Exhibit 10.20


                       SECURITY AND STOCK PLEDGE AGREEMENT

This Security and Stock Pledge Agreement effective as of November 1, 1998 by
and between Doug Loughran ("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 a Promissory Note for the sum of
     Sixty Thousand Seven Hundred and Seventy Five Dollars ($60,775) which was
     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 Certificate, amount of
     shares and amount secured.

(a)  Certificate C01095, No. of Shares   425,000  Amount  $60,775.00

(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 No. C01095.

(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 (DOUG LOUGHRAN)

     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.


- ---------------------------                            -----------------------
DOUG LOUGHRAN, Borrower                                TOMAHAWK II, INC. Lender
                                                       BY: