<PAGE>

                                                                 EXHIBIT 10.2


           SECURITY AGREEMENT AND FINANCING STATEMENT
           ------------------------------------------

   (Accounts, Inventory, Equipment, Chattel Paper, Documents,
      Instruments, General Intangibles and Other Property)



                              among

                      Willbros Group, Inc.,

                Additional Debtors Named Herein,

                               and

                  ABN AMRO Bank N.V., as Agent



                        July 27, 2000



<PAGE>


           SECURITY AGREEMENT AND FINANCING STATEMENT
           ------------------------------------------

   Accounts, Inventory, Equipment, Chattel Paper, Documents,
      Instruments, General Intangibles and Other Property
      ---------------------------------------------------

     THIS SECURITY AGREEMENT AND FINANCING STATEMENT (this
"Agreement") is made as of July 27, 2000, among the Persons
 ---------
identified in Annex I (each a "Debtor" and collectively the
                               ------
"Debtors"); and ABN AMRO Bank N.V., having offices at 335 Madison
 -------
Avenue, 14th Floor, New York, New York 10017, as Agent (in such
capacity, the "Secured Party") for the several banks now or
               -------------
hereafter parties to the hereinafter defined Credit Agreement
(individually, a "Bank" and collectively, the "Banks").
                  ----                         -----

                            RECITALS
                            --------

     A.   On even date herewith, Debtors, Secured Party, Credit
Lyonnais New York Branch, as Co-Agent, and the Banks are
executing a Third Amendment to Credit Agreement (such agreement,
as amended or supplemented from time to time, the "Amendment")
                                                   ---------
pursuant to which, upon the terms and conditions stated therein,
the parties thereto have agreed to amend that certain Credit
Agreement dated as of February 20, 1997 (such agreement, as
amended or supplemented from time to time, the "Credit
                                                ------
Agreement").
---------

     B.   The Banks have conditioned their obligations under the
Amendment upon the execution and delivery by Debtor of this
Agreement, and Debtor has agreed to enter into this Agreement.

     C.   Therefore, in order to comply with the terms and
conditions of the Amendment and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, each Debtor hereby agrees with Secured Party as
follows:


                           ARTICLE 1
                           ---------
                          DEFINITIONS
                          -----------

     Section 1.01   Terms Defined Above or in the Credit
                    ------------------------------------
Agreement.  As used in this Agreement, the terms defined above
---------
shall have the meanings respectively assigned to them.  Other
capitalized terms which are defined in the Credit Agreement but
which are not defined herein shall have the same meanings as
defined in the Credit Agreement.

     Section 1.02   Certain Definitions.  As used in this
                    -------------------
Agreement, the following terms shall have the following meanings,
unless the context otherwise requires:

          "Agreement" means this Security Agreement, as the same
           ---------
     may from time to time be amended or supplemented.




<PAGE>

          "Collateral" means, with respect to each Debtor, the
           ----------
     following types or items of property (including property
     hereafter acquired by Debtor as well as property which
     Debtor now owns or in which Debtor has ownership rights):

          (a)  All of Debtor's accounts, inventory, equipment,
     spare parts, chattel paper, documents, instruments and
     general intangibles, including, without limitation, any of
     the foregoing which may be more specifically indicated in
     the remainder of this definition.

          (b)  (i) Any related or additional property from time
     to time delivered to or deposited with Secured Party by or
     for the account of Debtor; (ii) all certificates of title or
     other documents evidencing ownership or possession of or
     otherwise relating to any property subject to this
     definition; (iii) all property owned by a Debtor and used or
     usable in connection with any property subject to this
     definition; (iv) all policies of insurance (whether or not
     required by Secured Party) covering any property subject to
     this definition; (v) all goods which were at any time
     included in the Collateral and which are returned to or for
     the account of Debtor following their sale, lease or other
     disposition; (vi) all proceeds, products, replacements,
     additions to, substitutions for, accessions of, and property
     necessary for the operation of any of the property subject
     to this definition, including, without limitation, insurance
     payable as a result of loss or damage to any of the property
     subject to this definition, refunds of unearned premiums of
     any such insurance policy and claims against third parties;
     and (vii) all books and records related to any of the
     property subject to this definition, including, without
     limitation, any and all books of account, customer lists and
     other records relating in any way to the accounts, chattel
     paper, instruments or inventory subject to this definition.

          (c)  All general intangibles related to any property
     subject to this definition, including, without limitation,
     all (i) letters of credit, bonds, guaranties, purchase or
     sales agreements and other contractual rights, material
     contracts, rights to performance, and claims for damages,
     refunds (including tax refunds) or other monies due or to
     become due; (ii) orders, franchises, permits, certificates,
     licenses, consents, exemptions, variances, authorizations or
     other approvals by any governmental agency or court;
     (iii) consulting, engineering and technological information
     and specifications, design data, patent rights, trade
     secrets, literary rights, copyrights, trademarks, labels,
     trade names and other intellectual property; (iv) business
     records, computer tapes and computer software; (v) goodwill;
     and (vi) other intangible personal property, whether similar
     or dissimilar to the property subject to this definition.

     It is expressly contemplated that additional property may
     from time to time be pledged, assigned or granted to Secured
     Party as additional security for the Obligations, and the
     term "Collateral" as used herein shall be deemed for all
           ----------
     purposes hereof to include all such additional property,
     together with all other property of the types described
     above related thereto.  Notwithstanding the foregoing,
     "Collateral" shall not include any item of property to the
      ----------
     extent that the grant of a security interest pursuant to
     this Agreement in its right, title and interest to such item
     of property is prohibited by (or otherwise requires the
     consent to


                              - 2 -


<PAGE>


     such grant under) an applicable contractual obligation or
     requirement of law or would give any other Person the right
     to terminate its obligations with respect to such item of
     property.

          "Event of Default" means any event specified in
           ----------------
     Section 6.01.

          "Obligations" means:
           -----------

          (a)  Any and all indebtedness, obligations and
     liabilities of each Borrower pursuant to or arising out of
     the Credit Agreement and of each Debtor under this
     Agreement, including, without limitation, the indebtedness,
     obligations and liabilities evidenced by, pursuant to or
     arising out of (i) those certain promissory notes issued by
     WGI under the Credit Agreement, payable to the order of the
     respective Banks and with final maturity on or before
     February 20, 2003, and (ii) any and all Letters of Credit
     issued pursuant to the Credit Agreement, and the Letter of
     Credit Agreements executed in connection therewith.

          (b)  Any sums which may be advanced or paid by Secured
     Party or any Bank under the terms hereof or any other
     Security Document on account of the failure of Debtor to
     comply with the covenants of Debtor contained herein or
     therein; and all other indebtedness of Debtor arising
     pursuant to the provisions of this Agreement or any other
     Security Document.

          (c)  All obligations of any Borrower in respect of each
     Guaranty.

          (d)  All interest (including post-petition interest),
     charges, expenses, attorneys' or other fees and any other
     sums payable to or incurred by Secured Party in connection
     with the execution, administration or enforcement of Secured
     Party's rights and remedies hereunder or any other Security
     Document.

     The term "Obligations" shall mean all indebtedness,
               -----------
     obligations and liabilities described, referred to or
     mentioned in paragraphs (a) through (d) of this definition,
     and all renewals, rearrangements, increases, substitutions
     and extensions for any period thereof and amendments,
     supplements or modifications thereto, in whole or in part.

          "Obligor" means any Person, other than Debtor, liable
           -------
     (whether directly or indirectly, primarily or secondarily)
     for the payment or performance of any of the Obligations
     whether as maker, co-maker, endorser, guarantor,
     accommodation party, general partner or otherwise.

          "UCC" means the Uniform Commercial Code as presently in
           ---
     effect in the State of New York, Articles 1 through 9.


     Section 1.03   Terms Defined in the UCC.  Unless otherwise
                    ------------------------
indicated by the context herein, all uncapitalized terms which
are defined in the UCC shall have their respective meanings as
used in Article 9 of the UCC, including but not limited to,
"general intangibles," "accounts," "inventory," "equipment,"
"chattel paper," "documents," and "instruments."


                              - 3 -


<PAGE>


                           ARTICLE 2
                           ---------
                       SECURITY INTEREST
                       -----------------

     Section 2.01   Grant of Security Interest.  Each Debtor
                    --------------------------
hereby assigns and grants to Secured Party a security interest in
and right of set-off against the Collateral to secure the prompt
payment and performance of the Obligations and the performance by
each Debtor of this Agreement and the other Credit Documents.

                           ARTICLE 3
                           ---------
                 REPRESENTATIONS AND WARRANTIES
                 ------------------------------

     In order to induce Secured Party to accept this Agreement,
Debtor represents and warrants to Secured Party (which
representations and warranties will survive the creation and
payment of the Obligations) that:

     Section 3.01   Ownership of Collateral; Encumbrances.
                    -------------------------------------
Except as otherwise permitted by the Credit Agreement, each
Debtor has good and valid title to its Collateral free and clear
of any adverse claim, lien, security interest, option or other
charge or encumbrance except for the security interest created by
this Agreement, and Debtor has full right, power and authority to
assign and grant a security interest in the Collateral to Secured
Party.

     Section 3.02   No Required Consent.  No authorization,
                    -------------------
consent, approval or other action by, and no notice to or filing
with, any governmental authority or regulatory body (other than
the filing of financing statements) of the United States or any
state or other political subdivision thereof is required for
(i) the due execution, delivery and performance by each Debtor of
this Agreement, (ii) the grant by Debtors of the security
interests granted by this Agreement, (iii) the perfection of such
security interests or (iv) the exercise by Secured Party of its
rights and remedies under this Agreement, in each case other than
any consent or approval which has been obtained or the failure of
which to obtain could not reasonably be expected to have a
Material Adverse Effect.

     Section 3.03   No Filings By Third Parties.  Except as set
                    ---------------------------
forth in Schedule 3.03, no financing statement or other public
notice or recording covering the Collateral is on file in any
public office (other than any financing statement or other public
notice or recording naming Secured Party as the secured party
therein or in connection with a Permitted Lien), and, except as
otherwise permitted by the Credit Agreement, no Debtor will
execute any such financing statement or other public notice or
recording so long as any of the Obligations are outstanding.

     Section 3.04   No Name Changes.  Except as set forth in
                    ---------------
Schedule 3.04, with respect to each Debtor, neither such Debtor
nor its predecessor has, during the preceding five years, entered
into any contract, agreement, security instrument or other
document using a name other than, or been known by or otherwise
used any name other than, the name used by such Debtor herein.

     Section 3.05   Location of Debtor and Collateral.  The
                    ---------------------------------
address of each Debtor's principal or registered office is set
forth on Annex I hereto.  The location or locations of each
Debtor's records


                              - 4 -


<PAGE>


concerning the Collateral are specified in Schedule 3.05.  The
Collateral is located or (except as otherwise permitted by
Section 4.01) shall be located only in the places disclosed and
set forth on Schedule 3.05 hereto (provided that the Collateral
shall be subject to the security interest created by this
Agreement irrespective of whether or not the Collateral is
located in such places).

     Section 3.06   Collateral.  All statements or other
                    ----------
information provided by Debtor to Secured Party describing or
with respect to the Collateral is or (in the case of subsequently
furnished information) will be when provided correct and complete
in all material respects.  The delivery at any time by Debtor to
Secured Party of additional Collateral or of additional
descriptions of Collateral shall constitute a representation and
warranty by Debtor to Secured Party hereunder that the
representations and warranties of this Article 3 are correct
insofar as they would pertain to such Collateral or the
descriptions thereof.


                           ARTICLE 4
                           ---------
                    COVENANTS AND AGREEMENTS
                    ------------------------

     Each Debtor will at all times comply with the covenants and
agreements contained in this Article 4, from the date hereof and
for so long as any part of the Obligations are outstanding.

     Section 4.01   Change in Location of Collateral or Debtor.
                    ------------------------------------------
Debtor will give Secured Party 30 days' prior written notice of
(i) the opening or closing of any principal place of Debtor's
business or (ii) any change in the location of Debtor's chief
executive office or address.

     Section 4.02   Change in Debtor's Name or Corporate
                    ------------------------------------
Structure.  Debtor will not change its name, identity or
---------
corporate structure (including, without limitation, any merger,
consolidation or sale of substantially all of its assets) without
notifying Secured Party of such change in writing at least 30
days prior to the effective date of such change.  A change of
name, formation, dissolution or other disposition of a Debtor's
subsidiary that is not a Borrower shall not require notice
pursuant to this Section 4.02.

     Section 4.03   Documents; Collateral in Possession of Third
                    --------------------------------------------
Parties.  If certificates of title or other documents evidencing
-------
ownership or possession of any item of Collateral having a fair
market value in excess of $50,000 are issued or outstanding,
Debtor will, within 90 days after the Third Amendment Effective
Date, cause the interest of Secured Party to be properly noted
thereon and will, promptly upon receipt, deliver same to Secured
Party.  If any Collateral is at any time in the possession or
control of any warehouseman, bailee, agent or independent
contractor, Debtor shall notify such Person of Secured Party's
security interest in such Collateral.  Upon Secured Party's
request, Debtor shall instruct any such Person to hold all such
Collateral for Secured Party's account subject to Debtor's
instructions, or, if an Event of Default shall have occurred,
subject to Secured Party's instructions.

     Section 4.04   Reimbursement of Expenses.  Debtor hereby
                    -------------------------
assumes all liability for the Collateral, the security interests
created hereunder and any use, possession, maintenance,
management, enforcement or collection of any or all of the
Collateral.  Debtor agrees to indemnify


                              - 5 -


<PAGE>


and hold Secured Party harmless from and against and covenants to
defend Secured Party against any and all losses, damages, claims,
costs, penalties, liabilities and expenses, including, without
limitation, court costs and attorneys' fees, incurred because of,
incident to, or with respect to the Collateral (including,
without limitation, any use, possession, maintenance or
management thereof, or any injuries to or deaths of persons or
damage to property), except where due to the gross negligence or
willful misconduct of Secured Party or the Banks.  All amounts
for which Debtor is liable pursuant to this Section 4.04 shall be
due and payable by Debtor to Secured Party upon demand.  If
Debtor fails to make such payment upon demand (or if demand is
not made due to an injunction or stay arising from bankruptcy or
other proceedings) and Secured Party pays such amount, the same
shall be due and payable by Debtor to Secured Party, plus
interest thereon from the date of Secured Party's demand (or from
the date of Secured Party's payment if demand is not made due to
such proceedings) at the rate set forth in Section 2.10(c) of the
Credit Agreement.

     Section 4.05   Insurance Proceeds.  Each policy for property
                    ------------------
damage insurance maintained by any Borrower shall provide for all
amounts payable by the insurer with respect to any damage to
property owned by a Borrower (except for property damage or
losses of less than $1,000,000 per occurrence, so long as the
Agent has not notified the payor under any such insurance policy
that a Default or Event of Default has occurred and is
continuing) to be paid directly to the Agent on behalf of the
Banks.

     Section 4.06   Further Assurances.  Upon the request of
                    ------------------
Secured Party, Debtor shall (at Debtor's expense) execute and
deliver all such assignments, certificates, financing statements
or other documents and give further assurances and do all other
acts and things as Secured Party may reasonably request to
perfect Secured Party's interest in the Collateral or to protect,
enforce or otherwise effect Secured Party's rights and remedies
hereunder, including without limitation, obtaining any
authorization, consent or approval of, or filing any notice with,
any governmental authority or regulatory body of any jurisdiction
as Secured Party may reasonably request (to the extent such
actions are both cost-effective and practical).


                           ARTICLE 5
                           ---------
           RIGHTS, DUTIES AND POWERS OF SECURED PARTY
           ------------------------------------------

     The following rights, duties and powers of Secured Party are
applicable irrespective of whether an Event of Default occurs and
is continuing:

     Section 5.01   Licenses and Rights to Use Collateral.  In
                    -------------------------------------
connection with any transfer or sale (to Secured Party or any
other Person) of the Collateral, Secured Party is hereby granted
a transferable license or other right to use, without any charge,
with respect to each Debtor, any of such Debtor's labels,
patents, copyrights, trade names, trade secrets, trademarks or
other similar property in completing production, advertising or
selling such Collateral.  Each Debtor's rights under all licenses
and franchise agreements shall, to the extent permitted under
such agreements, inure to the benefit of Secured Party and any
transferee of all or any part of the Collateral.


                              - 6 -


<PAGE>


     Section 5.02   Cumulative and Other Rights.  The rights,
                    ---------------------------
powers and remedies of Secured Party hereunder are in addition to
all rights, powers and remedies given by law or in equity.  The
exercise by Secured Party of any one or more of the rights,
powers and remedies herein shall not be construed as a waiver of
any other rights, powers and remedies, including, without
limitation, any other rights of set-off.

     Section 5.03   Disclaimer of Certain Duties.
                    ----------------------------

     (a)  The powers conferred upon Secured Party by this
Agreement are to protect its interest in the Collateral and shall
not impose any duty upon Secured Party to exercise any such
powers.  Each Debtor hereby agrees that Secured Party shall not
be liable for, nor shall the indebtedness evidenced by the
Obligations be diminished by, Secured Party's delay or failure to
collect upon, foreclose, sell, take possession of or otherwise
obtain value for the Collateral.

     (b)  Secured Party shall be under no duty whatsoever to make
or give any presentment, notice of dishonor, protest, demand for
performance, notice of non-performance, notice of intent to
accelerate, notice of acceleration, or other notice or demand in
connection with any Collateral or the Obligations, or to take any
steps necessary to preserve any rights against any Obligor or
other Person.  Each Debtor waives any right of marshaling in
respect of any and all Collateral, and waives any right to
require Secured Party to proceed against any Obligor or other
Person, exhaust any Collateral or enforce any other remedy which
Secured Party now has or may hereafter have against any Obligor
or other Person.

     Section 5.04   Modification of Obligations; Other Security.
                    -------------------------------------------
Each Debtor waives (i) any and all notice of acceptance,
creation, modification, rearrangement, renewal or extension for
any period of any instrument executed by any Obligor in
connection with the Obligations and (ii) any defense of any
Obligor by reason of disability, lack of authorization, cessation
of the liability of any Obligor or for any other reason.  Each
Debtor authorizes Secured Party, without notice or demand and
without any reservation of rights against such Debtor and without
affecting such Debtor's liability hereunder or on the
Obligations, from time to time to (x) take and hold other
property, other than the Collateral, as security for the
Obligations, and exchange, enforce, waive and release any or all
of the Collateral, (y) apply the Collateral in the manner
permitted by this Agreement and (z) renew, extend for any period,
shorten the maturity, amend or modify, supplement, enforce,
compromise, settle, waive or release the obligations of any
Obligor or any instrument or agreement of such other Person with
respect to any or all of the Obligations or Collateral.

                           ARTICLE 6
                           ---------
                       EVENTS OF DEFAULT
                       -----------------

     Section 6.01   Events.  It shall constitute an Event of
                    ------
Default under this Agreement if an Event of Default occurs and is
continuing under the Credit Agreement.

     Section 6.02   Remedies.  Upon the occurrence and during the
                    --------
continuance of any Event of Default, Secured Party may take any
or all of the following actions without notice (except where
expressly required below or in the Credit Agreement) or demand to
any Debtor:


                               - 7 -



<PAGE>


          (a)  Declare all or part of the indebtedness pursuant
     to the Obligations immediately due and payable and enforce
     payment of the same by any Debtor or any Obligor.

          (b)  With respect to each Debtor, take possession of
     the Collateral, or at Secured Party's request such Debtor
     shall, at such Debtor's cost, assemble the Collateral and
     make it available at a location to be specified by Secured
     Party which is reasonably convenient to such Debtor and
     Secured Party.  Secured Party may, at its option, render any
     equipment unusable that may be included in the Collateral,
     or, at Secured Party's request, Debtor will render it
     unusable.  In any event, each Debtor shall bear the risk of
     accidental loss or damage to or diminution in value of the
     Collateral, and Secured Party shall have no liability
     whatsoever for failure to obtain or maintain insurance, nor
     to determine whether any insurance ever in force is adequate
     as to amount or as to risk insured.

          (c)  Sell or lease, in one or more sales or leases and
     in one or more parcels, or otherwise dispose of any or all
     of the Collateral in its then condition or in any other
     commercially reasonable manner as Secured Party may elect,
     in a public or private transaction, at any location as
     deemed reasonable by Secured Party (including, without
     limitation, any Debtor's premises), either for cash or
     credit or for future delivery at such price as Secured Party
     may deem fair, and (unless prohibited by the UCC, as adopted
     in any applicable jurisdiction) Secured Party may be the
     purchaser of any or all Collateral so sold and may apply
     upon the purchase price therefor any Obligations secured
     hereby.  Any such sale or transfer by Secured Party either
     to itself or to any other Person shall be absolutely free
     from any claim of right by any Debtor, including any equity
     or right of redemption, stay or appraisal which any Debtor
     has or may have under any rule of law, regulation or statute
     now existing or hereafter adopted.  Upon any such sale or
     transfer, Secured Party shall have the right to deliver,
     assign and transfer to the purchaser or transferee thereof
     the Collateral so sold or transferred.  It shall not be
     necessary that the Collateral or any part thereof be present
     at the location of any such sale or transfer.  Secured Party
     may, at its discretion, provide for a public sale, and any
     such public sale shall be held at such time or times within
     ordinary business hours and at such place or places as
     Secured Party may fix in the notice of such sale.  Secured
     Party shall not be obligated to make any sale pursuant to
     any such notice.  Secured Party may, without notice or
     publication, adjourn any public or private sale by
     announcement at any time and place fixed for such sale, and
     such sale may be made at any time or place to which the same
     may be so adjourned.  In the event any sale or transfer
     hereunder is not completed or is defective in the opinion of
     Secured Party, such sale or transfer shall not exhaust the
     rights of Secured Party hereunder, and Secured Party shall
     have the right to cause one or more subsequent sales or
     transfers to be made hereunder.  In the event that any of
     the Collateral is sold or transferred on credit, or to be
     held by Secured Party for future delivery to a purchaser or
     transferee, the Collateral so sold or transferred may be
     retained by Secured Party until the purchase price or other
     consideration is paid by the purchaser or transferee
     thereof, but in the event that such purchaser or transferee
     fails to pay for the Collateral so sold or transferred or to
     take delivery thereof, Secured Party shall incur no
     liability in connection therewith.  If only part of the
     Collateral is sold or transferred such that the


                              - 8 -


<PAGE>


     Obligations remain outstanding (in whole or in part),
     Secured Party's rights and remedies hereunder shall not be
     exhausted, waived or modified, and Secured Party is
     specifically empowered to make one or more successive sales
     or transfers until all the Collateral shall be sold or
     transferred and all the Obligations are paid.  In the event
     that Secured Party elects not to sell the Collateral,
     Secured Party retains its rights to lease or otherwise
     dispose of or utilize the Collateral or any part or parts
     thereof in any manner authorized or permitted by law or in
     equity, and to apply the proceeds of the same towards
     payment of the Obligations.  Each and every method of
     disposition of the Collateral described in this subsection
     or in subsection (f) shall constitute disposition in a
     commercially reasonable manner.

          (d)  Take possession of all books and records of any
     Debtor pertaining to the Collateral.  Secured Party shall
     have the authority to enter upon any real property or
     improvements thereon in order to obtain any such books or
     records, or any Collateral located thereon, and remove the
     same therefrom without liability.

          (e)  Apply proceeds of the disposition of the
     Collateral to the Obligations in any manner elected by
     Secured Party and permitted by the UCC or otherwise
     permitted by law or in equity.  Such application may
     include, without limitation, the reasonable expenses of
     retaking, holding, preparing for sale or other disposition,
     and the reasonable attorneys' fees and legal expenses
     incurred by Secured Party.

          (f)  Appoint any Person as agent to perform any act or
     acts necessary or incident to any sale or transfer by
     Secured Party of the Collateral.  Additionally, any sale or
     transfer hereunder may be conducted by an auctioneer or any
     officer or agent of Secured Party.

          (g)  Exercise all other rights and remedies permitted
     by law or in equity.

     Section 6.03   Liability for Deficiency.  If any sale or
                    ------------------------
other disposition of Collateral by Secured Party or any other
action of Secured Party hereunder results in reduction of the
Obligations, such action will not release any Debtor from its
liability to Secured Party and/or the Banks for any unpaid
Obligations, including costs, charges and expenses incurred in
the liquidation of Collateral, together with interest thereon,
and the same shall be immediately due and payable to Secured
Party at Secured Party's address set forth in the opening
paragraph hereof.

     Section 6.04   Reasonable Notice.  If any applicable
                    -----------------
provision of any law requires Secured Party to give reasonable
notice of any sale or disposition or other action, each Debtor
hereby agrees that ten days' prior written notice shall
constitute reasonable notice thereof.  Such notice, in the case
of public sale, shall state the time and place fixed for such
sale and, in the case of private sale, the time after which such
sale is to be made.

     Section 6.05   Non-judicial Enforcement.  Secured Party may
                    ------------------------
enforce its rights hereunder without prior judicial process or
judicial hearing, and to the extent permitted by law each Debtor
expressly waives any and all legal rights which might otherwise
require Secured Party to enforce its rights by judicial process.


                              - 9 -



<PAGE>


                           ARTICLE 7
                           ---------
                    MISCELLANEOUS PROVISIONS
                    ------------------------

     Section 7.01   Notices.  Any notice required or permitted to
                    -------
be given under or in connection with this Agreement shall be
given in accordance with the notice provisions of the Credit
Agreement.

     Section 7.02   Amendments and Waivers.  Secured Party's
                    ----------------------
acceptance of partial or delinquent payments or any forbearance,
failure or delay by Secured Party in exercising any right, power
or remedy hereunder shall not be deemed a waiver of any
obligation of any Debtor or any Obligor, or of any right, power
or remedy of Secured Party; and no partial exercise of any right,
power or remedy shall preclude any other or further exercise
thereof.  Secured Party may remedy any Event of Default hereunder
or in connection with the Obligations without waiving the Event
of Default so remedied.  Each Debtor hereby agrees that if
Secured Party agrees to a waiver of any provision hereunder, or
an exchange of or release of the Collateral, or the addition or
release of any Obligor or other Person, any such action shall not
constitute a waiver of any of Secured Party's other rights or of
such Debtor's obligations hereunder.  This Agreement may be
amended only by an instrument in writing executed jointly by each
Debtor and Secured Party and may be supplemented only by
documents delivered or to be delivered in accordance with the
express terms hereof.

     Section 7.03   Copy as Financing Statement.  A photocopy or
                    ---------------------------
other reproduction of this Agreement or any financing statement
covering the Collateral is sufficient as a financing statement,
and the same may be filed with any appropriate filing authority
for the purpose of perfecting Secured Party's security interest
in the Collateral.

     Section 7.04   Possession of Collateral.  Secured Party
                    ------------------------
shall be deemed to have possession of any Collateral in transit
to it or set apart for it (or, in either case, any of its agents,
affiliates or correspondents).

     Section 7.05   Redelivery of Collateral.  If any sale or
                    ------------------------
transfer of Collateral by Secured Party results in full
satisfaction of the Obligations, and after such sale or transfer
and discharge there remains a surplus of proceeds, Secured Party
will deliver to Debtors such excess proceeds in a commercially
reasonable time; provided, however, that Secured Party shall not
be liable for any interest, cost or expense in connection with
any delay in delivering such proceeds to Debtors.

     Section 7.06   Governing Law; Jurisdiction.  This Agreement
                    ---------------------------
and the security interest granted hereby shall be construed in
accordance with and governed by the laws of the State of New York
(except to the extent that the laws of any other jurisdiction
govern the perfection and priority of the security interests
granted hereby).

     Section 7.07   Continuing Security Agreement.
                    -----------------------------

     (a)  Except as may be expressly applicable pursuant to
Section 9-505 of the UCC, no action taken or omission to act by
Secured Party hereunder, including, without limitation, any
action


                             - 10 -



<PAGE>


taken or inaction pursuant to Section 6.02, shall be deemed to
constitute a retention of the Collateral in satisfaction of the
Obligations or otherwise to be in full satisfaction of the
Obligations, and the Obligations shall remain in full force and
effect, until Secured Party shall have applied payments
(including, without limitation, collections from Collateral)
towards the Obligations in the full amount then outstanding or
until such subsequent time as is hereinafter provided in
subsection (b) below.

     (b)  To the extent that any payments on the Obligations or
proceeds of the Collateral are subsequently invalidated, declared
to be fraudulent or preferential, set aside or required to be
repaid to a trustee, debtor in possession, receiver or other
Person under any bankruptcy law, common law or equitable cause,
then to such extent the Obligations so satisfied shall be revived
and continue as if such payment or proceeds had not been received
by Secured Party, and Secured Party's security interests, rights,
powers and remedies hereunder shall continue in full force and
effect.  In such event, this Agreement shall be automatically
reinstated if it shall theretofore have been terminated pursuant
to Section 7.08.

     Section 7.08   Termination.  The grant of a security
                    -----------
interest hereunder and all of Secured Party's rights, powers and
remedies in connection therewith shall remain in full force and
effect until Secured Party has retransferred and delivered all
Collateral in its possession to Debtors, and executed a written
release or termination statement and reassigned to Debtors
without recourse or warranty any remaining Collateral and all
rights conveyed hereby.  Upon the complete payment of the
Obligations (other than any indemnity which is not yet due and
payable) and the compliance by Debtors with all covenants and
agreements hereof, Secured Party, at the written request and
expense of Debtors, will release, reassign and transfer the
Collateral to Debtor and declare this Agreement to be of no
further force or effect.  Notwithstanding the foregoing, the
reimbursement and indemnification provisions of Section 4.04 and
the provisions of subsection 7.07(b) shall survive the
termination of this Agreement.

     Section 7.09   Counterparts, Effectiveness.  This Agreement
                    ---------------------------
may be executed in two or more counterparts.  Each counterpart is
deemed an original, but all such counterparts taken together
constitute one and the same instrument.  This Agreement becomes
effective upon the execution hereof by Debtors and delivery of
the same to Secured Party, and it is not necessary for Secured
Party to execute any acceptance hereof or otherwise signify or
express its acceptance hereof.





                             - 11 -



<PAGE>






     DEBTORS:                 WILLBROS GROUP, INC.

                              By: /s/ Melvin F. Spreitzer
                                 --------------------------------------------
                              Name:   Melvin F. Spreitzer
                                   ------------------------------------------
                              Title:  Executive Vice President
                                    -----------------------------------------


                              WILLBROS USA, INC.

                              By: /s/ Melvin F. Spreitzer
                                 --------------------------------------------
                              Name:   Melvin F. Spreitzer
                                   ------------------------------------------
                              Title:  Executive Vice President
                                    -----------------------------------------


                              WILLBROS ENGINEERING &
                              CONSTRUCTION LIMITED

                              By: /s/ Thomas B. Reilly
                                 --------------------------------------------
                              Name:   Thomas B. Reilly
                                   ------------------------------------------
                              Title:  Vice President
                                    -----------------------------------------


                              WILLBROS INTERNATIONAL, INC.

                              By: /s/ Thomas B. Reilly
                                 --------------------------------------------
                              Name:   Thomas B. Reilly
                                   ------------------------------------------
                              Title:  Vice President
                                    -----------------------------------------


                              WILLBROS WEST AFRICA, INC.

                              By: /s/ Thomas B. Reilly
                                 --------------------------------------------
                              Name:   Thomas B. Reilly
                                   ------------------------------------------
                              Title:  Vice President
                                    -----------------------------------------


                              WILLBROS (NIGERIA) LIMITED

                              By: /s/ J. K. Tillery
                                 --------------------------------------------
                              Name:   J. K. Tillery
                                   ------------------------------------------
                              Title:  Managing Director
                                    -----------------------------------------



             [Signature Page to Security Agreement]



<PAGE>


                              THE OMAN CONSTRUCTION COMPANY, LLC

                              By: /s/ Latif A. Razek
                                 --------------------------------------------
                              Name:   Latif A. Razek
                                   ------------------------------------------
                              Title:  General Manager
                                    -----------------------------------------


                              ROGERS & PHILLIPS, INC.

                              By: /s/ William R. Phillips
                                 --------------------------------------------
                              Name:   William R. Phillips
                                   ------------------------------------------
                              Title:  President
                                    -----------------------------------------


                              CONSTRUCTORA CAMSA, C.A.

                              By: /s/ G. Patrick Riga
                                 --------------------------------------------
                              Name:   G. Patrick Riga
                                   ------------------------------------------
                              Title:  General Manager
                                    -----------------------------------------


                              WILLBROS OPERATING SERVICES, INC.

                              By: /s/ Curtis E. Simkin
                                 --------------------------------------------
                              Name:   Curtis E. Simkin
                                   ------------------------------------------
                              Title:  President
                                    -----------------------------------------


                              WILLBROS ENERGY SERVICES COMPANY

                              By: /s/ David W. Nightingale
                                 --------------------------------------------
                              Name:   David W. Nightingale
                                   ------------------------------------------
                              Title:  Vice President
                                    -----------------------------------------


                              WILLBROS MARINE ASSETS, INC.

                              By: /s/ Thomas B. Reilly
                                 --------------------------------------------
                              Name:   Thomas B. Reilly
                                   ------------------------------------------
                              Title:  Vice President
                                    -----------------------------------------



             [Signature Page to Security Agreement]



<PAGE>


                              INTERNATIONAL PIPELINE EQUIPMENT, INC.

                              By: /s/ Thomas B. Reilly
                                 --------------------------------------------
                              Name:   Thomas B. Reilly
                                   ------------------------------------------
                              Title:  Vice President
                                    -----------------------------------------


                              WILLBROS MIDDLE EAST, INC.

                              By: /s/ Thomas B. Reilly
                                 --------------------------------------------
                              Name:   Thomas B. Reilly
                                   ------------------------------------------
                              Title:  Vice President
                                    -----------------------------------------


                              INVERSIONES CAMSA, C.A.

                              By: /s/ G. Patrick Riga
                                 --------------------------------------------
                              Name:   G. Patrick Riga
                                   ------------------------------------------
                              Title:  General Manager
                                    -----------------------------------------


                              WILLBROS ENGINEERS, INC.

                              By: /s/ James R. Beasley
                                 --------------------------------------------
                              Name:   James R. Beasley
                                   ------------------------------------------
                              Title:  President
                                    -----------------------------------------


                              "ESCA" EQUIPMENT SERVICES COMPANIA
                              ANONIMA

                              By: /s/ G. Patrick Riga
                                 --------------------------------------------
                              Name:   G. Patrick Riga
                                   ------------------------------------------
                              Title:  General Manager
                                    -----------------------------------------


                              WILLBROS FAR EAST, INC.

                              By: /s/ Thomas B. Reilly
                                 --------------------------------------------
                              Name:   Thomas B. Reilly
                                   ------------------------------------------
                              Title:  Vice President
                                    -----------------------------------------



             [Signature Page to Security Agreement]



<PAGE>


                              WILLBROS SURAMERICA, S.A.

                              By: /s/ Thomas B. Reilly
                                 --------------------------------------------
                              Name:   Thomas B. Reilly
                                   ------------------------------------------
                              Title:  Vice President
                                    -----------------------------------------


                              WILLBROS (OVERSEAS) LIMITED

                              By: /s/ Arthur J. West
                                 --------------------------------------------
                              Name:   Arthur J. West
                                   ------------------------------------------
                              Title:  Managing Director
                                    -----------------------------------------


                              WILLBROS INTERNATIONAL
                              PTY LIMITED

                              By: /s/ John K. Allcorn
                                 --------------------------------------------
                              Name:   John K. Allcorn
                                   ------------------------------------------
                              Title:  Managing Director
                                    -----------------------------------------








             [Signature Page to Security Agreement]




<PAGE>


      The following schedules to the Security Agreement and Financing
Statement dated as of July 27, 2000, by and among Willbros Group, Inc.,
certain of its designated subsidiaries and ABN AMRO Bank N.V. have been
omitted, and the Registrant agrees to furnish supplementally a copy of
any such omitted schedule to the Securities and Exchange Commission
upon its request:

Schedule 3.03    Financing Statements for Rogers & Phillips, Inc. Property
Schedule 3.04    Corporate Name Changes
Schedule 3.05    Location of Collateral