Exhibit 10.14

                       SECURITY AND STOCK PLEDGE AGREEMENT

This Security and Stock Pledge Agreement effective as of November 1, 1998 by
and between Phil Card ("Borrower") and TomaHawk II Inc. ("Lender").

In consideration of the mutual terms, conditions and covenants herein under
set forth, Borrower and Lender agree as follows:

(1)  In exchange of consideration stated in four Promissory Notes aggregating
     the sum of One Hundred Seventy Six Thousand Six Hundred and Thirty Six
     Dollars ($176,636) all of which were consolidated in a Consolidated
     Promissory Note, Borrower agrees to provide as security shares of stock of
     the Tomahawk Corporation, which are evidenced and represented by the
     following Stock Certificates for the number of shares identified and for
     the following sums of money as herein identified.

(a)  Certificate C01094, No. of Shares   425,000, Amount $60,775
(b)  Certificate C00892, No. of Shares   425,000, Amount $38,985
(c)  Certificate C00681, No. of Shares   425,000, Amount $50,000
(d)  Certificate C00881, No. of Shares   272,020, Amount $26,876

(2)  As security for the loan, evidenced in the accompanying Consolidated
     Promissory Note, Borrower hereby pledges, assigns, transfers and grants to
     Lender a security interest in the number of shares as listed in the
     preceding paragraph.

(3)  In furtherance of the pledge, assignment, transfer and grant of the
     security interest, Borrower shall, and has, delivered to Lender the number
     of shares as listed in paragraph (1) of this agreement as evidenced and
     represented by Stock Certificate Nos. C01094, C00892, C00681, C00881.


(4)  Borrower shall not pledge, borrow against, collaterize against,
     hypothecate, assign, transfer, sell or in any other manner diminish or
     impair the value of the stock pledged or the security interest without the
     express written authorization of the Lender.

(5)  During the term of this agreement, which shall run contemporaneously with
     the accompanying Consolidated Promissory Note, the Borrower shall own the
     pledged shares. The pledged stock shall be held in trust by Lender for
     Borrower in a safe place and Lender shall not alienate, transfer, assign,
     hypothecate, sell, pledge, or in any other manner dispose of, or impair
     the value of the pledged stock until such time as the Borrower is in
     default of the




             SECURITY AND STOCK PLEDGE AGREEMENT PAGE 2 (PHIL CARD)

     Accompanying Consolidated Promissory Note. Lender shall return the security
     pledged in this agreement to Borrower upon the compliance within the terms
     contained in the accompanying Consolidated Promissory Note. Upon default
     and after exhausting efforts to sell the stock as referenced in paragraph 6
     of this agreement, the Lender and/or Borrower, depending upon which party
     is in possession, shall return any unsold shares to the Tomahawk
     Corporation.


(6)      If in default under the terms of this  agreement or the accompanying
      Consolidated Promissory Note is not paid when due, Lender shall be deemed
      the owner of the stock described above and Borrower hereby consents to
      the transfer to the stock to Lender without further notice. The foregoing
      notwithstanding, at any time Borrower seeks to sell the stock pledged
      under this agreement, the parties agree to cooperate reasonably and in
      good faith to arrange a sale of that portion of the shares of stock
      pledged under this agreement as is reasonably appropriate to raise funds
      necessary to satisfy Borrower's obligation. Borrower agrees that all
      proceeds from the sale of pledged stock shall first be applied to satisfy
      Borrowers obligation under the Consolidated Promissory Note. It is
      expressly understood that to the extent that the stock secured and pledged
      by this agreement upon sale does not satisfy the debt, the Borrower is not
      liable for any deficiency. To the extent that any balance of the shares
      remains after satisfaction of the debt, such shares shall be returned to
      Borrower.



(7)  Borrower shall have the right to exercise all voting rights to the stock
     pledged.

(8) The parties may amend or modify this agreement in writing.



INTENDING TO BE LEGALLY BOUND, the parties hereto have caused this Security and
Pledge Agreement to be executed as of the date first above written.


- ---------------------------                            -----------------------
PHIL CARD, Borrower                                    TOMAHAWK II, INC. Lender
                                                       BY: