furnish  to Secured  Party  such stock  powers and other
         instruments  as  may  be  required  by  Secured  Party  to  assure  the
         transferability of the Collateral when and as often as may be requested
         by Secured Party.

(b)      Debtor  will  cause  to be paid  prior to  delinquency  all  taxes  and
         assessments  heretofore  or  hereafter  levied or assessed  against the
         Collateral, or any part thereof, or against the Secured Party for or on
         account of the  indebtedness  secured hereby or the interest created by
         this  Agreement,  and will furnish Secured Party with receipts or other
         satisfactory  evidence showing payment of such taxes and assessments at
         least ten (10) days prior to the applicable default date therefore.
<PAGE>

(c)  Debtor will, on request of Secured Party,  (i) promptly correct any obvious
     clerical defect,  error or omission which may be discovered in the contents
     of  this  Agreement  or in any  other  instrument  executed  in  connection
     herewith or in the  execution  or  acknowledgment  thereof;  (ii)  execute,
     acknowledge   and  deliver  to  Secured  Party  such  further   instruments
     (including  without  limitation  further  security  agreements,   financing
     statements and continuation  statements) and do such further acts as may be
     necessary,  desirable or proper to carry out more  effectively the purposes
     of this Agreement and such other instruments and to subject to the security
     interests hereof and thereof any property  intended by the terms hereof and
     thereof  to be covered  hereby and  thereby,  including  specifically,  but
     without limitation, any renewals, additions, substitutions, replacements or
     appurtenances  to the then Collateral;  and (iii) execute,  acknowledge and
     deliver to Secured Party any document or instrument (including specifically
     any financing  statement)  deemed advisable by Secured Party to protect the
     security  interest  hereunder  against  the  rights  or  interest  of third
     persons, and Debtor will pay all costs connected with any of the foregoing.

(d)  Notwithstanding  the security  interest in proceeds granted herein,  Debtor
     will not sell, exchange, lend, assign, transfer or otherwise dispose of all
     or any part of the Collateral or any interest therein, or permit any of the
     foregoing, without the prior written consent of the Secured Party.

(e)  Debtor shall  account  fully and  faithfully  for and, if Secured  Party so
     elects,  shall  promptly pay or turn over to Secured  Party the proceeds in
     whatever  form  received  from  disposition  in  any  manner  of any of the
     Collateral,  whether  the  indebtedness  secured  hereby  is mature or not.
     Debtor shall at all times keep the Collateral and its proceeds separate and
     distinct from other property of Debtor and shall keep accurate and complete
     records of the Collateral and its proceeds.

(f)  Debtor shall furnish  Secured Party all such  information  as Secured Party
     may reasonably request with respect to the Collateral.

         5.2 Debtor  agrees that,  if Debtor fails to perform any act or to take
any action which hereunder  Debtor is required to perform or take, or to pay any
money which hereunder Debtor is required to pay, Secured Party, in Debtor's name
or in its own name,  may but shall not be  obligated  to  perform or cause to be
performed  such act or take such action or pay such money,  and any  expenses so
incurred by Secured Party,  and any money so paid by Secured  Party,  shall be a
demand obligation owing by Debtor to Secured Party and Secured Party upon making
such  payment,  shall  be  subrogated  to  all  of the  rights  of  the  person,
corporation or other entity receiving such payment. Any amounts due and owing by
Debtor to Secured Party pursuant to this Agreement  shall bear interest from the
date such amount is expended by Secured  Party until paid at the Highest  Lawful
Rate and shall be a part of the  secured  indebtedness  and shall be  secured by
this Agreement and by any other instrument securing the secured indebtedness.

Section VI.     Events of Default.

         6.1 Debtor shall be in default under this Agreement upon the occurrence
of any Event of Default (as such term is defined in the Promissory  Note) or the
happening  of any of the  following  events or  conditions  (hereinafter  called
"Event of Default"):

(a)  Debtor  shall fail to pay any  principal  of or interest on the Note or any
     other indebtedness secured hereby as and when due; or

(b)  Debtor shall fail to pay at maturity,  or within any  applicable  period of
     grace,  any principal of or interest on any other  obligation or shall fail
     to observe or perform any term,  covenant  or  agreement  contained  in any
     agreement or  obligation by which Debtor is bound for such a period of time
     as would  accelerate,  or would permit the holder thereof to accelerate the
     maturity thereof; or
<PAGE>

(c)  Debtor or any other person  shall  claim,  or any court shall find or rule,
     that  Secured  Party does not have a valid lien on any  security  which may
     have been  provided  by Debtor or such other  person  for the  indebtedness
     secured hereby; or

(d)  The  occurrence  of an Event of Default under any other  instrument  now or
     hereafter securing or guaranteeing the indebtedness secured hereby.

Section VII.    Remedies In Event of Default.
---------------------------------------------

         7.1  Upon  the  occurrence  of an  Event  of  Default,  and at any time
thereafter,  Secured Party shall have the option of declaring, without notice to
any person, all indebtedness secured hereby,  principal and accrued interest, to
be immediately due and payable.

         7.2  Upon  the  occurrence  of an  Event  of  Default,  and at any time
thereafter,  Secured Party may, without notice except hereinafter provided, sell
the  Collateral or any part thereof at public or private sale or at any broker's
board or on any  securities  exchange  for  cash,  upon  credit,  or for  future
delivery,  and at such  price or prices as  Secured  Party  may deem  best,  and
Secured Party may be the purchaser of any and all of the  Collateral so sold and
may apply upon the purchase price therefor to any indebtedness secured hereby or
any part thereof and thereafter  hold the same absolutely free from any right or
claim of whatsoever  kind. Upon any such sale Secured Party shall have the right
to  deliver,  assign  and  transfer  tot he  broker  or  purchaser  thereof  the
Collateral.  Each  purchaser  at any such  sale  shall  hold the  property  sold
absolutely free from any claim or right of whatsoever kind, including any equity
or right of redemption, stay or appraisal which Debtor has or may have under any
rule of law or statute now existing or hereafter  adopted.  Secured  Party shall
give  Debtor ten (10) days  written  notice  mailed to Debtor at the address set
forth herein (which shall satisfy any requirement of notice or reasonable notice
in any applicable  statute) of Secured Party's intention to make any such public
or private sale. Such notice,  in case of public sale,  shall state the time and
place  fixed  for  such  sale,  and in case of sale at  broker's  board  or on a
securities exchange,  shall state the board or exchange at which such sale is to
be made and the day on which the  Collateral  or that  portion  thereof so being
sold will first be offered for sale at such board or  exchange.  Any such public
sale shall be held at such time or times, within the ordinary business hours and
at such place or places, as Secured Party may fix in the notice of such sale. At
any sale the  Collateral  may be sold in one lot as an  entirety  or in separate
parcels as Secured Party may determine.  Secured Party shall not be obligated to
make any sale pursuant to any such notice.  Secured Party may, without notice or
publication,  adjourn  any  public  or  private  sale or  cause  the  same to be
adjourned from time to time by  announcement at any time and place fixed for the
sale, and such sale may be made at any time or place to which the same may be so
adjourned;  provided, however that Secured Party shall give Debtor ten (10) days
written notice of the time and place of any such adjourned  sale. In case of any
sale of all or any part of the Collateral on credit or for future delivery,  the
Collateral so sold shall be retained by Secured Party until the selling price is
paid by the  purchaser  thereof,  but Secured  Party shall incur no liability in
case of the failure of such  purchaser to take up and pay for the  Collateral so
sold,  and in case of any such failure,  such  Collateral may again be sold upon
like  notice.  Each and every  method of  disposition  described in this Section
shall constitute  disposition in a commercially  reasonable manner. Debtor shall
remain  liable for any  deficiency.  Notwithstanding  anything  to the  contrary
contained herein because of the federal  Securities Act of 1933, as amended,  or
any other  applicable  laws or regulations,  there may be legal  restrictions or
limitations  affecting Secured Party's ability to dispose of certain portions of
the  Collateral in the  enforcement  of its rights and remedies  hereunder.  For
these reasons,  Secured Party is hereby authorized by Debtor, but not obligated,
upon the  occurrence  of any  Event of  Default,  to sell all or any part of the
Collateral at one or more private sales,  restricting the prospective bidders or
purchasers to persons who will  represent and agree that they are purchasing the
Collateral  for  their  own  account  or  investment  and not with a view to the
distribution  or resale of any of the Collateral or in any manner which will not
require the Collateral, or any part thereof, to be registered in accordance with
the Securities Act of 1933, as amended,  the rules and  regulations  promulgated
thereunder,  or any  other  law or  regulation,  at the  best  price  reasonably
obtainable by Secured Party at any such private sale or other disposition of any
of the  Collateral.  Debtor  clearly  understands  that Secured Party may in its
discretion approach a restricted number of potential  purchasers and that a sale
under such circumstances may yield a lower price for the Collateral, or any part
or parts thereof,  than would otherwise be obtainable if same were registered in
the open market.  Debtor agrees (i) that in the event Secured Party shall,  upon
the  occurrence  of any Event of Default,  sell the  Collateral,  or any portion
thereof,  at such private sale or sales,  Secured  Party shall have the right to
rely upon the advice and  opinion  of any member  firm of a national  securities
exchange as to the best price  reasonably  obtainable  upon such a private  sale
thereof,  and  (ii) in the  absence  of  fraud,  that  such  reliance  shall  be
conclusive  evidence  that  Secured  Party  disposed  of  the  Collateral  in  a
commercially reasonable manner under the Uniform Commercial Code of Texas.

<PAGE>


         7.3  Upon  the  occurrence  of an  Event  of  Default,  and at any time
thereafter,  Secured  Party  shall have all the rights of a secured  party after
default under the Uniform Commercial Code of Texas, and in conjunction with, and
in addition to those rights; and

(a)  written  notice mailed to Debtor as provided  herein ten (10) days prior to
     the date of public sale of the  Collateral or prior to the date after which
     private sale of the  Collateral  will be made shall  constitute  reasonable
     notice; and

(b)  it shall  not be  necessary  that the  Collateral  or any part  thereof  be
     present at the location of such sale; and

(c)  prior  to  the  application  of the  proceeds  of  any  disposition  of the
     Collateral to the secured  indebtedness,  such proceeds shall be applied to
     the expenses of retaking,  holding,  preparing for sale or lease,  selling,
     leasing and the like and the attorneys' fees and legal expenses incurred by
     the Secured Party, Debtor to remain liable for any deficiency; and

(d)  the sale by Secured  Party of less than the whole of the  Collateral  shall
     not exhaust the rights of Secured  Party  hereunder,  and Secured  Party is
     specifically empowered to make successive sale or sales hereunder until the
     whole of the Collateral shall be sold; and, if the proceeds of such sale of
     less than the whole of the  Collateral  shall be less than the aggregate of
     the indebtedness  security hereby, this Agreement and the security interest
     created  shall  hereby  remain in full  force and  effect as to the  unsold
     portion of the Collateral just as though no sale had been made;

(e)  in the event any sale  hereunder  is not  completed  or is defective in the
     opinion of Secured Party, such sale shall not exhaust the rights of Secured
     Party  hereunder  and  Secured  Party  shall  have  the  right  to  cause a
     subsequent sale or sales to be made hereunder; and

(f)  any and all  statements of fact or other  recitals made in any bill of sale
     or assignment or other instrument evidencing any foreclosure sale hereunder
     as to  nonpayment  of  the  indebtedness  or as to  the  occurrence  of any
     default, or as to Secured Party having declared all of such indebtedness is
     due and payable,  or as to notice of time,  place and terms of sale and the
     properties to be sold having been duly given,  as to any other thing having
     been duly done by Secured Party,  shall be taken as prima facie evidence of
     the truth of the facts so stated and recited; and

(g)  Secured  Party may appoint or delegate  any one or more persons as agent to
     perform any act or acts  necessary  or incident to any sale held by Secured
     Party, including the sending of notices and the conduct of sale, but in the
     name and on behalf of Secured Party.

         7.4 All remedies  herein  expressly  provided for are cumulative of any
and all other  remedies  existing at law or in equity and are  cumulative of any
and all other remedies provided for in any other instrument securing the payment
of the secured  indebtedness,  or any part  thereof,  or  otherwise  benefitting
Secured  Party,  and the  resort  to any  remedy  provided  for by law shall not
prevent the concurrent or subsequent  employment of any other appropriate remedy
or remedies.

         7.5 Secured Party may resort to any security given by this Agreement or
to any other  security now existing or hereafter  given to secure the payment of
the secured indebtedness,  in whole or in part, and in such portions and in such
order as may seem best to Secured Party in its sole and uncontrolled discretion,
and any such action shall not in any way be considered as a waiver of any of the
rights, benefits or security interests evidenced by this Agreement.

Section VIII.   Additional Agreements.

         8.1 If all of the secured  indebtedness is paid as the same becomes due
and  payable,  and  if  all  of  the  covenants,  warranties,  undertakings  and
agreements made in this Agreement are kept and performed, then and in that event
only, all rights under this Agreement shall  terminate and the Collateral  shall
become wholly clear of the security interest evidenced hereby, and such security
interest shall be released by Secured Party in due form at Debtor's cost.
<PAGE>

         8.2 Secured Party may waive any default without waiving any other prior
or subsequent default.  Secured Party may remedy any default without waiving the
default remedied.  The failure by Secured Party to exercise any right,  power or
remedy upon any default shall not be construed as a waiver of such default or as
a waiver of the right to  exercise  any such  right,  power or remedy at a later
date.  No single or partial  exercise  by Secured  Party of any right,  power or
remedy  hereunder  shall exhaust the same or shall preclude any other or further
exercise  thereof,  and  every  such  right,  power or remedy  hereunder  may be
exercised at any time and from time to time.  No  modification  or waiver of any
provision  hereof nor consent to any departure by Debtor  therefrom shall in any
event be  effective  unless the same  shall be in writing  and signed by Secured
Party and then such waiver or consent  shall be  effective  only in the specific
instances,  for the purpose for which given and to the extent therein specified.
No notice to nor demand on Debtor in any case shall of itself  entitle Debtor to
any  other or  further  notice  of demand  in  similar  or other  circumstances.
Acceptance  by Secured  Party of any payment in amount less than the amount then
due on any secured  indebtedness  shall be deemed an  acceptance on account only
and shall not in any way affect the existence of a default hereunder.

         8.3 Secured  Party may at any time and from time to time in writing (a)
waive compliance by Debtor with any covenant herein made by Debtor to the extent
and in the manner specified in such writing; (b) consent to Debtor doing any act
which hereunder Debtor is prohibited from doing, or consent to Debtor failing to
do any act which  hereunder  Debtor is  required to do, to the extent and in the
manner specified in such writing; (c) release any part of the Collateral, or any
interest  therein from the security  interest of this Agreement,  or (d) release
any party liable,  either directly or indirectly,  from the secured indebtedness
or from any covenant herein or in any other instrument now or hereafter securing
the payment of the secured indebtedness. No such act shall in any way impair the
rights of Secured  Party  hereunder  or impair or release the  liability  of any
party  except to the  extent  specifically  agreed to by  Secured  Party in such
writing.

         8.4 Any  notice,  request,  demand or other  communication  required or
permitted  hereunder  shall be given in writing by delivering  same in person to
the intended  addressee,  or by United States Postal Service,  postage  prepaid,
registered or certified mail, return receipt  requested,  or by prepaid telegram
(provided  that such  telegram  is  confirmed  by mail in the manner  previously
described),  sent  to the  intended  addressee  at the  address  shown  in  this
Agreement,  or to such different  address as the addressee shall have designated
by written notice sent in accordance herewith and actually received by the other
party at least ten (10) days in advance  of the date upon  which such  change of
address shall be effective.

         8.5 This  Agreement  shall  be  binding  upon  Debtor,  and the  heirs,
devisees,  administrators,   executors,  personal  representatives,   receivers,
trustees, successors and assigns of Debtor, including all successors in interest
of Debtor in and to all or any part of the  Collateral,  and shall  inure to the
benefit of Secured Party and the successors  and assigns of Secured  Party.  All
references  in this  Agreement  to Debtor or  Secured  Party  shall be deemed to
include all such parties.

         8.6  Secured  Party in its  discretion  may,  whether or not any of the
indebtedness  secured  hereby  be due,  in its name or in the name of  Debtor or
otherwise,  demand,  sue for,  collect or receive any money or other property at
any time  payable or  receivable  on account of or in exchange  for, or make any
compromise  settlement  deemed desirable with respect to, any of the Collateral,
but Secured Party shall be under no obligation to do so.

         8.7  Whenever  possible  each  provision  of this  Agreement  shall  be
interpreted in a manner as to be effective and valid. A  determination  that any
provision of this  Agreement in  unenforceable  or invalid  shall not affect the
enforceability or validity of any other provision,  and any  determination  that
the application of any provision of this Agreement to any person or circumstance
is illegal and unenforceable  shall not affect the enforceability or validity of
such provision as it may apply to other persons or circumstances.

         8.8 Secured  Party,  may by any employee or  employees  it  designates,
execute,  sign,  endorse,  transfer,  or deliver  in the name of Debtor,  notes,
checks, drafts or other instruments for the payment of money and receipts or any
other  documents  necessary to  evidence,  perfect and realize upon the security
interests and obligations of this Agreement.
<PAGE>

         8.9 Secured  Party's  duty with  reference to the  Collateral  shall be
solely to use reasonable care in the custody and  preservation of the Collateral
in Secured Party's possession. Secured Party shall not be responsible in any way
for  any  depreciation  in  value  of the  Collateral,  nor  shall  any  duty or
responsibility  whatsoever  rest upon Secured Party to take  necessary  steps to
preserve rights against prior parties or to enforce collection of the Collateral
by legal  proceedings  or  otherwise,  the sole duty of the Secured  Party,  its
successors and assigns,  being to receive collections,  remittances and payments
on such  Collateral  as and when made.  In the event  Debtor  instructs  Secured
Party, in writing or orally, to deliver any or all of the Collateral to a broker
or other  third  person,  and  Secured  Party  agrees  to do so,  the  following
conditions  shall  be  conclusively  deemed  to be a  part  of  Secured  Party's
agreement,  whether or not they are specifically mentioned to Debtor at the time
of such agreement. Secured Party shall assume no responsibility for checking the
genuiness or authenticity of any person  purporting to be a messenger,  employee
or  representative  of the  broker  or other  third  person to whom  Debtor  has
directed  Secured  Party  to  deliver  the  Collateral,   or  the  genuiness  or
authenticity  of any  document of  instructions  delivered  by any such  person.
Debtor will be considered  by  requesting  any such delivery to have assumed all
risk of loss as to the Collateral.  Secured Party's sole  responsibility will be
to deliver the  Collateral  to the person  purporting  to be the broker or third
person described by Debtor, or a messenger,  employee or representative thereof.
Secured Party and Debtor hereby  expressly  agree that the foregoing  actions by
Secured Party shall constitute reasonable care.

         8.10 The pronouns used in this  Agreement  are in the masculine  gender
but shall be construed as feminine or neuter as occasion may require.

         8.11  The  section  headings  appearing  in this  Agreement  have  been
inserted  for  convenience  only and shall be given no  substantive  meaning  or
significance  whatever in construing the terms and provisions of this Agreement.
Terms used in this Agreement  which are defined in the Texas Uniform  Commercial
Code are used with the meanings as therein defined.

         8.12 This  Agreement  shall be governed by and  construed in accordance
with the laws of the State of Texas and the United States of America.

         EXECUTED as of this 16th day of October.



                                                       "DEBTOR"

                                                       By: /s/ Patrick Greene
                                                          ----------------------
                                                       M&A WEST, INC.


                                                       "SECURED PARTY"

                                                       By: /s/ Hank Vanderkam
                                                          ----------------------
                                                       VANDERKAM & SANDERS