Exhibit 10.16

                       SECURITY AND STOCK PLEDGE AGREEMENT

This Security and Stock Pledge Agreement effective as of November 1, 1998 by
and between John Peace ("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 two Promissory Notes aggregating
     the sum of One Hundred Ten Thousand Seven Hundred and Seventy Five
     Dollars ($110,775) 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 C00680, No. of Shares   425,000, Amount $50,000
(b)  Certificate C01102, No. of Shares   425,000, Amount $60,000


(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. C00680, C01102.

(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 (JOHN PEACE)

     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 in 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.


- ---------------------------                           ------------------------
JOHN PEACE, Borrower                                  TOMAHAWK II, INC. Lender
                                                      BY: