EXHIBIT B

                                       TO

                                  AGREEMENT AND
                             PLAN OF REORGANIZATION

                               SECURITY AGREEMENT


FOR  VALUE RECEIVED, and to induce the persons whose names appear on the list of
Secured  Parties  appended  hereto  as  SCHEDULE  A  (hereinafter  collectively
referred  to as "Secured Parties"), to enter into the merger contemplated by the
Plan  of  Reorganization  dated  July  19,  2001  by  and between KeyCom, Inc, a
Delaware  corporation  having  an  office 3707 Corsa Avenue, Suite 103, Westlake
Village,  California  91362,  (hereinafter  referred  to  as  "KeyCom"),  KeyCom
Holdings  Corp.,  a  Delaware  Corporation with office at 232-10711 Cambie Road,
Richmond  BC  and Emergent Financial Group, Inc. 232-10711 Cambie Road, Richmond
BC  ("Emergent"), for an aggregate of 250,000 thousand Series E Preferred shares
with  a  stated value of $100 ("Preferred Shares") and further hereby agree that
Secured  Parties  shall  collectively  have  the  rights,  remedies and benefits
hereinafter  set  forth,  individually,  jointly  and  severally.

                                    ARTICLE I
                                   DEFINITIONS
                                   -----------

As  used  in  this  Agreement,  the  following  terms  shall  have the following
meanings:

     (i)     "Agent" shall mean Arland D. Dunn, 1489 E. Thousand Oaks Boulevard,
No.  2,  Thousand Oaks, California 91359,  who is the agent for Secured Parties.

     (ii)     "Collateral"  shall  mean  all  of  the  stock  (20,000  shares of
common  stock,  par  value  $.001)  of  KeyCom  Holding  Corporation, a Delaware
corporation  which  is a wholly-owned subsidiary of Emergent. The KeyCom Holding
Stock  subject  of this subparagraph represents all of the issued and authorized
stock  of  KeyCom  Holding.

     (iii)     "Event  of Default" shall mean the occurrence or existence of any
event  or  condition  described in  in this Security Agreement, or in the Merger
Agreement,  or  any  combination  thereof.

     (iv)     "Obligations" shall mean the Obligations as defined in the  Merger
Agreement.

     (vii)     "Uniform  Commercial Code" shall mean the Uniform Commercial Code
of  the  State  of  California.All  other  terms  defined in the preamble or the
recitals  hereto  shall  have  the respective meanings ascribed to them therein.
Unless  the  context  otherwise  indicates, all terms used without definition in
this  Agreement  shall  have  the  meanings  ascribed  to  them  in  the Uniform
Commercial  Code  as  currently  in  effect,  to the extent the same are used or
defined  therein.


                               Page 1 of 7 Pages
<PAGE>
                                   ARTICLE II
                                    SECURITY
                                    --------

As  security for the payment and performance of the Obligations, Emergent hereby
grants  to Secured Parties a continuing security interest in and a first general
lien  upon  the  Collateral

                                   ARTICLE III
                           REPRESENTATIONS, WARRANTIES
                            AND COVENANTS OF EMERGENT
                            -------------------------

3.1     INCORPORATION  OF  COVENANTS,  REPRESENTATIONS  AND  WARRANTIES.
        ---------------------------------------------------------------

All  covenants  and warranties set forth by Emergent in favor of Secured Parties
contained in the Merger Agreement are hereby made a part hereof and incorporated
by  reference  herein.

3.2     FURTHER  ASSURANCES;  FINANCING  STATEMENTS.
        -------------------------------------------

Upon  request  of Agent, Emergent will, at its own cost and expense, execute and
deliver  to  Agent,  one  or  more  financing statements pursuant to the Uniform
Commercial  Code, or amendments or continuations thereof, and share certificates
representing  the Collateral, including properly executed stock powers in blank,
and other documents required by Agent to further evidence, effect or perfect the
security interest granted herein or to otherwise effectuate the purposes of this
Agreement,  and,  to  the  extent  permitted  by applicable law, Emergent hereby
authorizes  Agent to execute and file at any time or times one or more financing
statements pursuant to the Uniform Commercial Code with respect to any or all of
the  Collateral,  signed  only  by Agent.  Emergent hereby agrees that a carbon,
photographic or other reproduction of this Agreement or of a financing statement
shall  be  sufficient  as  a  financing  statement.

3.3     COLLATERAL  TO  BE  HELD  FREE  AND  CLEAR  OF  LIENS  AND ENCUMBRANCES;
        ------------------------------------------------------------------------
RESTRICTIONS  ON  SALE.
        --------------

During  the  term  of this Agreement and until the Obligations are paid in full,
Emergent  (i)  shall not sell or otherwise transfer any of the Collateral except
as  may be required in the ordinary course of Emergent's business and shall hold
such  Collateral  free  and  clear  of  all  liens  and  encumbrances  .

3.4     ACTIONS  BY  AGENT.
        ------------------

Agent  may,  in his sole discretion and at any time, for the account and expense
of  Emergent,  pay  or  cause  to  be  paid any amount or do any act required of
Emergent  hereunder  or  requested  by  Agent  to preserve, protect, maintain or
enforce the Obligations, the Collateral or security interest granted herein, and
which Emergent fails to do or pay, including, without limitation, payment of any
judgment  against  Emergent, and insurance premium, any warehouse charge and any
lien,  claim or encumbrance upon or with respect to the Collateral, and any such
payment  shall  be  added  to  the Obligations and shall be payable upon demand.


                               Page 2 of 7 Pages
<PAGE>
3.5     ADVERSE  CHANGES.
        ----------------

Emergent  shall  promptly  notify  Agent in writing of any event that materially
adversely  affects  the  value  of  the  Collateral.

3.6     PRESERVATION  OF  CORPORATE  EXISTENCE.
        --------------------------------------

Emergent  will  at  all  times  preserve  and  keep in full force and effect its
corporate  existence,  licenses, permits, rights and franchises and those of any
of  its  subsidiaries,  including  KeyCom  Holding.

                                   ARTICLE IV
                         REMEDIES UPON EVENT OF DEFAULT
                         ------------------------------

4.1     ACCELERATION  OF  OBLIGATIONS.
        -----------------------------

For  purposes  of this ARTICLE IV, upon the occurrence of an Event of Default as
set forth  herein, all or any portion of the Obligations shall, at the option of
Agent  or Secured Parties holding at least east 50% of the  Redemption Rights as
described  on  Exhibit  "A"  hereto,  and  upon  30  days  written notice become
immediately  due  and  payable.

4.2     RIGHTS  UNDER  UNIFORM  COMMERCIAL  CODE.
        ----------------------------------------

In  addition to all of their other rights and remedies under this Agreement, the
otherr  Financing  Agreements  and  any  other  agreement with Emergent, Secured
Parties  shall  have all of the rights and remedies of a secured party under the
Uniform  Commercial  Code  of the State of  California and of any state in which
the  Collateral  is  located  from  time  to  time.

4.3     ACTION  PENDING  DISPOSITION.
        ----------------------------

Until  Secured  Parties  are  able  to effect a sale or other disposition of the
Collateral, they shall have the right to use or take such action with respect to
the Collateral, or any part thereof, as they deem appropriate for the purpose of
preserving  the  Collateral  or  its  value  or  for  any  other  purpose deemed
appropriate  by  Secured  Parties.  Secured  Parties shall have no obligation to
Emergent to maintain or preserve the rights of Emergent as against third parties
with  respect  to  the  Collateral  while the Collateral is in the possession of
Secured Parties.  Secured Parties may, if they so elect, seek the appointment of
a  receiver or keeper to take possession of the Collateral and to enforce any of
Secured  Parties' remedies with respect to such appointment without prior notice
or  hearing.

4.4     DISPOSITION  OF  COLLATERAL.
        ---------------------------

4.41     Right  to  Sell  or  Otherwise  Dispose of Collateral.  Secured Parties
shall  have  the  right  to  sell  or  otherwise  dispose  of  all or any of the
Collateral,  at  public  or  private  sale  or sales, with such notice as may be
required  by  law,  in  lots  or  in bulk, for cash or on credit, all as Secured
Parties,  in  their  sole  discretion,  may  deem  advisable.  Such sales may be
adjourned  and  continued  from  time to time with or without notice.  To enable
Secured  Parties  to  effect any such sale, assignment and/or transfer, Emergent
hereby makes, constitutes and appoints Agent as its true and lawful attorney, in
its  name,  place  and stead, and for its account and risk, to make, execute and
deliver  any  and all assignments or other instruments which Secured Parties may
deem necessary or proper to effectuate the authority hereby conferred by signing
Emergent's  name  only or by signing the same as its attorney-in-fact, as may be


                               Page 3 of 7 Pages
<PAGE>
deemed by Secured Parties to be necessary or proper in connection with any sale,
assignment  or  transfer  of  all  or any part of the Collateral.  The foregoing
power  of attorney is coupled with an interest and shall be a continuing one and
irrevocable so long as any portion of the Obligations remains unpaid in whole or
in  part.

