AGREEMENT

     This  Agreement  dated  May  __,  2001  ("Agreement")  is by  and  between,
VENTURELIST.COM,  INC.  ("Company" or "Venturelist")  and ViewTrade  Securities,
Inc. ("ViewTrade").


                              W I T N E S S E T H:


     WHEREAS,  Venturelist  provides an Internet portal for start-up  businesses
seeking  investment  capital and accredited  investors seeking to invest via the
private equity market;

     WHEREAS,   ViewTrade  is  engaged  in  investment   banking   services  and
broker/dealer services;

     WHEREAS, the Company and ViewTrade desire to set forth in writing the terms
and conditions of their agreement and understanding; and

     NOW, THEREFORE,  in consideration of the premises and the mutual covenants,
agreements,  and  considerations  herein contained,  the parties hereto agree as
follows:

1.   Services  Provided by ViewTrade.  Venturelist  will  outsource its back-end
     entrepreneur  sign-up and investor  sign-up to  ViewTrade.  ViewTrade  will
     control who is accepted and who is rejected. ViewTrade representatives will
     place  calls/emails  to  all  potential   investors  and  to  all  existing
     Venturelist  investor members.  ViewTrade will contact the investor members
     and confirm the information that has been provided.  ViewTrade will contact
     individuals who meet the accredited  investor  standards of Regulation D to
     register as accredited investors as a means of building a customer database
     of accredited  investors for  ViewTrade  Securities.  In order to register,
     investors must complete an on-line questionnaire which is designed to allow
     ViewTrade  Securities  to  determine,  or to have a  reasonable  basis  for
     determining  that an investor is an accredited  investor within the meaning
     of  Regulation  D,  Rule  501(a).  ViewTrade  Securities  will  verify  the
     information  in the  questionnaire  to  determine  that an  investor  is an
     accredited  investor.  ViewTrade will contact investors via email and phone
     calls  to  enable  it to form a  reasonable  basis  that  the  investor  is
     accredited.   Once  ViewTrade  Securities  qualifies  the  investor  as  an
     accredited investor,  the investor is given a password which will allow the
     investor to access a  password-protected  page where private offerings will
     be  posted.  Our site will only  allow  investors  access to those  private
     offerings which are posted subsequent in time to their  qualification as an
     accredited investor by ViewTrade  Securities.  We will not receive any fees
     aside from our subscription fees when, and if, ViewTrade  Securities serves
     as a broker/dealer.

2.   Consideration to ViewTrade.  In consideration for ViewTrade partnering with
     Venturelist,  ViewTrade  will establish  relationships  with the accredited
     investors  introduced  from  the web  site  found  at  www.venturelist.com.
     ViewTrade  will  also  receive  25%  of  the  revenues   generated  at  the
     www.venturelist.com web site from subscription revenues.

3.   Consideration  to  Venturelist.  In  consideration  for the  information of
     accredited  investors  sent to  ViewTrade  and  the  revenues  shared  with
     ViewTrade from subscription. Venturelist will have ViewTrade overseeing the
     accreditation process and ViewTrade will be responsible for the programming
     work and any changes to the Venturelist web site that it deems  appropriate
     for gathering information from investors.

4.   ViewTrade's  Approval.  All  transactions  requiring the use of ViewTrade's
     broker/dealer license will require ViewTrade's prior approval.

<PAGE>


5.   Broker/Dealer Licensure by Steve Bauman or Venturelist.  In the event Steve
     Bauman,  Venturelist  or a designee  of  Venturelist  receive a Series 7 or
     Series 62 license,  then Venturelist and/or Steve Bauman will share in fees
     derived    from    investors    or    entrepreneurs     originating    from
     www.venturelist.com.

6.   Term.  The term of this agreement  shall be for a period of one year.  This
     agreement  may be  terminated  upon  thirty days  written  notice by either
     party.  This  agreement  may be  extended  upon  written  approval  of both
     parties.

7.   Miscellaneous.

     (a)  Assignment.  All of the  terms,  provisions  and  conditions  of  this
          Agreement  shall be binding upon and shall inure to the benefit of and
          be enforceable by the parties hereto and their  respective  successors
          and  permitted  assigns.  This  Agreement  shall  not be  assigned  or
          transferred by ViewTrade,  nor shall any interest  herein be assigned,
          transferred,  pledged or hypothecated  by ViewTrade  without the prior
          written consent of Venturelist.

     (b)  Applicable  Law. This Agreement  shall be construed in accordance with
          and  governed  by the  laws  of the  State  of  Texas,  excluding  any
          provision  which  would  require  the  use of the  laws  of any  other
          jurisdiction.

     (c)  Entire Agreement,  Amendments and Waivers.  This Agreement constitutes
          the entire  agreement of the parties  hereto and expressly  supersedes
          all prior and contemporaneous understandings and commitments,  whether
          written  or oral,  with  respect  to the  subject  matter  hereof.  No
          variations,  modifications, changes or extensions of this Agreement or
          any other terms hereof  shall be binding upon any party hereto  unless
          set forth in a document  duly  executed by such party or an authorized
          agent or such party.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first written above.


                                    VENTURELIST.COM, INC.

                                    By /s/ Steve Bauman
                                     _____________________
                                    Steve Bauman, President


                                    VIEWTRADE SECURITIES, INC.


                                    By /s/ Robert Dombrowski
                                    ____________________________
                                    Robert Dombrowski, President