EXHIBIT 10.2


                               SECURITY AGREEMENT

        THIS SECURITY  AGREEMENT (the  "Agreement"),  dated this 4th day of May,
2001,  by and  between The Harold C.  Simmons  Family  Trust No. 2  (hereinafter
called  "Pledgor"),  whose principal office is at 5430 LBJ Freeway,  Suite 1700,
Dallas TX 75240 and EMS Financial,  Inc. a New Jersey  corporation (the "Secured
Party"), in its capacity as the holder of the Note (as defined below).

        Section 1. Security Interest. For value received,  Pledgor hereby grants
to Secured Party, upon the terms and conditions of this Agreement, to secure the
"Obligation", as described in Section 2 below, a security interest in and to any
and all  present  or future  rights of  Pledgor  in and to all of the  following
rights,  interests  and property (all of the  following  being herein  sometimes
called the "Pledged Shares"):

               15,768  shares  of  Pledgor's  Class A Common  Stock  of  Contran
        Corporation, par value of $.01 per share.

As used in this  Agreement,  the  "Collateral"  shall include the Pledged Shares
together  with  any  and  all  products  and  proceeds  of the  Pledged  Shares,
including, without limitation, all dividends, cash, instruments,  subscriptions,
warrants and any other rights and options and other  property  from time to time
received,  receivable or otherwise  distributed in respect of or in exchange for
any or all of the Pledged Shares.

        Section  2.  Loan  Agreement.  This  Agreement  is  being  executed  and
delivered  pursuant to the terms,  conditions and  requirements  of that certain
Revolving Loan Note,  dated as of May 4, 2001  ("Revolving  Note"),  pursuant to
which  Secured  Party has loaned monies to, and may in the future loan monies to
Pledgor.  The security  interests herein granted  ("Security  Interests")  shall
secure full payment and performance of: (a) that certain  Revolving Loan Note of
even date herewith in the principal  amount of $25,000,000,  made by Pledgor and
payable  to the  order  of  Secured  Party  (such  note and any  notes  given in
modification,  renewal, extension or substitution thereof being herein sometimes
collectively referred to as the "Notes" and individually as the "Note"); and (b)
the due and punctual  observance and  performance  of each and every  agreement,
covenant and condition on Pledgor's part to be observed or performed  under this
Agreement or the Note (all of which debts,  duties,  liabilities and obligations
hereinbefore   described  and  covered  by  this  Agreement  and  the  Note  are
hereinafter referred to as the "Obligation").

        Section 3. Priority.  Pledgor  represents and warrants that the Security
Interests  are  first  and  prior  security  interests  in  and  to  all  of the
Collateral, subject to no other liens thereon or security interests therein.

        Section 4. Title to  Collateral.  Pledgor  represents  and  warrants  to
Secured Party that: (a) Pledgor is the sole, direct,  legal and beneficial owner
of the Collateral; (b) no dispute, right of offset, counterclaim,  or defense to
the Security Interests exists with respect to all or any part of the Collateral;
and (c) Pledgor will defend the Collateral against the claims and demands of all
persons other than any subordinate claims or liens permitted by Secured Party in
its sole discretion.

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        Section 5. Pledgor's  Obligations.  So long as the Note is  outstanding,
Pledgor  covenants and agrees with Secured Party:  (a) not to permit any part of
the Collateral to be levied upon under any legal process;  (b) not to dispose of
any of the Collateral without the prior written consent of Secured Party; (c) to
comply with all applicable  federal,  state and local statutes,  laws, rules and
regulations,  the  noncompliance  with which  could have a material  and adverse
effect on the value of the  Collateral;  and (d) to pay all taxes accruing after
the  date  hereof  which  constitute,  or may  constitute,  a lien  against  the
Collateral,  prior to the date when  penalties or interest  would attach to such
taxes; provided,  that Pledgor may contest any such tax claim if done diligently
and in good faith.

        Pledgor  agrees to execute and deliver to Secured Party (i) stock powers
appropriately  endorsed in blank, with respect to the Collateral,  and (ii) such
other  documents  of transfer as Secured  Party may from time to time request to
enable Secured Party to transfer the Collateral into its name or the name of its
nominee.

        Pledgor  agrees (i)  immediately  to  deliver  to  Secured  Party or its
nominee all certificates  evidencing any of the Collateral which may at any time
come into the  possession  of  Pledgor,  (ii) to execute  and deliver to Secured
Party such financing statements as Secured Party may request with respect to the
Collateral, and (iii) to take such other steps as Secured Party may from time to
time  reasonably  request to perfect Secured  Party's  security  interest in the
Collateral  under  applicable  law.  Pledgor  agrees  that this  Agreement  or a
photocopy of this Agreement shall be sufficient as a financing statement.

        Section 6. Event of Default.  As used  herein,  the term  default  shall
include any or all of the following:

               (a) The  assignment  or voluntary or  involuntary  conveyance  by
        Pledgor of legal or beneficial interest,  or Pledgor's mortgage,  pledge
        or grant of a security  interest  in any of the  Collateral  (as defined
        herein); or

               (b) The filing or issuance  of a notice of any lien,  warrant for
        distraint  or  notice  of levy  for  taxes  or  assessment  against  the
        Collateral  (except  for  those  liens  not  securing  indebtedness  for
        borrowed  money  which are being  contested  in good faith and for which
        adequate reserves have been created); or

               (c)  Pledgor's  nonpayment  of any  installment  of  principal or
        interest or fees under the Note; or

               (d) The adjudication of Pledgor as bankrupt, or the taking of any
        voluntary  action by Pledgor or any  involuntary  action against Pledgor
        seeking an adjudication of Pledgor as bankrupt,  or seeking relief by or
        against  Pledgor  under any  provision of the United  States  Bankruptcy
        Code; or

               (e) The  failure  by Pledgor  to comply  with any other  covenant
        contained in the Note or this Agreement; or

               (f) Pledgor's  default in any payment  (regardless  of amount) of
        principal of or interest on any other  indebtedness  for borrowed money;
        or

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<PAGE>

               (g) Pledgor's  default in the  observance or  performance  of any
        other agreement or condition relating to any such other indebtedness for
        borrowed  money or contained in any instrument  evidencing,  securing or
        relating thereto, or any other event shall occur or condition exist, the
        effect of which  default or other event or condition is to cause,  or to
        permit the holder of the indebtedness to cause, such other  indebtedness
        for borrowed money to become due prior to its stated maturity.

An "Event of  Default"  shall be deemed to have  occurred  immediately  upon any
default  described  in clause  (d) or (g) above;  if any  default  described  in
clauses  (c) or (f)  above  is not  cured  within  5  days;  and if any  default
described in clauses (a),  (b), or (e) is not cured within 30 days after written
notice from Secured Party to Pledgor.

        Section 7. Remedies.  Upon the occurrence and during the continuation of
an Event of Default as defined  herein,  in addition to any and all other rights
and  remedies  which  Secured  Party may then have  hereunder or under the Note,
under the  Uniform  Commercial  Code of the State of New  Jersey or of any other
pertinent  jurisdiction  (the "Code"),  or otherwise,  Secured Party may, at its
option: (a) reduce its claim to judgment or foreclosure or otherwise enforce the
Security  Interests,  in whole or in part, by any available judicial  procedure;
(b) sell, or otherwise dispose of, at the office of Secured Party, or elsewhere,
all or any part of the Collateral, and any such sale or other disposition may be
as a unit or in parcels, by public or private proceedings,  and by way of one or
more  contracts  (it being  agreed  that the sale of any part of the  Collateral
shall not exhaust the Secured  Party's power of sale, but sales may be made from
time to time,  and at any  time,  until all of the  Collateral  has been sold or
until  the  Obligation  has  been  paid  and  performed  in  full);  (c)  at its
discretion, retain the Collateral in satisfaction of the Obligation whenever the
circumstances are such that Secured Party is entitled to do so under the Code or
otherwise; and (d) exercise any and all other rights, remedies and privileges he
may have under the Note and the other documents defining the Obligation.

        Pledgor  will pay to  Secured  Party all  expenses  (including,  without
limitation,  court costs and  attorneys'  fees and expenses) of, or incident to,
(i) the  administration of this Agreement,  (ii) the custody or preservation of,
or the sale or collection of or other  realization  upon, any of the Collateral,
(iii)  the  exercise  or  enforcement  of any of the  rights  of  Secured  Party
hereunder,  or (iv) the failure by Pledgor to perform or observe  any  provision
hereof.  All  such  reimbursement  obligations  shall  constitute  a part of the
Obligation.

        In view of the fact that  federal and state  securities  laws may impose
certain  restrictions  on the  method by which a sale of the  Collateral  may be
effected,  Pledgor agrees that upon the occurrence and during the continuance of
an Event of Default,  Secured Party may, from time to time,  attempt to sell all
or any part of the Collateral by means of a private  placement  restricting  the
bidders and prospective purchasers to those who are qualified and will represent
and agree that they are purchasing for investment only and not for distribution.
In so doing, Secured Party may solicit offers to buy the Collateral, or any part
of it,  from a limited  number of  investors  deemed by  Secured  Party,  in its
reasonable  judgment,  to  be  financially  responsible  parties  who  might  be
interested in purchasing the Collateral.  If Secured Party solicits such offers,
then the  acceptance by Secured Party of the highest  offer  obtained  therefrom
shall be deemed to be a  commercially  reasonable  method of  disposing  of such
Collateral.

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<PAGE>

        Section  8.  Application  of  Proceeds  by  Secured  Party.  Any and all
proceeds ever received by Secured  Party from any sale or other  disposition  of
the  Collateral,  or any part  thereof,  or the  exercise  of any  other  remedy
pursuant  hereto  shall be applied by Secured  Party to the  Obligation  in such
order and manner as Secured Party, in its sole discretion, may deem appropriate,
notwithstanding  any  directions  or  instructions  to the  contrary by Pledgor;
provided that the proceeds and/or accounts shall be applied toward  satisfaction
of the Obligation.  Any proceeds  received by Secured Party under this Agreement
in excess of those  necessary  to fully and  completely  satisfy the  Obligation
shall be distributed to Pledgor.

        Section 9. Notice of Sale. Reasonable notification of the time and place
of any public sale of the  Collateral,  or reasonable  notification  of the time
after which any private sale or other intended  disposition of the Collateral is
to be made, shall be sent to Pledgor and to any other persons entitled under the
Code to notice;  provided,  that if any of the  Collateral  threatens to decline
speedily  in  value or is of a type  customarily  sold on a  recognized  market,
Secured Party may sell,  pledge,  assign or otherwise  dispose of the Collateral
without  notification,  advertisement  or other notice of any kind. It is agreed
that  notice  sent or given not less than ten (10)  calendar  days  prior to the
taking of the action to which the notice relates is reasonable  notification and
notice for the purposes of this paragraph.

        Section 10.  Right to Vote Collateral; Receipt of Dividends, Etc.

        (a) Unless an Event of Default  shall have  occurred and be  continuing,
the  Pledgor  shall  have the  right,  from  time to  time,  to vote and to give
consents,  ratifications  and waivers  with respect to the  Collateral,  and the
Secured Party shall,  upon receiving a written  request from the Pledgor,  which
request shall be deemed to be a representation  and warranty by the Pledgor that
no Event of Default has occurred and is  continuing,  deliver to the Pledgor or,
as specified  in such  request,  such  proxies,  powers of  attorney,  consents,
ratifications  and waivers in respect of any Collateral  which are registered in
the name of the Secured Party or a nominee as shall be specified in such request
and be in form and substance satisfactory to the Secured Party.

        (b) If an Event of Default  shall have occurred and be  continuing,  all
rights of the Pledgor to exercise the voting and other  consensual  rights which
it would  otherwise  be entitled  to  exercise  pursuant to Section 10 (a) above
shall end upon five days'  notice  from the  Secured  Party to the  Pledgor  and
thereafter  the Secured  Party shall have the right to the extent  permitted  by
law,  and the  Pledgor  shall  take  all  such  action  as may be  necessary  or
appropriate  to  give  effect  to such  right,  to  vote  and to give  consents,
ratifications  and  waivers,  and take any  other  action  with  respect  to all
Collateral  with the same  force and  effect as if the  Secured  Party  were the
absolute and sole owner thereof.

        (c) Unless an Event of Default  shall have  occurred and be  continuing,
the Pledgor shall be entitled to receive all regular cash  dividends.  Any other
extraordinary dividends or distributions or proceeds therefrom on account of the
Collateral  shall,  if  received  by the  Pledgor,  be received in trust for the
benefit of the Secured Party,  be segregated from the other property or funds of
the Pledgor,  and be forthwith  delivered to the Secured  Party as collateral in
the same form as so received (with any necessary endorsement).

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        Section 11.  Delivery of  Notices.  Any notice or demand  required to be
given  hereunder shall be in writing and shall be deemed to have been duly given
and  received,  if given by hand,  when a  writing  containing  such  notice  is
received by the person to whom  addressed or, if given by mail, two (2) business
days after a certified or registered letter containing such notice, with postage
prepaid, is deposited in the United States mails, addressed to:

               If to Secured Party:

               EMS Financial, Inc.
               16825 Northchase Drive
               Suite 1200
               Houston TX 77060
               Attn:  Vice President and Secretary

               If to Pledgor:

               The Harold C. Simmons Family Trust No. 2
               5430 LBJ Freeway
               Suite 1700
               Dallas TX 75240
               Attn:  Trust Counsel

Any such address may be changed from time to time by serving notice to the other
party as above  provided.  A business  day shall mean a day of the week which is
not  a  Saturday  or  Sunday  or  a  holiday   recognized  by  national  banking
associations.

        Section  12.  Binding  Effect.  This  Agreement  shall be  binding  upon
Pledgor,  its successors and assigns,  and shall inure to the benefit of Secured
Party, its heirs, successors, assigns, executors,  administrators,  and personal
or legal representatives.

        Section  13.  Governing  Law.  This  Agreement  shall  be  construed  in
accordance with and governed by the laws of the state of New Jersey.

        Section  14.  Severability.  In the  event  that  any one or more of the
provisions  contained  in this  Agreement  are held to be  invalid,  illegal  or
unenforceable in any respect,  such invalidity,  illegality or  unenforceability
shall not affect any other provision of this Agreement.

        Section 15. Lender Appointed  Attorney-in-Fact.  Upon the occurrence and
during the continuance of an Event of Default,  Pledgor hereby appoints  Secured
Party as Pledgor's attorney-in-fact,  with full authority in the place and stead
of Pledgor  and in the name of Pledgor  or  otherwise,  from time to time in its
discretion to take any action and to execute any instrument  which Secured Party
may deem  necessary or advisable to accomplish  the purposes of this  Agreement,
including,  without limitation,  to receive, endorse and collect all instruments
made payable to Pledgor representing any distribution, interest payment or other
dividend or distribution in respect of the Collateral or any part thereof and to
give full  discharge  for the same.  This power of attorney  created  under this
Section 15, being coupled with an interest, shall be irrevocable for the term of
this  Agreement  and  thereafter  as  long  as any of the  Obligation  shall  be

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outstanding,  but  shall not be deemed  to  authorize  Secured  Party to take an
action which Pledgor could not be required to take hereunder.

        Section 16.  Lender's  Duty.  Secured  Party shall not be liable for any
acts,  omissions,  errors of  judgment  or  mistakes  of fact or law  including,
without  limitation,  acts,  omissions,  errors or mistakes  with respect to the
Collateral,  except with  respect to Secured  Party's  custodial  duties and for
those arising out of or in connection with the Secured Party's gross  negligence
or willful misconduct. Without limiting the generality of the foregoing, Secured
Party  shall be under no  obligation  to take any steps  necessary  to  preserve
rights in the Collateral  against any other parties but may do so at its option,
and all expenses incurred in connection  therewith shall be for the sole account
of Pledgor, and shall be added to the Obligation secured hereby.

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        EXECUTED as of the day and year first herein set forth.



SECURED PARTY:


EMS Financial, Inc.

By:       /s/ Robert D. Hardy
          ------------------------------
          Robert D. Hardy
Title:    Treasurer



PLEDGOR:


The Harold C. Simmons Family Trust No. 2

By:       /s/ H. Simmons
          ------------------------------
          H. Simmons
Title:    Trustee