THIS NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND IS TRANSFERABLE ONLY UPON THE CONDITIONS SPECIFIED HEREIN.



                                 PROMISSORY NOTE

                                October 16, 2001

         FOR VALUE RECEIVED, the undersigned,  M&A WEST, INC. ("Maker"),  hereby
promises to pay to the order of VANDERKAM & SANDERS ("Payee"), at 440 Louisiana,
Suite 475, Houston,  Texas 77002, the principal sum of those legal amounts owing
as of the date of this Promissory  Note as well as those legal amounts  incurred
in the future, in lawful money in United States of America, which shall be legal
tender,  in payment of all debts and dues,  public and  private,  at the time of
payment,  bearing interest and payable as provided herein. The maximum amount of
past and future legal billings shall not exceed $100,000.

         Interest on the unpaid balance of legal services  rendered shall accrue
30 days  after  amounts  owed  are  invoiced  at a rate per  annum  equal to 4%;
provided,  however,  that such  interest  shall not exceed the  Maximum  Rate as
hereinafter  defined. All past-due principal and interest shall bear interest at
the maximum rate permitted by applicable  law.  Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

         The principal amount and accrued interest of this Note shall be due and
payable on March 25,  2002.  The Note may be renewed for  additional  thirty day
periods at the option of the Payee.

         This Note may be prepaid in whole or in part, at any time and from time
to time, without premium or penalty.

         If any payment of  principal  or interest on this Note shall become due
on a Saturday,  Sunday or any other day on which national banks are not open for
business, such payment shall be made on the next succeeding business day.
<PAGE>

         This Note shall be binding  upon and inure to the  benefit of the Payee
named herein and Payee's respective  successors and assigns. Each holder of this
Note,  by  accepting  the  same,  agrees  to and  shall  be  bound by all of the
provisions  of this  Note.  Payee may  assign  this  Note or any of its  rights,
interests  or  obligations  to this Note without the prior  written  approval of
Maker.

         In consideration  for legal services  provided and legal services to be
provided in the future,  Maker  grants Payee a security  interest in  11,725,449
shares of common  stock of  Venturelist.com,  Inc. as  evidenced by the Security
Agreement attached hereto as Exhibit "B.".

         No  provision  of this Note  shall  alter or impair the  obligation  of
Maker, which is absolute and unconditional, to pay the principal of and interest
on this Note at the times, places and rates, and in the coin or currency, herein
prescribed.

         Notwithstanding  anything  to the  contrary  in this  Note or any other
agreement entered into in connection herewith, whether now existing or hereafter
arising and whether  written or oral,  it is agreed  that the  aggregate  of all
interest  and  any  other  charges  constituting  interest,  or  adjudicated  as
constituting  interest,  and contracted for, chargeable or receivable under this
Note or  otherwise  in  connection  with this loan  transaction,  shall under no
circumstances exceed the Maximum Rate. In the event the maturity of this Note is
accelerated  by reason of an Event of Default under this Note,  other  agreement
entered into in  connection  herewith or therewith,  by voluntary  prepayment by
Maker or otherwise, then earned interest may never include more than the Maximum
Rate,  computed from the dates of each advance of the loan proceeds  outstanding
until  payment.  If from any  circumstance  any  holder of this Note  shall ever
receive interest or any other charges constituting  interest,  or adjudicated as
constituting  interest,  the amount, if any, which would exceed the Maximum Rate
shall be applied to the  reduction of the  principal  amount owing on this Note,
and not to the payment of interest;  or if such excessive  interest  exceeds the
unpaid balance of principal hereof,  the amount of such excessive  interest that
exceeds the unpaid  balance of principal  hereof shall be refunded to Maker.  In
determining  whether or not the  interest  paid or payable  exceeds  the Maximum
Rate, to the extent  permitted by applicable  law (i) any  nonprincipal  payment
shall be  characterized  as an expense,  fee or premium rather than as interest;
and (ii) all interest at any time contracted for, charged, received or preserved
in connection  herewith  shall be amortized,  prorated,  allocated and spread in
equal parts  during the period of the full  stated  term of this Note.  The term
"Maximum  Rate" shall mean the maximum  rate of interest  allowed by  applicable
federal or state law.
<PAGE>

         Except as  provided  herein,  Maker and any  sureties,  guarantors  and
endorsers of this Note jointly and severally do not waive  demand,  presentment,
notice of  nonpayment  or dishonor,  notice of intent to  accelerate,  notice of
acceleration, diligence in collecting, grace, notice and protest, and consent to
all  extensions  without  notice for any  period or periods of time and  partial
payments, before or after maturity,  without prejudice to the holder. The holder
shall similarly have the right to deal in any way, at any time, with one or more
of the foregoing  parties with notice to any other party,  and to grant any such
party any  extensions  of time for  payment of any of said  indebtedness,  or to
grant any other  indulgences  or forbearance  whatsoever,  without notice to any
other party and without in any way affecting the personal liability of any party
hereunder.  If any  efforts  are made to  collect  or  enforce  this Note or any
installment due hereunder,  the undersigned  agrees to pay all collection  costs
and fees, including reasonable attorney's fees.

         This Note shall be construed and enforced under and in accordance  with
the laws of the State of Texas.

         IN WITNESS WHEREOF, Maker has duly executed this Note as of the day and
year first above written.

                                      M&A WEST, INC.


                                      By /s/ Patrick R. Greene
                                        ----------------------------------------
                                      Patrick R. Greene, Chief Executive Officer