4.42.     Right to Purchase Collateral.  Secured Parties may purchase all or any
part of the Collateral at public sale or, if permitted by law, private sale, and
in lieu of actual payment of such purchase price, may set off the amount of such
price  against  the  Obligations.

4.43     Application  of  Proceeds  of  Sale of Collateral.  Except as otherwise
provided by law, Secured Parties shall apply the proceeds realized from the sale
of  any  of  the  Collateral  as  follows:

     First,  to  the  reasonable  costs  and  expenses of every kind incurred in
     connection  with or incidental to the care, safekeeping or otherwise of any
     and  all  of the Collateral or in any way relating to the rights of Secured
     Parties hereunder, including reasonable attorney's fees and legal expenses;

     Second,  to  the  satisfaction  of  the  Obligations;

     Third,  to  the  payment  of  any other amounts required by applicable law;

     Fourth,  to  Emergent  to  the  extent  of  the  surplus  proceeds, if any.

4.5     WAIVER  OF  BOND.
        ----------------

In connection with the foregoing remedies, Emergent hereby waives the posting of
any  bond,  which  might  otherwise  be  required.

4.6     REMEDIES  CUMULATIVE.
        --------------------

All  rights  and  remedies  of Secured Parties arising under this Agreement, the
other  Agreements among and between the parties hereto, any other agreement with
Emergent  by  operation  of  law  shall  be cumulative and non-exclusive, to the
fullest  extent  permitted  by  law.

                                    ARTICLE V
                                EVENTS OF DEFAULT
                                -----------------

5.1  Event  of  Default.  Any one, some, all or any combination of the following
acts  or  omissions  shall  constitute  an  act  or  acts  of  default:

     a.  Default  in payments or performance of Emergent's obligations hereunder
     or  default  in payments or performance by Emergent of any provision of any
     document  related  to  or  part of the transaction subject of this Security
     Agreement;

     b.  Levy  or  proceeding  against  the  Collateral  ;

     c.  Commencement  of bankruptcy, insolvency, arrangement, reorganization or
     other  debtor  relief proceedings by or against or dissolution, termination
     of  existence  or  insolvency  of  Emergent;


                               Page 4 of 7 Pages
<PAGE>
     d.  Any  material  misrepresentation  by  Emergent.

     e.  Failure  to Call the balance of Class E Preferred Shares in the Company
     by  January  1,  2003.

5.2  Remedies  to  Default.  The  defaulting  party has 30 days from the date of
     written  notice  to  remedy  any  default. In the event that the defaulting
     party  does  not remedy the properly noticed default, the Secured Party may
     seek  to  convert the series E preferred stock into the common stock of the
     company equal to no less than 85% of the then outstanding stock, reduced by
     the  prorate  percentage  of  series  E preferred shareholders representing
     shares  that  do  not  elect  to  convert.


                                   ARTICLE VI
                            LIABILITY OF EMERGENT FOR
                            -------------------------
                  SECURED PARTIES' EXPENSES AND ATTORNEYS' FEES
                  ---------------------------------------------

Emergent  will  be  liable  to  Secured  Parties for any and all sums, costs and
expenses  which  Secured  Parties may pay or incur pursuant to the provisions of
this  Agreement  or in defending, protecting and enforcing the security interest
granted  herein  or  in  enforcing  payment  of  the Obligations or otherwise in
connection  with the provisions hereof, including without limitation all search,
filing  and  recording  fees,  appraisal  fees,  taxes,  levies  and  reasonable
attorneys'  and  accountants' fees and legal expenses, all fees and expenses for
the  service  and  filing  of  papers,  fees  of marshals, sheriffs, custodians,
auctioneers and others, travel expenses, court costs and collection charges, all
expenditures  in connection with the repossession, holding, preparation for sale
and  sale  of  the  Collateral,  as  well as all damages for breach of warranty,
misrepresentation  or  breach  of covenant by Emergent, and all such liabilities
shall  be  part  of  the  Obligations  and  shall  be  payable  upon  demand.

                                   ARTICLE VI
                                  MISCELLANEOUS
                                  -------------

6.1     AMENDMENT.
        ---------

This  Agreement  may  be  amended  only  by an instrument in writing executed by
Emergent  and  Agent.

6.2     ENTIRE  AGREEMENT.
        -----------------

This  Agreement,  the  Financing  Agreements  and  any  exhibits,  schedules,
certificates  or documents referred to herein and therein, constitute the entire
agreement  of  the  parties  hereto, and supersede all prior understandings with
respect  to  the  subject  matter  hereof  and  thereof.

6.3     WAIVERS.
        -------

Any  failure  or  delay  by  Secured  Parties  to  require strict performance by
Emergent  of  any  of  the provisions, warranties, terms or conditions contained
herein  or  in  any  of  the other Financing Agreements shall not affect Secured
Parties'  right  to  demand strict compliance therewith and performance thereof,


                               Page 5 of 7 Pages
<PAGE>
and  any  waiver  of  any  default  shall not waive or affect any other default,
whether  prior  or subsequent thereto, and whether of the same or of a different
type.  None of the warranties, conditions, provisions and terms contained herein
or  in  any other agreement, document or instrument shall be deemed to have been
waived  by  any  act  or  knowledge  of Secured Parties, their agents, officers,
stockholders or employees, but only by an instrument in writing, signed by Agent
and  directed  to  Emergent,  specifying  such  waiver.

6.4     NOTICES.
        -------

6.41     Procedure  for  Notice.  Any  notice,  demand,  consent,  approval,
disapproval  or  statement (collectively, "Notices") required or permitted to be
given  by  the  terms  and  provisions  of  this  Agreement,  or  by  any law or
governmental  regulation,  shall be in writing and, unless otherwise required by
such  law  or regulation, shall be personally delivered or sent by United States
mail,  postage  prepaid,  as  registered  or  certified  mail  or  by nationally
recognized overnight courier service.  Any Notice to Emergent shall be addressed
to  such  party  at  its  address herein above set forth.  Any Notice to Secured
Parties shall be addressed to them, as their addresses shall appear on EXHIBIT A
hereto  with a copy to Agent at 1489 E. Thousand Oaks Boulevard, No. 2, Thousand
Oaks,  California  91359.  By  giving  the other parties at least ten (10) days'
prior  written  notice,  any  party  may,  by  Notice  given  as above provided,
designate  a  different  address  or  addresses  for  Notices.

6.42     When  Notice  Deemed Given.  Any Notice shall be deemed given as of the
date of delivery as indicated by affidavit in the case of personal delivery;  in
the  case  of  mailing,  any Notice shall be deemed given on the fifth day after
mailing;  in  the  case  of  delivery by nationally recognized overnight courier
service,  any  Notice  shall  be  deemed  given  on  the next business day after
dispatch.

6.6     SEVERABILITY.
        ------------

Wherever  possible,  each  provision of this Agreement shall be interpreted in a
manner  so  as to be effective and valid under applicable law.  If any provision
of  this Agreement shall be held to be prohibited by or invalid under applicable
law,  such  provision  shall be ineffective only to the extent of such provision
and  the  remaining  provisions of this Agreement shall remain unaffected and in
full  force  and  effect.

6.7     SUCCESSORS  AND  ASSIGNS.
        ------------------------

This  Agreement  shall be binding upon and for the benefit of the parties hereto
and  their  respective  legal  representatives,  successors  and  assigns.

6.8     GOVERNING  LAW;  CONSENT  TO JURISDICTION;  VENUE WAIVER;  WAVER OF JURY
        ------------------------------------------------------------------------
TRIAL.
-----

The  validity,  interpretation and effect of this Agreement shall be governed by
the  laws  of  the  State  of  California.  Emergent  hereby  consents  to  the
non-exclusive  jurisdiction  of  all  courts  in such State and hereby waive all
right  to  trial by jury in any action, suit or proceeding brought to enforce or
defend  any  rights  or  remedies  under  this  Agreement.


                               Page 6 of 7 Pages
<PAGE>
6.9     ARTICLES  AND  SECTION  TITLES.
        ------------------------------

The  titles  of articles and sections contained in this Agreement are merely for
convenience  and  shall  be  without  substantive  meaning  or  content.

6.10     COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
         ------------
counterparts,  each  of  which shall be considered and original but all of which
shall  constitute  one  and  the  same  Agreement.

IN  WITNESS WHEREOF, the undersigned have executed this Agreement as of the 19th
day  of  July  2001.

                               EMERGENT  FINANCIAL  GROUP,  INC.



                               by___________________________



                               ______________________________
                               Arland  D.  Dunn,  as  Agent  for
                               Secured  Parties,  Shareholders  of
                               KeyCom,  Inc.


                               Page 7 of 7 Pages
<PAGE>