SUBORDINATION AGREEMENT


STATE OF NEW MEXICO        )
                           )
COUNTY OF SAN JUAN         )


         This Agreement, entered into this 14th day of November, 2000.

                                   WITNESSETH

         WHEREAS,  PLAYA  MINERALS  & ENERGY,  INC.,  a Texas  corporation,  has
heretofor executed a Mortgage, Assignment of Production,  Security Agreement and
Financing Statement (hereinafter "Mortgage") to PARAWON CORPORATION,  an Alabama
corporation,  said  Mortgage  dated  July 21,  2000 and filed for  record in the
Office of the County Clerk of San Juan County, New Mexico in B1305.P800;

         WHEREAS,  PLAYA MINERALS & ENERGY,  INC. is becoming indebted to EQUIVA
TRADING COMPANY,  in the total amount of $1,700,000 which  indebtedness  will be
secured by oil that may be  produced  from  PLAYA  MINERALS  AND  ENERGY  INC.'s
interest  attributable  to the lands  described  on Exhibit "A" attached to said
Mortgage;

         WHEREAS,  it is the  intention of the  undersigned  that said  Mortgage
executed  in favor of  PARAWON  CORPORATION  ON July 21,  2000 and  recorded  in
B1305.P800,  be  second,   subservient  and  inferior  to  the  indebtedness  of
$1,700,00.00 owed by PLAY MINERALS & ENERGY INC., to EQUIVA TRADING COMPANY.

         NOW, THEREFORE, in consideration of the premises,  PARAWON CORPORATION,
an Alabama  corporation  hereby  agrees  that the  Mortgage  described  above is
second,  subservient and inferior to PLAYA MINERALS & ENERGY, INC.'s, obligation
to EQUIVA TRADING  COMPANY,  a Delaware  general  partnership,  in the amount of
$1,700,000.

         IN WITNESS  WHEREOF,  the said  PARAWON  CORPORATION,  has caused these
presents  to be executed  and its seal  affixed by the  officer  thereunto  duly
authorized on this the _____ day of November, 2000.

                                             PARAWON CORPORATION



                                             BY:
                                                --------------------------------
                                                Earl Hollingshead - President



STATE OF TEXAS    )
                  )
COUNTY OF HARRIS  )

         This  instrument  was  acknowledged  before me on November ___, 2000 by
Earl Hollingshead as President of PARAWON CORPORATION.



                                                --------------------------------
                                                Notary Public,
                                                              ------------------

                                                My Commission Expires:
                                                                      ----------

(AFFIX NOTARIAL SEAL)