WELBORN II
                             FAMILY TRUST AGREEMENT

         This TRUST AGREEMENT,  made and executed at Fort Worth, Tarrant County,
State of  Texas,  this 5th day of  February,  1993,  by and  between  RONALD  W.
WELBORN,  hereinafter  referred to as  "Settlor",  and REGINALD L. DAVIS,  ESQ.,
hereinafter  referred to as  "Trustee",  of this Trust known as tile "WELBORN II
FAMILY TRUST":

                                   WITNESSETH

         Settlor  has  conveyed,  transferred,  and  assigned  and does by these
presents  convey,  transfer,  and  assign  unto  the  Trustee  the  assets,  and
properties  described  in  Schedule  A attached  hereto and made a part  hereof.
Settlor or a.ny other person or persons may by instrument  in writing,  by will,
or by training the Trustee as beneficiary of life insurance or employee  benefit
plan  proceeds,  deliver  to the  Trustee  at any  time,  and from time to time,
additional  assets and properties  acceptable to the Trustee,  which  additional
assets and properties shall be held,  administered,  and distributed pursuant to
this Agreement.

                                   ARTICLE ONE

         This  Trust  shall  be  irrevocable  and may not be  altered,  amended,
revoked, terminated by the Settlor at any time.

                                   ARTICLE TWO

                            Distributions to Settlor

         So long as Settlor shall live there shall be  distributed to or for the
benefit of Settlor,  SUSAN R. WELBORN,  CAMILLE  WELBORN,  NINA WELBORN,  RONALD
REEVES WELBORN,  and VICTORIA CHANNING  WELBORN,  all of the Trust income and so
much of the principal as is needed for the health, maintenance,  anid support of
the  beneficiaries.  The  Trustee  shall have sole and  absolute  discretion  to
determine amounts, beneficiaries,  and timing as to distributions, and may favor
one or more  beneficiaries  over the others  without  equalization  or proration
among beneficiaries.

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         The Trustee may suspend or withhold payments to any beneficiary for any
reason, without accountability to any person or entity, and no beneficiary shall
have any  vested  right  through  this  Trust to any of the Trust  assets or the
income therefrom.

                                  ARTICLE THREE

                              Termination of Trust

         This Trust  shall  terminate  upon the death of  Settlor  and the Trust
property shall pass outright to SUSAN R. WELBORN, CAMILLE WELBORN, NINA WELBORN,
RONALD REEVES  WELBORN,  and VICTORIA  CHANNING  WELBORN,  in equal shares,  per
stirpes.  If any beneficiary is under the age of twenty-five  (25) years,  their
share of the Trust  proceeds shall be held in trust for their benefit until such
beneficiary  shall attain the age of twenty-five  (25) years.  Such trust may be
combined with any other trust or trusts in existence and for their benefit as of
the date of Settlor's death..

                                  ARTICLE FOUR

                                   Spendthrift

         The   beneficiaries,   shall   not   have   the   right   or  power  to
anticiptate[ate,  encumber,  or transfer his or her  interest in any manner.  No
part of the  Trust  Estate  shall be  liable  for or  charged  with  any  debts,
contracts,  liabilities,  or torts of the beneficiaries or subject to seizure or
other process by any creditor of the beneficiaries.

         The interest of  beneficiaries  in the  principal  and/or income of any
trust created hereunder shall not be subject to the claims of their creditors or
creditors  of  others,  including  the  creditors  of the  spouse  of a  married
beneficiary,   nor  to  any  legal  process,  and  may  not  be  voluntarily  or
involuntarily alienated or encumbered,

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                                  ARTICLE FIVE

                                POWERS OF TRUSTEE

                              Description of Powers


         In  order  to carry  out the  purposes  of this  Trust  Agreement,  the
Trustee,  in  addition  to all  other  powers  granted  by Law,  shall  have the
following powers and discretion:

                               Retention of Assets

         (a) To retain :any property received by the Trust Estate for as long as
the Trustee considers it advisable.

                                   Investments

         (b) To invest and  reinvest  in every kind of property  and  investment
wliich men of  pnideiice,  discretion,  and  intelligence  acquire for their own
accounts.

                                   Management

         (c)      To manage, control, repair, and improve all Trust property.


                                      Sales

         (d) To  sell,  for  cash or on such  terms  and  conditions  as  deemed
advisable or desirable by the Trustee, and to exchange any Trust property.

                              Adjustment of Claims

         (e) To adjust or Compromise any claims for or against the Trust, and to
agree to any rescission or modification of any contract or agreement.


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                               Leases of Property


         (f) To lease any property  for terms within or beyond tile  duration of
the  Trust  for any  purpose  which  the  Trustee  in his  discretion  may  deem
advisable,  with or without an option to purchase, and to make such improvements
or effect such repairs or  replacements to any real estate subject to this Trust
Agreement,  find to insure such real estate against fire or any other risks, and
to charge the expense  therefor to the  principal  or income or part  thereof to
each as the Trustee may deem proper, and to develop such property,  to subdivide
it,  dedicate it to public use,  or grant  easements  therein as the Trustee may
consider  advisable and to execute leases or other  instruments  relating to the
exploration  and removal of oil, gas,  liquid or gaseous  hydrocarbons,  Sulfur,
metals, and any and all other metals,  minerals,  or natural resources,  with or
without unitization clauses or pooling provisions, in such a manner and for such
terms as the Trustee may deem  advisable,  and any lease or agreement  made with
respect  thereto  shall be binding for the full term  thereof even though it may
extend beyond the duration of the Trust.

                                    Borrowing

         (g) To borrow money and to mortgage or pledge or otherwise  encumber or
hypothecate  Trust assets as the Trustee may in his discretion  deem  advisable,
either from himself individually, or from third parties.

                            Division and Distribution

         (h)  On  any  division  or  distribution  of the  Trust  Estate  in the
discretion of the Trustee, to divide and distribute property of the trust Estate
in money or in kind, including undivided interests, or partly in money or partly
in kind, including undivided interests, to exercise such powers herein conferred
after the termination of the Trust Estate until final  distribution of the Trust
assets; and to evaluate trust property for purposes of determining the amount of
the Trust principal to be distributed to the beneficiaries  named herein,  which
evaluation,  in the absence of a showing of bad faith,  shall be conclusive  and
binding.

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                             Professional Assistance

         To  retain  and  compensate  such  professional  personnel,  attorneys,
accountants,  physicians,  geologists,  and the like as necessary to provide for
the beneficiaries and to protect and manage the Trust Estate.

                              Limitation on Powers

         All  powers  granted  to  the  Trustee  by  this  Trust  Agreement  are
exercisable by the Trustee only in a fiduciary  capacity.  No power given to the
Trustee  hereunder  shall be construed  to enable the Settlor,  or any person to
purchase, exchange, or otherwise deal with or dispose of the principal or income
therefrom for less than an adequate  consideration in money or money's worth; to
permit the  Settlor or any other  contributor  to the Trust to borrow  income or
principal; or to authorize loans to a person other than the Settlor or any other
contributor to the Trust, except on the basis of an adequate interest charge and
with  adequate  security.  No  person,  other  than the  Trustee,  shall have or
exercise the power to vote or direct the voting of any corporate shares or other
securities  of this Trust,  to control the  investment  of this Trust  either by
directing  investments or reinvestments  or by vetoing  proposed  investments or
reinvestments,  or to  reacquire  or  exchange  any  property  of this  trust by
substituting other prperty of equivivalent value.

                                   ARTICLE SIX

                       DUTIES AND COMPENSATION OF TRUSTEE

                       Allocation of Income and Principal

         The Trustee shall determine what is income and what is principal of the
Trust created under this Trust Agreement,  and what expenses,  costs, taxes, and
charges of any kind whatsoever shall be charged against income and what shall be
charged against  principal,  in accordance with the applicable  statutes as they
now exist and may from time to time be enacted, amended, or repealed.


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                                        6

                             Relations with Trustee

         No one dealing with the Trustee  concerning the validity of anything he
purports  to do, or need see to the  application  of money paid or any  property
transferred to or upon the order of the Trustee.

                        Limitation of Trustee's Liability

         No Trustee  appointed  under this Trust  Agreement shall at any time be
held  liable  for any action or default of himself or his agent or of any person
in connection with the administration of the Trust Estate,  unless caused by his
own gross  negligence  or by a willful  commission by him of an act in breach of
trust.

                                  Compensation

         The original  trustee  hereunder  and all Successor  Trustees  shall be
entitled to reasonable compensation for their services as Trustee.


                                      Bond

         No bond shall be required of the original  Trustee  hereunder or of any
Successor Trustees; or if a bond is required by Law, no surety shall be required
on such bond.

                               Successor Trustees

          If  REGINALD  L.  DAVIS  resigns  or is unable to  continue  to act as
Trustee,  then  Settlor  names  and  appoints  HENRY W.  SIMON,  JR. to serve as
Successor  Trustee.  If HENRY W. SIMON,  JR. is unable or unwilling to serve for
any reason,  then Settlor names and appoints ROBERT SIMON as Successor  Trustee.
If ROBERT  SIMON is unable or  unwilling  to serve for any reason,  then Settlor
names and appoints  JEFFREY SIMON as Successor  Trustee.  Any Successor  Trustee
shall  succeed as Trustee  with like effect as though  originally  named as such
herein;  and all  authority  and  powers  conferred  upon the  original  Trustee
hereunder shall pass to any Successor Trustee.


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                                        7

                                  ARTICLE SEVEN

                                Agreement Binding

         The Trustee by executing this  Agreement  accepts this Trust and agrees
to hold any property  acceptable to the Trustee added hereto in accordance  with
the terms and conditions  hereof.  This Agreement shall extend to and be binding
upon the heirs, executors, administrators, legal representative, and successors,
respectively, of the parties hereto.

         EXECUTED the day and year first above written.

                                                   /S/ Ronald W. Wellborn
                                           ------------------------------
                                           RONALD W. WELBORN, SETTLOR



                                                    /S/ Reginald Davis
                                           ---------------------------
                                           REGINALD L. DAVIS, TRUSTEE



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                                        8

                                   WELBORN II

                             FAMILY TRUST AGREEMENT

                                  SCHEDULE "A"
                           TRUST ASSETS AND PROPERTIES

          1. Stock Certificate No. 1 of Global Universal,  Inc. of Delaware, for
775 (seven hundred seventy-five) shares of Common Stock.





                                                          /S/ Ronald W. Wellborn
                                                     ---------------------------
                                                     RONALD W. WELBORN, SETTLOR



                                                          /S/ Reginald Davis
                                                     ---------------------------
                                                     REGINALD L. DAVIS, TRUSTEE



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                                        9

         THE STATE OF TEXAS

         COUNTY OF TARRANT

         BEFORE ME, the undersigned  authority,  on this day personally appeared
RONALD W. WELBORN,  known to me to be the person whose name is subscribed to the
forgoing  instrument,  and  acknowledged to me that he executed the same for the
purposes and consideration therein expressed.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 5th day of February, 1993




              /S/

         NOTARY PUBLIC, THE STATE OF TEXAS

         My Commission Expires:   7-16-93
         Notary's Printed Name:      Jerry Conditt




         THE STATE OF TEXAS

         COUNTY OF TARRANT

         BEFORE ME, the undersigned  authority,  on this day personally appeared
REGINALD L. DAVIS,  known to me to be the person whose name is subscribed to the
foregoing instrument,  and acknowledged to me that she executed the same for the
purposes and consideration therein expressed.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 5th day of February, 1993




              /S/

         NOTARY PUBLIC, THE STATE OF TEXAS

         My Commission Expires:   7-16-93
         Notary's Printed Name:      Jerry Conditt


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