EXHIBIT 10.13




<PAGE>

                               SECURITY AGREEMENT
                                   (Borrower)


         THIS SECURITY  AGREEMENT (the "Agreement") dated as of July 10, 2000 is
made and entered into by and between Avatar Systems,  Inc., a Texas  corporation
("Debtor"), and Bank One, Texas, N.A. ("Lender").


                                   WITNESSETH:

         WHEREAS,  Avatar Systems,  Inc, a Texas corporation  ("Borrower"),  and
Lender are  parties to an  Amended  and  Restated  Loan  Agreement  of even date
herewith (as the same may be amended and in effect from time to time,  the "Loan
Agreement"), providing for extensions of credit to be made to Debtor by Lender;

         WHEREAS,  Debtor will receive direct and indirect economic benefit from
the loans contemplated under the Loan Agreement;

         WHEREAS,  Debtor has executed  that certain  Guaranty  dated as of even
date herewith,  in favor of Lender, and securing all obligations and liabilities
of Borrower under the Loan Agreement (the "Guaranty"); and

         WHEREAS,  it is a condition  precedent to the making of Loans under the
Loan Agreement that Debtor shall have executed and delivered this Agreement.

         NOW, THEREFORE, in consideration of the premises and in order to induce
Lender to make Loans under the Loan Agreement,  Debtor hereby agrees with Lender
as follows:

SECTION 1. Definitions

         1.1 Certain Defined Terms.  Terms defined in the Loan Agreement and not
otherwise  defined herein have the respective  meanings provided for in the Loan
Agreement.  The  following  terms,  as used herein,  have the meanings set forth
below:

         "Accounts"  means all  "accounts"  (as defined in the UCC) now owned or
hereafter created or acquired by Debtor including,  without  limitation,  all of
the following now owned or hereafter created or acquired by Debtor: (a) accounts
receivable,  contract rights, book debts, notes, drafts and other obligations or
indebtedness  owing to Debtor arising from the sale,  lease or exchange of goods
or other property and/or the performance of services; (b) Debtor's rights in, to
and under all  purchase  orders  for  goods,  services  or other  property;  (c)
Debtor's rights to any goods,  services or other property  represented by any of
the  foregoing  (including  returned or  repossessed  goods and unpaid  sellers'
rights of rescission,  replevin, reclamation and rights to stoppage in transit);
(d) monies due to or to become due to Debtor under all  contracts  for the sale,
lease or exchange of goods or other property  and/or the performance of services
(whether  or not- yet  earned by  performance  on the part of  Debtor);  and (e)
Proceeds (as defined below) of any of the foregoing and all collateral  security
and  guaranties  of any kind  given by any  Person  with  respect  to any of the
foregoing,

SECURITY AGREEMENT - Page 1

<PAGE>

         "Collateral" has the meaning assigned to that term in Section 2.

         "Collateral Account" has the meaning assigned to that term in Section


         "Copyright  License"  means any written  agreement  now or hereafter in
existence granting to Debtor any right to use any Copyright  (excluding any such
agreement  if and to the extent  that any  attempt to grant a security  interest
hereunder  in any such  agreement  without  the  consent of a third  party would
constitute  a breach  thereof or such  consent has not been  obtained by Debtor)
including,  without  limitation,  the agreements  described in Schedule I of the
Copyright Security Agreement.

         "Copyrights"  means   collectively  all  of  the  following:   (a)  all
copyrights,  rights and interests in copyrights, works protectable by copyright,
copyright  registrations  and  copyright  applications  now  owned or  hereafter
created or acquired by Debtor,  including,  without limitation,  those listed on
Schedule I of the Copyright Security  Agreement;  (b) all renewals of any of the
foregoing; (c) all income, royalties,  damages and payments now or hereafter due
and/or  payable  under  any of the  foregoing,  including,  without  limitation,
damages or payments for past or future  infringements  of any of the  foregoing;
(d) the right to sue for past,  present and future  infringements  of any of the
foregoing;  (e) all rights  corresponding to any of the foregoing throughout the
world;  and  (f) all  goodwill  associated  with  and  symbolized  by any of the
foregoing.

         "Copyright  Security  Agreement" means the copyright security agreement
to be executed and delivered by Debtor to Lender,  substantially  in the form of
Exhibit A, as such agreement may hereafter be amended, supplemented or otherwise
modified from time to time.

         "Documents"  means all  "documents"  (as  defined  in the UCC) or other
receipts  covering,  evidencing  or  representing  goods now owned or  hereafter
acquired by Debtor.

         "Equipment"  means all "equipment" (as defined in the UCC) now owned or
hereafter  acquired by Debtor  including,  without  limitation,  all  computers,
computer  components  and  other  computer  hardware,  printers,  communications
equipment,  office  equipment,  machinery,  motor  vehicles,  trucks,  trailers,
vessels,  aircraft and rolling stock and all parts thereof and all additions and
accessions thereto and replacements therefor.

         "Financial  Assets"  means all  "financial  assets"  (as defined in the
UCC), now owned or hereafter acquired by Debtor.

         "Fixtures"  means all  "Fixtures"  (as defined in the UCC) now owned or
hereafter acquired by Debtor including,  without limitation, all plant Fixtures;
business  Fixtures;  other  Fixtures  and storage  office  facilities,  wherever
located; and all additions and accessions thereto and replacements therefor.

         "General  Intangibles"  means all "general  intangibles" (as defined in
the  UCC)  now  owned  or  hereafter  acquired  by  Debtor,  including,  without
limitation,  all  right,  title  and  interest  of  Debtor  in and  to:  (a) all
agreements,  leases,  licenses and  contracts to which Debtor is or may become a
party  (excluding any such  agreements,  leases,  licenses  including  Trademark
Licenses,  Copyright  Licenses and Patent Licenses and contracts to which Debtor
is a party as of the date hereof and any renewals or  extension  thereof (but in
any event not excluding Accounts) if and to the extent that any attempt to grant
a security  interest  hereunder  in any such  agreements,  leases,  licenses and
contracts without the consent of a third party would constitute a breach thereof
and such consent has not been obtained by Debtor and those  agreements,  leases,
licenses  and  contracts  for which  Debtor may become a party and  consent to a
grant of a  security  interest  is  required  and cannot be  obtained);  (b) all
obligations or indebtedness  owing to Debtor (other than Accounts) from whatever
source arising, including, without limitation, any obligations owed to Debtor by
third  parties in  connection  with the  agreements  relating to the clean up of
Hazardous  Materials or compliance with Environmental Laws; (c) all tax refunds;
(d) Intellectual  Property;  (e) computer  software,  source code,  object code,
manuals  and  instructions,  together  with all  diskettes,  tape and any  other
physical  representation or eminent thereof, and (f) all trade secrets and other
confidential  information relating to the business of Debtor including by way of
illustration  and not  limitation:  systems  and  techniques  for the  analysis,
diagnosis and correction of malfunctions of products used by Debtor's customers;
the  names  and  addresses  of,  and  credit  and  other  business   information
concerning,  Debtor's past, present or future customers; the prices which Debtor
obtains for its services or at which it sells  merchandise;  estimating and cost
procedures;  profit margins;  policies and procedures pertaining to the sale and
design of  equipment,  components,  devices and  services  furnished  by Debtor;
information  concerning  suppliers of Debtor;  and  information  concerning  the
manner  of  operation,  business  plans,  pledges,  projections,  and all  other
information  of any kind or character,  whether or not reduced in writing,  with
respect to the  conduct by Debtor of its  business  not  generally  known by the
public. The term "General Intangibles" excludes any software licenses or similar
licenses  that are not  permitted  to be  pledged in  accordance  with the terms
thereof.

SECURITY AGREEMENT - Page 2

<PAGE>

         "Instruments"  means all "instruments",  "chattel paper" or "letters of
credit" (each as defined in the UCC) including,  but not limited to,  promissory
notes, drafts,  bills of exchange and trade acceptances,  now owned or hereafter
acquired by Debtor.

         "Intellectual  Property" shall mean  collectively all of the following:
Copyrights,   Copyright  Licenses,  Patents,  Patent  Licenses,  Trademarks  and
Trademark Licenses.

         "Inventory" means all "inventory" (as defined in the UCC), now owned or
hereafter acquired by Debtor,  wherever located including,  without  limitation,
finished goods, raw materials,  work in process and other materials and supplies
(including packaging and shipping materials) used or consumed in the manufacture
or production thereof and goods which are returned to or repossessed by Debtor.

         "Investment  Property" means all  "investment  property" (as defined in
the  UCC),  now  owned or  hereafter  acquired  by  Debtor,  including,  without
limitation,   all  securities   (certificated  or  uncertificated),   securities
accounts, securities entitlements, commodity contracts and commodity accounts.

         "Patent  License"  means any  written  agreement  now or  hereafter  in
existence granting to Debtor any right to use any invention on which a Patent is
in existence (excluding any such agreement if and to the extent that any attempt
to grant a security interest hereunder in any such agreement without the consent
of a third party would constitute a breach thereof and such consent has not been
obtained by Debtor) including,  without limitation,  the agreements described in
Schedule 1 of the Patent Security Agreement.

SECURITY AGREEMENT - Page 3

<PAGE>

         "Patents" means collectively all of the following:  (a) all patents and
patent  applications  now  owned or  hereafter  created  or  acquired  by Debtor
including, without limitation, those listed on Schedule I of the Patent Security
Agreement and the inventions and improvements described and claimed therein, and
patentable inventions;  (b) the reissues,  divisions,  continuations,  renewals,
extensions and  continuations-in-part  of any of the foregoing;  (c) all income,
royalties, damages or payments now and hereafter due and/or payable under any of
the  foregoing  with  respect  to  any  of  the  foregoing,  including,  without
limitation,  damages or payments for past or future  infringements of any of the
foregoing;  (d) the right to sue for past,  present and future  infringements of
any of the  foregoing;  (e) all  rights  corresponding  to any of the  foregoing
throughout the world; and (f) all goodwill associated with any of the foregoing.

         "Patent Security  Agreement" means a patent security agreement executed
and  delivered by Debtor to Lender,  substantially  in the form of Exhibit B, as
such agreement may be amended,  supplemented or otherwise  modified from time to
time.

         "Proceeds"  means all  proceeds of, and all other  profits,  rentals or
receipts, in whatever form, arising from the collection,  sale, lease, exchange,
assignment,  licensing  or  other  disposition  of,  or  realization  upon,  any
Collateral  including,  without  limitation,  all claims of Debtor against third
parties for loss of, damage to or destruction of, or for proceeds payable under,
or unearned  premiums with respect to, policies of insurance with respect to any
Collateral,  and any  condemnation  or requisition  payments with respect to any
Collateral, in each case whether now existing or hereafter arising.

         "Secured  Obligations" has the meaning assigned to that term in Section

         "Security  Interests" means the security  interests granted pursuant to
Section 2, as well as all other security interests created or assigned by Debtor
as additional security for the Secured Obligations pursuant to the provisions of
this Agreement.

         "Trademark  License"  means any written  agreement  now or hereafter in
existence granting to Debtor any right to use any Trademark  (excluding any such
agreement  if and to the extent  that any  attempt to grant a security  interest
hereunder  in any such  agreement  without  the  consent of a third  party would
constitute a breach  thereof and such consent has not been  obtained by Debtor),
including,  without  limitation,  the agreements  described in Schedule 1 to the
Trademark Security Agreement.

         "Trademarks"  means  collectively  all of the  following  now  owned or
hereafter  created or  acquired  by Debtor:  (a) all  trademarks,  trade  names,
corporate names, company names, business names, fictitious business names, trade
styles,  service marks, logos, other business identifiers,  prints and labels on
which any of the  foregoing  have  appeared  or appear,  all  registrations  and
recordings  thereof,  and all  applications  in connection  therewith  including
registrations,  recordings  and  applications  in the United  States  Patent and
Trademark  Office or in any similar office or agency of the United  States,  any
State  thereof  or any  other  country  or any  political  subdivision  thereof,
including,  without  limitation,  those described in Schedule 1 of the Trademark
Security Agreement;  (b) all reissues,  extensions or renewals thereof;  (c) all
income,  royalties,  damages and payments now or  hereafter  due and/or  payable
under any of the  foregoing  or with respect to any of the  foregoing  including
damages or payments for past or future  infringements  of any of the  foregoing;
(d) the right to sue for past,  present and future  infringements  of any of the
foregoing;  (e) all rights  corresponding to any of the foregoing throughout the
world;  and  (f) all  goodwill  associated  with  and  symbolized  by any of the
foregoing.

SECURITY AGREEMENT - Page 4

<PAGE>

         "Trademark  Security  Agreement" means the trademark security agreement
executed and delivered by Debtor to Lender  substantially in the form of Exhibit
C, as such  agreement  may  hereafter  be  amended,  supplemented  or  otherwise
modified from time to time.

         "UCC" means the Uniform Commercial Code as in effect on the date hereof
in the State of Texas, as amended from time to time, and any successor  statute;
provided that if by reason of mandatory provisions of law, the perfection or the
effect  of  perfection  or  non-perfection  of  the  Security  Interest  in  any
Collateral is governed by the Uniform  Commercial  Code as in effect on or after
the date hereof in any other  jurisdiction,  "UCC" means the Uniform  Commercial
Code as in effect in such  other  jurisdiction  for  purposes  of the  provision
hereof relating to such perfection or effect of perfection or non-perfection.

         1.2   Other   Definition   Provisions.    References   to   "Sections",
"subsections",  "Exhibits" and  "Schedules"  shall be to Sections,  subsections,
Exhibits  and  Schedules,  respectively,  of  this  Agreement  unless  otherwise
specifically  provided.  Any of the terms defined in subsection 1.1 may,  unless
the context otherwise requires,  be used in the singular or the plural depending
on the  reference.  All  references  to statutes and related  regulations  shall
include any amendments of same and any successor statutes and regulations.

SECTION 2. Grant of Security Interests

         In  order  to  secure  the  payment  and  performance  of  the  Secured
Obligations  in accordance  with the terms  thereof,  Debtor hereby  assigns and
grants to Lender a continuing  security interest in and to all right,  title and
interest of Debtor in the following  property,  whether now owned or existing or
hereafter  acquired  or  arising  and  regardless  of where  located  (all being
collectively referred to as the "Collateral"):

                  (A) Accounts;

                  (B) Inventory;

                  (C) General Intangibles;

                  (D) Documents;

                  (E) Instruments;

                  (F) Equipment;

                  (G) Fixtures;

                  (H) All deposit accounts of Debtor maintained with any bank or
         financial institution;

                  (I) The Collateral  Account,  all cash deposited  therein from
         time to time and other monies and property of Debtor in the  possession
         or under the control of Lender;

                  (J) All Investment Property and Financial Assets;

                  (K) All books, records,  ledger cards, files,  correspondence,
         computer programs,  tapes,  disks and related data processing  software
         that at any time evidence or contain information relating to any of the
         property  described  in  subparts  (A) - (J)  above  or  are  otherwise
         necessary or helpful in the collection thereof or realization  thereon;
         and

                  (L)  Products  and  Proceeds  of all  or  any of the  property
         described in subparts

                  (A) -(K) above.

SECURITY AGREEMENT - Page 5

<PAGE>

Notwithstanding  the foregoing,  so long as no Event of Default has occurred and
is  continuing,  Debtor (a) shall have the right to  transfer  or grant to other
Persons  licenses and sublicenses  with respect to Intellectual  Property in the
ordinary  course of its business and (b) may otherwise  dispose of Collateral in
accordance with and subject to the restrictions contained in the Loan Agreement.

SECTION 3. Security for Obligations

         This Agreement  secures the payment and  performance of the Obligations
and all obligations of every nature of Debtor,  now or hereafter  existing under
this  Agreement  and any  other  Loan  Documents  to  which  Debtor  is a party,
including,  without  limitation,  the Guaranty,  and all  renewals,  extensions,
restructurings and refinancings of any of the above (all such debts, obligations
and liabilities of Debtor being collectively called the "Secured Obligations").

SECTION 4. Debtor Remains Liable

         Anything  herein to the  contrary  notwithstanding:  (a)  Debtor  shall
remain liable under the contracts and  agreements  included in the Collateral to
the extent  set forth  therein  to  perform  all of its  duties and  obligations
thereunder to the same extent as if this  Agreement had not been  executed;  (b)
the exercise by Lender of any of the rights  hereunder  shall not release Debtor
from any of its  duties  or  obligations  under  the  contracts  and  agreements
included in the  Collateral;  and (c) Lender  shall not have any  obligation  or
liability  under the  contracts  and  agreements  included in the  Collateral by
reason of this  Agreement,  nor shall  Lender be obligated to perform any of the
obligations  or duties of Debtor  thereunder or to take any action to collect or
enforce any claim for payment assigned hereunder.

SECURITY AGREEMENT - Page 6

<PAGE>

SECTION 5. Representations and Warranties

         In order to induce  Lender  to enter  into the Loan  Documents,  Debtor
represents and warrants to Lender that the following  statements are and will be
true, correct and complete:

         5.1  Location  of  Equipment,   Fixtures  and  Inventory.  All  of  the
Equipment,  Fixtures and Inventory is located at the place specified in Schedule
I.  Schedule I correctly  identifies  the  landlords or  mortgagees  (other than
Lender), if any, of each of Debtor's locations identified on Schedule I. None of
the  Collateral  has been  located in any  location  within the past four months
other than as set forth on Schedule 1. None of the  Equipment  is evidenced by a
certificate  of title other than  Equipment  with an aggregate book value not to
exceed $5,000.00.

         5.2  Ownership  of  Collateral.  Except for the  matters  disclosed  on
Schedule II, the Permitted Encumbrances and the Security Interests,  Debtor owns
the Collateral free and clear of any Lien. No effective  financing  statement or
other form of lien notice  covering all or any part of the Collateral is on file
in any recording office, except for those in favor of Lender and as disclosed on
Schedule II.

         5.3 Office Locations,  Fictitious Names. The chief executive office and
the office  where  Debtor  keeps its books and records  are both  located at the
place  specified in Schedule I. Schedule I sets forth all locations where Debtor
has a place of business.  Debtor does not do business and has not done  business
during  the past  five  years  from the date  hereof  under  any  trade-name  or
fictitious business name except as disclosed on Schedule III.

         5.4 Perfection.  This Agreement and the Trademark  Security  Agreement,
the Patent  Security  Agreement and the Copyright  Security  Agreement  executed
pursuant  hereto  create  a  valid  and  enforceable  security  interest  in the
Collateral, securing the payment of the Secured Obligations,  including, without
limitation,  all future Loans pursuant to the Loan Agreement and the Notes,  and
all extensions,  renewals and other  modifications  thereof.  Upon the filing of
Uniform Commercial Code Financing  Statements naming Debtor as debtor and Lender
as secured  party in the  jurisdictions  set forth in  Schedule  IV hereto,  the
delivery to Lender of all  Collateral  the  possession  of which is necessary to
perfect the security  interest  therein,  the notation of the Lender's  security
interest  on all  certificates  of title  evidencing  Equipment,  the release or
assignment to Lender of the security  interests  described on Schedule V hereto,
the filing of the Trademark Security Agreement with the United States Patent and
Trademark  Office,  the Filing of the Patent Security  Agreement with the United
States  Patent and  Trademark  Office and the Filing of the  Copyright  Security
Agreement  with the United  States  Copyright  Office,  the  security  interests
created hereby shall constitute  perfected,  first priority  security  interests
upon all the Collateral (other than Trademarks and Trademark Licenses registered
in countries  other than the United States) which shall be superior and prior to
the rights of all third  Persons now existing or hereafter  arising,  except for
the Permitted Encumbrances and the matters disclosed on Schedule II.

         5.5 Accounts.  Each Eligible Account  constitutes the legally valid and
binding  obligation  of the  customer  obligated  to pay the  same.  The  amount
represented  by Debtor to Lender as owing by each customer is the correct amount
actually  and  unconditionally  owing,  except for  normal  cash  discounts  and
allowances where applicable. To the knowledge of the Debtor, no customer has any
defense,  set-off,  claim or  counterclaim  against  Debtor that can be asserted
against  Lender,  whether in any  proceeding to enforce  Lender's  rights in the
Collateral or otherwise except defenses,  set-offs, claims or counterclaims that
are not, in the  aggregate,  material to the value of the Accounts.  None of the
Accounts is  evidenced  by a promissory  note or other  Instrument  other than a
check or except for such Instruments delivered to the Lender as Collateral under
the terms hereof.

SECURITY AGREEMENT - Page 7

<PAGE>

         5.6 Intellectual Property. The Copyrights, Copyright Licenses, Patents,
Patent  Licenses,  Trademarks  and Trademark  Licenses  listed on the respective
schedules to each of the Copyright  Security  Agreement,  the Trademark Security
Agreement  and the Patent  Security  Agreement in the forms  attached  hereto as
exhibits constitute all of Intellectual  Property owned arid currently in use by
Debtor.

         5.7  Accurate  Information.  All  information  heretofore,   herein  or
hereafter  supplied  to Lender by or on behalf  of Debtor  with  respect  to the
Collateral is and will be accurate and complete in all material respects.

         5.8 Loan Agreement  Warranties.  Each  representation and warranty with
respect to Debtor or the Collateral set forth in Section 5 of the Loan Agreement
and in each of the other Loan  Documents  is true and  correct  in all  material
respects and such  representations and warranties are hereby incorporated herein
by this  reference  with the same  effect as though set forth in their  entirety
herein.

SECTION 6. Further Assurances: Covenants

         6.1 Other Documents and Actions. Debtor will, from time to time, at its
expense,  promptly execute and deliver all further instruments and documents and
take all further  action that may be necessary or desirable,  or that Lender may
reasonably  request,  in order to perfect  and protect  any  Security  Interests
granted or  purported to be granted  hereby or to enable  Lender to exercise and
enforce its rights and remedies hereunder, or the rights and remedies of Lender,
with  respect to any  Collateral  or to carry out the  provisions  and  purposes
hereof.  Without  limiting the  generality of the  foregoing,  Debtor will:  (a)
execute  and file such  financing  or  continuation  statements,  or  amendments
thereto,  and  such  other  instruments  or  notices,  as  may be  necessary  or
desirable,  and as Lender may  request,  in order to perfect  and  preserve  the
Security  Interests  granted  or  purported  to be  granted  hereby;  (b) at any
reasonable  time,  upon  demand  by Lender  make the  Collateral  available  for
inspection  by Lender or Persons  designated  by Lender as  provided in the Loan
Agreement;  and (c) upon  Lender's  request,  appear in and defend any action or
proceeding that may affect Debtor's title to or Lender's  Security  Interests in
the Collateral.  Notwithstanding the foregoing,  Debtor shall not be required to
execute  any  document or take any action to perfect  the  Lender's  Lien in any
foreign  Intellectual   Property  under  the  laws  of  the  applicable  foreign
jurisdiction  unless a Default or Event of Default  shall have  occurred  and be
continuing and the Lender reasonably requests that such Liens be so perfected.

SECURITY AGREEMENT - Page 8

<PAGE>

         6.2 Lender  Authorized.  Debtor hereby authorizes Lender to file one or
more financing or continuation  statements,  and amendments  thereto (or similar
documents required by any laws of any applicable jurisdiction),  relating to all
or any part of the Collateral without the signature of Debtor.

         6.3  Structure  or Name  Change.  Debtor will notify  Lender in writing
thirty (30) days prior to any change in Debtor's  name,  identity or partnership
or corporate structure.

         6.4  Business  Locations.  Debtor  will  keep  the  Collateral  at  the
locations  specified  on Schedule I,  provided  that Debtor shall not permit any
Inventory to be located on properties which are not owned or leased by Debtor.

         6.5 Third Parties in Possession of Collateral.  Debtor shall not permit
any Inventory to be held by third Persons.

         6.6  Instruments.   Debtor  will  deliver  and  pledge  to  Lender  all
Instruments  duly endorsed  and/or  accompanied by duly executed  instruments of
transfer or assignment,  all in form and substance satisfactory to Lender except
that prior to the  occurrence  of a Default  or an Event of  Default  Debtor may
retain for  collection  and use in the  ordinary  course of business  any checks
representing  Proceeds of Accounts  received in the ordinary course of business.
Debtor  will mark  conspicuously  all chattel  paper with a legend,  in form and
substance satisfactory to Lender,  indicating that such chattel paper is subject
to the Security Interests.  When all the obligations of the debtor or issuer, as
applicable,  under  any  Instrument  delivered  to  Lender  hereunder  have been
satisfied or otherwise  terminated,  Lender agrees to return such  Instrument to
Debtor,  without recourse or warranty,  duly endorsed and/or accompanied by duly
executed instruments of transfer or assignment.

         6.7 Certificates of Title, Equipment.  Debtor shall promptly deliver to
Lender  any and all  certificates  of title,  applications  for title or similar
evidence of  ownership  of all  Equipment  and shall cause Lender to be named as
lienholder  on any such  certificate  of title or other  evidence of  ownership.
Debtor shall  promptly  inform Lender of any additions to or deletions  from the
Equipment and shall not permit any such items to become  Fixtures to real estate
other than real estate  described in the  Mortgages  unless  Debtor has complied
with its obligations  under Section 6.4;  provided that Debtor shall not provide
the thirty (30) day prior  written  notice  required by Section 6.4 if Debtor is
required to cause the  Equipment  in question to become a Fixture as a result of
any employee  safety or other health or safety laws or regulations  prior to the
expiration  of such thirty (30) day period and in such event,  Debtor shall give
Lender notice of the  imposition of such  requirement  imposed by such health or
safety laws or regulations and shall  thereafter  otherwise  comply with Section
6.4.

         6.8 Account Covenants.  Except as otherwise provided in this subsection
6.8, Debtor shall continue to collect, at its own expense, all amounts due or to
become due Debtor  under the  Accounts.  In  connection  with such  collections,
Debtor may take (and, at Lender's  direction,  shall take) such action as Debtor
or Lender may reasonably  deem  necessary or advisable to enforce  collection of
the Accounts;  provided,  that Lender shall have the right at any time after the
occurrence and during the  continuance of an Event of Default to: (a) notify the
customers or obligors  under any Accounts of the  assignment of such Accounts to
Lender and to direct such  customers  or obligors to make payment of all amounts
due or to become due  directly  to Lender;  (b) enforce  collection  of any such
Accounts;  and (c) adjust,  settle or  compromise  the amount or payment of such
Accounts. After the occurrence and during the continuance of an Event of Default
(i) all amounts and  Proceeds  (including  Instruments)  received by Debtor with
respect to the  Accounts  shall be  received in trust for the benefit of Lender,
shall be segregated  from other funds of Debtor and shall be forthwith paid over
to Lender in the same form as so received (with any necessary endorsement) to be
held in the Collateral  Account  pursuant to Section 7 and (ii) Debtor shall not
adjust,  settle or compromise  the amount or payment of any Account,  or release
wholly or  partly  any  customer  or  obligor  thereof,  or allow any  credit or
discount thereon (other than discounts given in the ordinary course of business)
without the prior consent of Lender,  which  consent  shall not be  unreasonably
withheld, conditioned or delayed.

SECURITY AGREEMENT - Page 9

<PAGE>

         6.9 Intellectual Property Covenants. Debtor shall concurrently herewith
deliver to Lender the  Copyright  Security  Agreement,  the  Trademark  Security
Agreement and the Patent Security Agreement and all other documents, instruments
and other items as may be necessary for Lender to file such  agreements with the
United States  Copyright  Office,  the United States Patent and Trademark Office
and any  similar  domestic or foreign  office,  department  or agency  except as
otherwise  provided in Section 6.1. If, before the Secured  Obligations are paid
in full,  Debtor  obtains any new  Intellectual  Property  or rights  thereto or
becomes  entitled to the benefit of any  Intellectual  Property which is (a) not
listed on the  schedules to the  Copyright  Security  Agreement,  the  Trademark
Security  Agreement  or the  Patent  Security  Agreement,  as the  form  of such
agreements are attached hereto as Exhibits,  and (b) should be listed thereon to
perfect or protect the  Security  Interest  therein,  then Debtor  shall give to
Lender  prompt   written  notice   thereof,   and  shall  amend  the  applicable
Intellectual  Property  security  agreement to include any such new Intellectual
Property  and shall  deliver all other  documentation  and other items as may be
necessary for Lender to file such  agreements  with the United States  Copyright
Office,  the  United  States  Patent and  Trademark  Office  and/or any  similar
domestic or foreign office,  department or agency except as other-wise  provided
in Section 6.1. Debtor shall:  (a) prosecute  diligently any copyright,  patent,
trademark  or  license  application  at  any  time  pending  to the  extent  the
Intellectual  Property  relating to such  application has a material value or is
material to the conduct of Debtor's  business;  (b)make  application  on all new
copyrights,  patents and trademarks as reasonably deemed  appropriate by Debtor;
(c) preserve and maintain all rights in the Intellectual  Property to the extent
such Intellectual Property has a material value or is material to the conduct of
Debtor's business; and (d) upon and after the occurrence of an Event of Default,
use its best efforts to obtain any consents,  waivers or agreements necessary to
enable  Lender  to  exercise  its  remedies  with  respect  to the  Intellectual
Property.  Debtor  shall not  abandon any right to file a  copyright,  patent or
trademark application nor shall Debtor abandon any pending copyright,  patent or
trademark application, or Copyright,  Copyright License, Patent, Patent License,
Trademark  or  Trademark  License  without the prior  written  consent of Lender
(which will not be unreasonably withheld, conditioned or delayed) or unless such
Intellectual  Property has no material  value and is not material to the conduct
of  Debtor's  business.  Debtor  represents  and  warrants  to  Lender  that the
execution, delivery and performance of this Agreement by Debtor will not violate
or cause a default  under any of the  Intellectual  Property or any agreement in
connection therewith.

SECURITY AGREEMENT - Page 10

<PAGE>

         6.10  Equipment  Covenants.  Debtor  shall  cause the  Equipment  to be
maintained  and  preserved in the same  condition,  repair and working  order as
exists on the date hereof  ordinary  wear and tear  excepted,  and in accordance
with any manufacturer's  manual, and shall promptly make or cause to be made all
repairs,  replacements,  and other improvements in connection therewith that are
necessary or desirable to such end.

         6.11  Inventory  Covenants.  Debtor  shall  cause the  Inventory  to be
produced in substantial compliance with all applicable laws, rules,  regulations
and governmental standards,  including, without limitation, the minimum wage and
overtime  provisions  of the Fair Labor  Standards  Act,  as amended  (29 U.S.C.
ss.ss. 201-219), and the regulations promulgated thereunder.

         6.12 Collateral  Description.  Debtor will furnish to Lender, from time
to time,  statements  and  schedules  further  identifying  and  describing  the
Collateral  and such other reports in connection  with the  Collateral as Lender
may reasonably request, all in reasonable detail.

         6.13 Use of Collateral. Debtor will not use or permit any Collateral to
be used  unlawfully  or in violation of any  provision of this  Agreement or any
applicable statute,  regulation or ordinance or any policy of insurance covering
any of the Collateral.

         6.14 Records of  Collateral.  Debtor shall keep full and accurate books
and records  relating to the  Collateral  and shall stamp or otherwise mark such
books and records in such  manner as Lender may  reasonably  request  indicating
that the Collateral is subject to the Security Interests.

         6.15 Other Information.  Debtor will, promptly upon request, provide to
Lender all  information  and evidence it may reasonably  request  concerning the
Collateral,  and in  particular  the  Accounts,  to enable Lender to enforce the
provisions of this Agreement.

SECTION 7. Collateral Account: Proceeds of Collateral

         7.1 Cash Account. At the request of Lender, Debtor shall establish with
Lender  or at a bank  designated  by  Lender  a  cash  collateral  account  (the
"Collateral  Account")  in the name and under the  control of Lender  into which
there shall be deposited  from time to time the cash proceeds of the  Collateral
required  to be  delivered  to Lender  pursuant to  subsection  7.2 or any other
provision of this  Agreement.  Any income received by Lender with respect to the
balance from time to time standing to the credit of the Collateral Account shall
remain,  or be  deposited,  in the  Collateral  Account.  All  right,  title and
interest  in and to the  cash  amounts  on  deposit  from  time  to  time in the
Collateral  Account  shall  vest in  Lender  and  shall  constitute  part of the
Collateral.

         7.2  Customer  Payments:  Proceeds  of Other  Collateral.  At  Lender's
request,  Debtor shall  instruct all customers and other Persons  obligated with
respect to all Accounts to make all  payments  either (a) directly to Lender (by
instructing  that such  payments be remitted to a post office box which shall be
in the name and under the control of Lender) or (b) to Lender, or to one or more
other banks in any state in the United States (by instructing that such payments
be  remitted  to a post office box which shall be in the name and the control of
Lender or such other bank(s)) under either a Lockbox Agreement or Lockbox Letter
duly  executed  by  Debtor  and  such  other  bank(s),  in  form  and  substance
satisfactory  to Lender,  or under  other  arrangements,  in form and  substance
satisfactory  to  Lender,  pursuant  to which (in the case of a bank  other than
Lender) Debtor shall have  irrevocably  instructed  such other bank(s) (and such
other bank(s) shall have agreed) to remit all proceeds of such payments directly
to Lender for deposit  into the  Collateral  Account or as Lender may  otherwise
instruct such other bank(s). All such payments made to Lender shall be deposited
in the Collateral Account.  Any Proceeds received by Debtor in violation of this
Section 7.2 shall be promptly  delivered  to the Lender and until so  delivered,
all such Proceeds shall be held in trust by Debtor for the benefit of Lender and
shall be segregated from any other funds or property of Debtor.

SECURITY AGREEMENT - Page 11

<PAGE>

         7.3 Proceeds of Other Collateral. Debtor agrees that if the Proceeds of
any  Collateral  hereunder  (other than the  payments  received in the  ordinary
course of business in respect of Accounts) shall be received by it, Debtor shall
as  promptly  as  possible  deliver  such  Proceeds to the Lender to be held and
applied to the  Secured  Obligations  in  accordance  with the terms of the Loan
Agreement.  Until  so  delivered,  all such  Proceeds  shall be held in trust by
Debtor for the benefit of Lender and shall be segregated from any other funds or
property of Debtor.

         7.4 Direction to Pay.  Debtor hereby  authorizes  and directs Lender to
apply the balance from time to time outstanding in the Collateral Account to the
Secured Obligations as required pursuant to the terms of the Loan Agreement.

SECTION 8. Lender Appointed Attorney-in-Fact

         Debtor hereby irrevocably appoints Lender as Debtor's attorney-in-fact,
with full  authority in the place and stead of Debtor and in the name of Debtor,
Lender or  otherwise,  from time to time  after the  occurrence  and  during the
continuation of an Event of Default, in Lender's discretion,  to take any action
and to execute any  instrument  that Lender may deem  necessary  or advisable to
accomplish the purposes of this Agreement, including, without limitation:

                  (a) to obtain  and  adjust  insuran6e  required  to be paid to
         Lender;

                  (b) to ask,  demand,  collect,  sue  for,  recover,  compound,
         receive and give  acquittance and receipts for moneys due and to become
         due under or in respect of any of the Collateral;

                  (c) to  receive,  endorse,  and  collect  any  drafts or other
         Instruments and Documents in connection with clauses (a) and (b) above;

                  (d) to file any  claims or take any  action or  institute  any
         proce6dings  that  Lender  may  deem  necessary  or  desirable  for the
         collection of any of the  Collateral or otherwise to enforce the rights
         of Lender with respect to any-of the Collateral;

                  (e) to pay or discharge taxes or Liens,  levied or placed upon
         or threatened against the Collateral,  the legality or validity thereof
         and the amounts  necessary to discharge  the same to be  determined  by
         Lender  in its sole  discretion,  and such  payments  made by Lender to
         become  obligations  of Debtor to Lender,  due and payable  immediately
         without demand;

SECURITY AGREEMENT - Page 12

<PAGE>

                  (f) to sign and  endorse  any  invoices,  freight  or  express
         bills,  bills of lading,  storage or warehouse  receipts,  assignments,
         verifications  and  notices  in  connection  with  Accounts  and  other
         documents relating to the Collateral; and

                  (g) generally to sell,  transfer,  pledge,  make any agreement
         with respect to or otherwise  deal with any of the  Collateral as fully
         and completely as though Lender were the absolute owner thereof for all
         purposes,  and to do, at Lender's option and Debtor's  expense,  at any
         time or from  time to time,  all  acts and  things  that  Lender  deems
         necessary  to  protect,   preserve  or  realize  upon  the  Collateral,
         including,  without  limitation,  to file one or more  continuation  or
         financing  statements,  and  amendments  thereto (or similar  documents
         required by any laws of any applicable  jurisdiction),  relating to all
         or any part of the Collateral without the signature of Debtor.

Debtor hereby ratifies and approves all acts of Lender made or taken pursuant to
this  Section 8.  Neither  Lender nor any Person  designated  by Lender shall be
liable for any acts or omissions or for any error of judgment or mistake of fact
or law. This power,  being coupled with an interest,  is  irrevocable so long as
this Agreement shall remain in force.

SECTION 9. Transfers and Other Liens

         Except as otherwise  permitted herein or by the Loan Agreement,  Debtor
shall not:

                  (a)  sell,  assign  (by  operation  of  law or  otherwise)  or
         otherwise  dispose of, or grant any option with  respect to, any of the
         Collateral; or

                  (b) create or suffer to exist any lien,  security  interest or
         other  charge  or  encumbrance  upon  or  with  respect  to  any of the
         Collateral to secure indebtedness of any Person except for the Security
         Interest  created  by  this  Agreement  or  permitted  under  the  Loan
         Agreement.

SECTION 10. Remedies

         If any Event of Default shall have occurred and be  continuing,  Lender
may exercise in respect of the  Collateral,  in addition to all other rights and
remedies  provided for herein or  otherwise  available to it, all the rights and
remedies  of a secured  party on default  under the UCC  (whether or not the UCC
applies to the affected  Collateral)  and also may:  (a) require  Debtor to, and
Debtor  hereby  agrees that it will,  at its expense and upon  request of Lender
forthwith, assemble all or part of the Collateral as directed by Lender and make
it available to Lender at a place to be designated by Lender which is reasonably
convenient to both parties;  (b) withdraw all cash in the Collateral Account and
apply such monies in payment of the Secured  Obligations in the manner  provided
in Section 13; (c)  without  notice or demand or legal  process,  enter upon any
premises of Debtor and take possession of the Collateral; and (d) without notice
except as specified  below,  sell the  Collateral  or any part thereof in one or
more  parcels  at public or  private  sale,  at any of the  Lender's  offices or
elsewhere,  at such time or times,  for cash, on credit or for future  delivery,
and at such  price or  prices  and upon  such  other  terms as  Lender  may deem
commercially reasonable.  Debtor agrees that, to the extent notice of sale shall
be  required by law, at least ten days notice to Debtor of the time and place of
any public  sale or the time after  which any  private  sale is to be made shall
constitute reasonable notification.  At any sale of the Collateral, if permitted
by law,  Lender may bid  (which bid may be, in whole or in part,  in the form of
cancellation of indebtedness)  for the purchase of the Collateral or any portion
thereof for the account of Lender.  Lender  shall not be  obligated  to make any
sale of Collateral  regardless  of notice of sale having been given.  Lender may
adjourn any public or private sale from time to time by announcement at the time
and place fixed therefor,  and such sale may, without further notice, be made at
the time and place to which it was so adjourned. To the extent permitted by law,
Debtor hereby  specifically  waives all rights of redemption,  stay or appraisal
which it has or may have under any law now existing or hereafter enacted.

SECURITY AGREEMENT - Page 13

<PAGE>

SECTION 11. License of Intellectual Property

         Debtor hereby assigns,  transfers and conveys to Lender, effective upon
the occurrence of any Event of Default,  the  nonexclusive  right and license to
use all Intellectual Property owned or used by Debtor together with any goodwill
associated therewith, all to the extent necessary to enable Lender to realize on
the  Collateral  and any  successor  or  assign  to enjoy  the  benefits  of the
Collateral. This right and license shall inure to the benefit of all successors,
assigns and transferees of Lender and its successors,  assigns and  transferees,
whether  by  voluntary  conveyance,  operation  of  law,  assignment,  transfer,
foreclosure, deed in lieu of foreclosure or otherwise. Such right and license is
granted free of charge, without requirement that any monetary payment whatsoever
be made to Debtor by Lender.

SECTION 12. Limitation on Duty of Lender With Respect to Collateral

         Beyond the safe custody thereof, Lender shall have no duty with respect
to any  Collateral in its possession or control (or in the possession or control
of any  bailee) or with  respect to any income  thereon or the  preservation  of
rights  against prior  parties or any other rights  pertaining  thereto.  Lender
shall  be  deemed  to  have  exercised   reasonable  care  in  the  custody  and
preservation  of the  Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which it accords its own property.  Lender
shall  not be  liable  or  responsible  for  any  loss or  damage  to any of the
Collateral,  or for any diminution in the value thereof, by reason of the act or
omission of any warehouseman,  carrier,  forwarding agency,  consignee or bailee
selected by Lender in good faith.

SECTION 13. Application of Proceeds

         Upon the occurrence and during the  continuance of an Event of Default,
the proceeds of any sale of, or other  realization  upon, all or any part of the
Collateral and any cash held in the Collateral  Account shall be applied or paid
as provided in the Loan Agreement.

SECTION 14. Expenses

         Debtor shall pay all insurance expenses and all expenses of protecting,
storing, warehousing,  appraising,  insuring, handling, maintaining and shipping
the Collateral,  all costs,  fees and expenses of perfecting and maintaining the
Security Interests, any and all excise, property, sales and use taxes imposed by
any federal, state, local or foreign authority on any of the Collateral, or with
respect to  periodic  appraisals  and  inspections  of the  Collateral,  or with
respect to the sale or other  disposition  thereof.  If Debtor fails to promptly
pay  any  portion  of the  above  expenses  when  due or to  perform  any  other
obligation of Debtor under this Agreement,  Lender may, at its option, but shall
not be required to, pay or perform the same and charge Debtor's  account for all
costs and expenses  incurred  therefor,  and Debtor  agrees to reimburse  Lender
therefor  on  demand.  All sums so paid or  incurred  by  Lender  for any of the
foregoing,  any and all other sums for which Debtor may become liable  hereunder
and all costs and expenses (including reasonable attorneys' fees, legal expenses
and court  costs)  incurred by Lender in enforcing  or  protecting  the Security
Interests or any of its rights or remedies under this Agreement shall be payable
on demand, shall constitute  Obligations,  shall bear interest until paid at the
highest rate provided in the Loan Agreement or other Loan Documents and shall be
secured by the Collateral.

SECURITY AGREEMENT - Page 14

<PAGE>

SECTION 15. Termination of Security Interests: Release of Collateral

         Upon payment in full of all Secured  Obligations and the termination of
all commitments of Lender, the Security Interests shall terminate and all rights
to the Collateral shall revert to Debtor.  Upon such termination of the Security
Interests or release of any  Collateral,  Lender will, at the expense of Debtor,
execute and deliver to Debtor such documents as Debtor shall reasonably  request
to evidence the  termination  of the  Security  Interests or the release of such
Collateral, as the case may be.

SECTION 16. Notices

         All  notices,  approvals,  requests,  demands and other  communications
hereunder  shall be given in  accordance  with the notice  provision of the Loan
Agreement.

SECTION 17. Waivers: Non-Exclusive Remedies

         No  failure  on the  part  of  Lender  to  exercise,  and no  delay  in
exercising  and no course of dealing  with  respect to, any power,  privilege or
right  under the Loan  Agreement  or this  Agreement  shall  operate as a waiver
thereof;  nor  shall any  single or  partial  exercise  by Lender of any  power,
privilege or night under the Loan Agreement or this Agreement preclude any other
or further  exercise  thereof or the exercise of any other  power,  privilege or
right.  The  powers,  privileges  and  rights  in this  Agreement  and the  Loan
Agreement are cumulative and are not exclusive of any other remedies provided by
law.

SECTION 18. Successors and Assigns

         This  Agreement  is for the  benefit of Lender and its  successors  and
assigns,  and in  the  event  of an  assignment  of  all  or any of the  Secured
Obligations,  the rights  hereunder,  to the extent  applicable  to the  Secured
Obligations so assigned, may be transferred with such Secured Obligations,  This
Agreement shall be binding on Debtor and its successors and assigns.

SECURITY AGREEMENT - Page 15

<PAGE>

SECTION 19. Changes in Writing

         No amendment,  modification,  termination or waiver of any provision of
this  Agreement or consent to any  departure by Debtor  therefrom,  shall in any
event be effective without the written concurrence of Lender and Debtor.

SECTION 20. Applicable Law

         THIS  AGREEMENT  SHALL BE  GOVERNED  BY,  AND  SHALL BE  CONSTRUED  AND
ENFORCED IN ACCORDANCE  WITH,  THE INTERNAL LAWS OF THE STATE OF TEXAS,  WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES.

SECTION 21. Failure or Indulgence Not Waiver: Remedies Cumulative

         No failure or delay on the part of Lender in the exercise of any power,
right or privilege  hereunder shall impair such power,  right or privilege or be
construed to be a waiver of any default or acquiescence  therein,  nor shall any
single or partial exercise of any such power,  right or privilege preclude other
or further exercise thereof or any other right,  power or privilege.  All rights
and remedies  existing under this Agreement are cumulative to, and not exclusive
of, any rights or remedies otherwise available.

SECTION 22. Headings

         Section and subsection  headings in this Agreement are included  herein
for  convenience  of  reference  only and  shall not  constitute  a part of this
Agreement for any other purpose or be given any substantive effect.

SECTION 23. Counterparts

         This  Agreement may be executed in any number of  counterparts,  all of
which taken together shall  constitute one and the same agreement and any of the
parties hereto may execute this Agreement by signing any such counterpart.

SECURITY AGREEMENT - Page 16

<PAGE>

         Witness the due  execution  hereof by the  respective  duly  authorized
officers of the undersigned as of the day first above written.

                                              LENDER:
                                              ------

                                              BANK ONE, TEXAS, N.A.


                                              By:      /s/ Reed V. Thompson
                                                  ------------------------------
                                              Name:    Reed V. Thompson
                                              Title:   Vice President




                                              DEBTOR:
                                              ------

                                              AVATAR SYSTEMS, INC.


                                              By:      /s/ Robert C. Shreve, Jr.
                                                  ------------------------------
                                              Name:    Robert C. Shreve, Jr.
                                              Title:   President


SECURITY AGREEMENT - Signature page

<PAGE>

                                   SCHEDULE I
                                       TO
                               SECURITY AGREEMENT



                 Locations of Equipment. Fixtures and Inventory
                 ----------------------------------------------



Locations of Debtor                                          Landlord/Mortgagee
-------------------                                          ------------------
1.       5728 LBJ Freeway
         Suite 270
         Dallas, Texas  75240








<PAGE>

                                   SCHEDULE II
                                       TO
                               SECURITY AGREEMENT


                       Other Liens, Security Interests and
                              Financing Statements
                              --------------------



                                                                   Financing
Jurisdiction             Secured Party        Date                Statement No.
------------             -------------        ----                -------------
                               None.







<PAGE>

                                  SCHEDULE III
                                       TO
                               SECURITY AGREEMENT


                        Trade-names and Fictitious Names
                          (Present and Past Five Years)
                          -----------------------------



                                      None.





<PAGE>

                                   SCHEDULE IV
                                       TO
                               SECURITY AGREEMENT


                            UCC Filing Jurisdictions
                            ------------------------



                            Texas Secretary of State







<PAGE>

                                   SCHEDULE V
                                       TO
                               SECURITY AGREEMENT


                            Releases and Assignments
                            ------------------------





                                      None.






<PAGE>

                                    EXHIBIT A

                          COPYRIGHT SECURITY AGREEMENT
                          ----------------------------

         WHEREAS, Avatar Systems, Inc., a Texas corporation ("Grantor") owns the
Copyright  registrations and Copyright applications listed on Schedule I annexed
hereto,  and is a party to the Copyright  Licenses  listed on Schedule I annexed
hereto; and


         WHEREAS,  Avatar Systems,  Inc, a Texas corporation  ("Borrower"),  and
Bank One,  Texas,  N.A.  ("Lender")  are parties to an Amended and Restated Loan
Agreement  dated as of July 10,  2000 (as the same may be amended  and in effect
from time to time, the "Loan Agreement"),  providing for extensions of credit to
be made to Borrower by Lender; and

         WHEREAS,  pursuant to the terms of the Security  Agreement  dated as of
July 10, 2000 (as the same may be amended  and in effect from time to time,  the
"Security  Agreement"),  between Grantor and Lender (in such capacity,  together
with its successors in such capacity, "Grantee"), Grantor has granted to Grantee
a security  interest in  substantially  all the assets of Grantor  including all
right,  title  and  interest  of  Grantor  in,  to and  under  all now owned and
hereafter acquired Copyrights (as defined in the Security Agreement),  Copyright
registrations,  Copyright applications and Copyright Licenses (as defined in the
Security  Agreement),  together with the goodwill of the business  symbolized by
Grantor's  Copyrights  and all  proceeds  thereof,  to secure,  inter alia,  the
payment and performance of the Secured Obligations (as therein defined);

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of w1iich are hereby  acknowledged,  Grantor  does hereby  grant to
Grantee a  continuing  security  interest in all of Grantor's  right,  title and
interest in, to and under the following (all of the following  items or types of
property being herein collectively  referred to as the "Copyright  Collateral"),
whether presently existing or hereafter created or acquired:

                  (1)  each  Copyright,   Copyright  application  and  Copyright
         registration,  together  with  any  reissues,  extensions  or  renewals
         thereof,  including,  without  limitation,  the  Copyright,   Copyright
         registrations  and  Copyright  applications  referred  to in Schedule 1
         annexed hereto,  and all of the goodwill of the business connected with
         the use of, and symbolized by, each Copyright,  Copyright  registration
         and Copyright application;

                  (2) each  Copyright  License  and all of the  goodwill  of the
         business  connected  with the use of, and symbolized by, each Copyright
         License; and

                  (3) all  Products and  proceeds of the  foregoing,  including,
         without  limitation,  any claim by Grantor against t1iird.  parties for
         past,  present or future (a)  infringement or dilution of any Copyright
         or Copyright registration including,  without limitation, the Copyright
         and Copyright  registrations  referred to in Schedule 1 annexed hereto,
         the  Copyright  registrations  issued  with  respect  to the  Copyright
         applications  referred in Schedule 1 and the Copyright  licensed  under
         the Copyright  License,  or (b) injury to the goodwill  associated with
         any Copyright,  Copyright  registration or Copyright licensed under any
         Copyright License.

<PAGE>

This security  interest is granted in  conjunction  with the security  interests
granted  to  Grantee  pursuant  to  the  Security   Agreement.   Grantor  hereby
acknowledges and affirms that the rights and remedies of Grantee with respect to
the security  interest in the Copyright  Collateral  made and granted hereby are
more fully set forth in the  Security  Agreement,  the terms and  provisions  of
which are incorporated by reference herein as if fully set forth herein.

         IN  WITNESS  WHEREOF,   Grantor  has  caused  this  Copyright  Security
Agreement to be duly executed by its duly  authorized  officer as of the ___ day
of July, 2000.

                                                   GRANTOR:

                                                   AVATAR SYSTEMS, INC.


                                                   By:_______________________
         (CORPORATE SEAL)                          Name:_____________________
                                                   Title:____________________




Acknowledged:

BANK ONE, TEXAS, N.A.


By:_______________________
Name:_____________________
Title:____________________





<PAGE>

                                 ACKNOWLEDGMENT

STATE OF ___________     ss.
                         ss.
COUNTY OF _________      ss.

         On the day of 2000, before me personally appeared ____________________,
to me personally known or proved to me on the basis of satisfactory  evidence to
be the  person  described  in and  who  executed  the  foregoing  instrument  as
____________________  of  ___________________,  who being by me duly sworn,  did
depose  and  say  that  he is  __________________  of  ___________________,  the
corporation  described in and which executed the foregoing  instrument;  that he
knows the seal of said corporation;  that the seal affixed to said instrument is
such corporate seal; that the said instrument was signed and sealed on behalf of
said  corporation  by order of its Board of  Directors;  that he signed his name
thereto by like order;  and that he acknowledged  said instrument to be the free
act and deed of said corporation.



         (Seal)                              -----------------------------------
                                             Notary Public




<PAGE>

                                 ACKNOWLEDGMENT

STATE OF ___________     ss.
                         ss.
COUNTY OF _________      ss.

         On the _____ day of ______________, 2000, before me personally appeared
___________________________, to me personally known or proved to me on the basis
of  satisfactory  evidence to be the person  described  in and who  executed the
foregoing  instrument as Vice President of Bank One, Texas, N.A. who being by me
duly sworn,  did depose and say that he is Vice  President  of Bank One,  Texas,
N.A.,  the national  banking  association  described  in and which  executed the
foregoing  instrument;  that the said instrument was signed and sealed on behalf
of said  national  banking  association  under  due  authority  granted  by such
national banking association; that he signed his name thereto by like order; and
that he  acknowledged  said  instrument  to be the  free  act  and  deed of said
national banking association.



         (Seal)                              -----------------------------------
                                             Notary Public




<PAGE>

                                   Schedule 1
                                  to Copyright
                               Security Agreement
                               ------------------


                                   COPYRIGHTS
                                   ----------

Title                                              Registration Nos.
-----                                              -----------------
Accounting System                                  TX 2,437,320
S/36 Marketing and Investor Service Program        TX 2,437,321 and TX 3,145,466
Land and Lease Records System                      TX 2,439,324
S/36 Land and Lease Records Program                TX 2,451,109 and TX 3,145,465
Payroll System                                     TX 2,451,110
S/36 Marketing Contract Administration Program     TX 2,451,136 and TX 3,145,463
Payroll System                                     TX 2,451,137
Windfall Profits Tax                               TX 2,451,139
S/36 Production Program                            TX 2,451,140 and TX 3,145,468
S/36 Oil and Gas Accounting Program                TX 2,506,209 and TX 3,145,467
S/36 Minerals Management Service Program           TX 3,145,464
AS/400 Oil First Purchaser Program                 TX 3,145,462
Gas First Purchaser AS/400                         TX 3,269,726
Marketing Contract Administration AS/400           TXu 509,540
Land and Lease Records AS/400                      TXu 510,273
Production AS/400                                  TXu 510,784
Oil and Gas Accounting AS/400                      TXu 531,280


                             COPYRIGHT APPLICATIONS
                             ----------------------

                                      None.



                               COPYRIGHT LICENSES
                               ------------------

                                      None.





<PAGE>

                                    EXHIBIT B


                            PATENT SECURITY AGREEMENT
                            -------------------------

         WHEREAS, Avatar Systems, Inc., a Texas corporation ("Grantor") owns the
Patents and Patent  Applications  listed on Schedule I annexed hereto,  and is a
party to the Patent Licenses listed on Schedule I annexed hereto; and

         WHEREAS,  Avatar Systems,  Inc, a Texas corporation  ("Borrower"),  and
Bank One,  Texas,  N.A.  ("Lender") are parties to a Loan Agreement  dated as of
July 10, 2000 (as the same may be amended  and in effect from time to time,  the
"Loan Agreement"),  providing for extensions of credit to be made to Borrower by
Lender; and

         WHEREAS,  pursuant to the terms of the Security  Agreement  dated as of
July 10, 2000 (as said Agreement may be amended and in effect from time to time,
the  "Security  Agreement"),  between  Grantor  and  Lender  (in such  capacity,
together  with its  successors in such  capacity,  the  "Grantee"),  Grantor has
granted  to  Grantee a  security  interest  in  substantially  all the assets of
Grantor including all right,  title and interest of Grantor in, to and under all
now owned and hereafter acquired Patents (as defined in the Security Agreement),
Patent applications and Patent Licenses (as defined in the Security  Agreement),
and all products and proceeds  thereof,  to secure,  inter alia, the payment and
performance of the Secured Obligations (as therein defined);

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of which are hereby  acknowledged,  Grantor  does  hereby  grant to
Grantee a  continuing  security  interest in all of Grantor's  right,  title and
interest in, to and under the following (all of the following  items or types of
property  being  herein  collectively  referred to as the "Patent  Collateral"),
whether presently existing or hereafter created or acquired:

                  (1) each  Patent and Patent  application,  including,  without
         limitation,  each Patent and Patent application referred to in Schedule
         1  annexed  hereto,  together  with  any  reissues,   continuations  or
         extensions thereof,

                  (2) each Patent License,  including,  without limitation, each
         Patent License listed on Schedule 1 annexed hereto; and

                  (3) all  products and  proceeds of the  foregoing,  including,
         without  limitation,  any claim by Grantor  against  third  parties for
         past, present or future infringement of any Patent, including,  without
         limitation,  any Patent referred to in Schedule 1 annexed  hereto,  any
         Patent issued pursuant to a Patent Applications referred to in Schedule
         1 and any Patent licensed under any Patent License listed on Schedule 1
         annexed hereto.

This security  interest is granted in  conjunction  with the security  interests
granted  to  Grantee  pursuant  to  the  Security   Agreement.   Grantor  hereby
acknowledges and affirms that the rights and remedies of Grantee with respect to
the security  interest in the Patent Collateral made and granted hereby are more
fully set forth in the Security Agreement,  the terms and provision of which are
incorporated by reference herein as if fully set forth herein.

         IN WITNESS WHEREOF,  Grantor has caused this Patent Security  Agreement
to be duly executed by its duly authorized officer thereunto as of the _____ day
of July, 2000.

                                             GRANTOR:

                                             AVATAR SYSTEMS, INC.


                                             By:
                                                --------------------------------
         (CORPORATE SEAL)                    Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------




Acknowledged:



BANK ONE, TEXAS, N.A.


By:
    ----------------------------------------
Name:
      --------------------------------------
Title:
       -------------------------------------





<PAGE>

                                 ACKNOWLEDGMENT

STATE OF ___________     ss.
                         ss.
COUNTY OF _________      ss.

         On the  ______ day of  _________________,  2000,  before me  personally
appeared  ______________________,  to me personally known or proved to me on the
basis of  satisfactory  evidence to be the person  described in and who executed
the foregoing instrument as  _____________________  of  __________________,  who
being by me duly  sworn,  did depose and say that he is  ___________________  of
___________________,  the  corporation  described  in  and  which  executed  the
foregoing instrument; that he knows the seal of said corporation;  that the seal
affixed to said  instrument is such corporate seal; that the said instrument was
signed  and  sealed  on  behalf  of said  corporation  by order of its  Board of
Directors;  that  he  signed  his  name  thereto  by  like  order;  and  that he
acknowledged said instrument to be the free act and deed of said corporation.



         (Seal)                              -----------------------------------
                                             Notary Public




<PAGE>

                                 ACKNOWLEDGMENT

STATE OF ___________     ss.
                         ss.
COUNTY OF _________      ss.

         On the  _____  day  of  _______________,  2000,  before  me  personally
appeared  _________________________,  to me personally  known or proved to me on
the  basis  of  satisfactory  evidence  to be the  person  described  in and who
executed the foregoing instrument as Vice President of Bank One, Texas, N.A. who
being by me duly  sworn,  did depose and say that he is Vice  President  of Bank
One,  Texas,  N.A.,  the  national  banking  association  described in and which
executed  the  foregoing  instrument;  that the said  instrument  was signed and
sealed  on behalf  of said  national  banking  association  under due  authority
granted by such national banking association; that he signed his name thereto by
like order; and that he acknowledged said instrument to be the free act and deed
of said national banking association.



         (Seal)                              -----------------------------------
                                             Notary Public

My commission expires:
                       ---------------------





<PAGE>

                                   Schedule 1
                                    to Patent
                               Security Agreement
                               ------------------


                              UNITED STATES PATENTS
                              ---------------------


                                                  Patent                 Issue
Country                    Description            Number                 Date
-------                    -----------            ------                 ----


                                 None.






                               PATENT APPLICATIONS
                               -------------------

                                      None.



                                 PATENT LICENSES
                                 ---------------

                                      None.





<PAGE>




                                    EXHIBIT C

                          TRADEMARK SECURITY AGREEMENT
                          ----------------------------



         WHEREAS,  Avatar Systems, Inc., a Texas corporation  ("Grantor"),  owns
the Trademarks,  Trademark  registrations,  and Trademark applications listed on
Schedule 1 annexed  hereto,  and is a party to the Trademark  Licenses listed on
Schedule 1 annexed hereto; and

         WHEREAS,  Avatar Systems, Inc., a Texas corporation  ("Borrower"),  and
Bank One,  Texas,  N.A.  ("Lender") are parties to a Loan Agreement  dated as of
July 10, 2000 (as the same may be amended  and in effect from time to time,  the
"Loan Agreement"),  providing for extensions of credit to be made to Borrower by
Lender; and

         WHEREAS,  pursuant to the terms of the Security  Agreement  dated as of
July 10, 2000 (as the same may be amended  and in effect from time to time,  the
"Security  Agreement"),  between Grantor and Lender (in such capacity,  together
with its successors in such capacity, "Grantee"), Grantor has granted to Grantee
a security  interest in  substantially  all the assets of Grantor  including all
right,  title  and  interest  of  Grantor  in,  to and  under  all now owned and
hereafter acquired Trademarks (as defined in the Security Agreement),  Trademark
registrations,  Trademark applications and Trademark Licenses (as defined in the
Security  Agreement),  together with the goodwill of the business  symbolized by
Grantor's  Trademarks,  and all proceeds  thereof,  to secure,  inter alia,  the
payment and performance of the Secured Obligations (as therein defined);

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of which are hereby  acknowledged,  Grantor  does  hereby  grant to
Grantee a  continuing  security  interest in all of Grantor's  right,  title and
interest in, to and under the following (all of the following  items or types of
property being herein collectively  referred to as the "Trademark  Collateral"),
whether presently existing or hereafter created or acquired:

                  (1)  each  Trademark,  Trademark  registration  and  Trademark
         application,  including, without limitation, the Trademarks,  Trademark
         registrations (together with any reissues,  continuations or extensions
         thereof and  Trademark  applications  referred to in Schedule 1 annexed
         hereto,  and all of the goodwill of the business connected with the use
         of, and  symbolized  by, each  Trademark,  Trademark  registration  and
         Trademark application;

                  (2) each  Trademark  License  and all of the  goodwill  of the
         business  connected  with the use of, and symbolized by, each Trademark
         License; and

                  (3) all  products and  proceeds of the  foregoing,  including,
         without  limitation,  any claim by Grantor  against  third  parties for
         past,  present or future (a)  infringement or dilution of any Trademark
         or Trademark registration including, without limitation, the Trademarks
         and Trademark  registrations  referred to in Schedule 1 annexed hereto,
         the  Trademark  registrations  issued  with  respect  to the  Trademark
         applications  referred in Schedule 1 and the Trademarks  licensed under
         any Trademark  License,  or (b) injury to the goodwill  associated with
         any Trademark,  Trademark  registration or Trademark licensed under any
         Trademark License.

<PAGE>

This security  interest is granted in  conjunction  with the security  interests
granted  to  Grantee  pursuant  to  the  Security   Agreement.   Grantor  hereby
acknowledges and affirms that the rights and remedies of Grantee with respect to
the security  interest in the Trademark  Collateral  made and granted hereby are
more fully set forth in the  Security  Agreement,  the terms and  provisions  of
which are incorporated by reference herein as if fully set forth herein.

         IN  WITNESS  WHEREOF,   Grantor  has  caused  this  Trademark  Security
Agreement to be duly executed by its duly authorized officer thereunto as of the
_____ day of July, 2000.

                                             GRANTOR:

                                             AVATAR SYSTEMS, INC.


                                             By:
                                                --------------------------------
         (CORPORATE SEAL)                    Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------



Acknowledged:



BANK ONE, TEXAS, N.A.


By:
    ----------------------------------------
Name:
      --------------------------------------
Title:
       -------------------------------------





<PAGE>

                                 ACKNOWLEDGMENT

STATE OF ___________     ss.
                         ss.
COUNTY OF _________      ss.

         On the _____ day of ______________, 2000, before me personally appeared
_________________________,  to me personally  known or proved to me on the basis
of  satisfactory  evidence to be the person  described  in and who  executed the
foregoing instrument as ____________________ of _________________,  who being by
me  duly  sworn,   did  depose  and  say  that  he  is   __________________   of
__________________,   the   described  in  and  which   executed  the  foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said  instrument is such corporate seal; that the said instrument was signed and
sealed on behalf of said corporation by order of its Board of Directors; that he
signed his name thereto by like order; and that he acknowledged  said instrument
to be the free act and deed of said corporation.



         (Seal)                              -----------------------------------
                                             Notary Public




<PAGE>

                                 ACKNOWLEDGMENT

STATE OF ___________     ss.
                         ss.
COUNTY OF _________      ss.

         On the  _____  day  of  _______________,  2000,  before  me  personally
appeared  _________________________,  to me personally  known or proved to me on
the  basis  of  satisfactory  evidence  to be the  person  described  in and who
executed the foregoing instrument as Vice President of Bank One, Texas, N.A. who
being by me duly  sworn,  did depose and say that he is Vice  President  of Bank
One,  Texas,  N.A.,  the  national  banking  association  described in and which
executed  the  foregoing  instrument;  that the said  instrument  was signed and
sealed  on behalf  of said  national  banking  association  under due  authority
granted by such national banking association; that he signed his name thereto by
like order; and that he acknowledged said instrument to be the free act and deed
of said national banking association.





         (Seal)                              -----------------------------------
                                             Notary Public




<PAGE>

                                   Schedule 1
                                  to Trademark
                               Security Agreement


                      UNITED STATES TRADEMARK REGISTRATIONS

                                              Registration    Registration
Grantor           Mark           Country         Number           Date
-------           ----           -------         ------           ----
                           None.


                      UNITED STATES TRADEMARK APPLICATIONS

Mark                                                  Application Serial No.
----                                                  ----------------------
AVATAR                                                75-614,378
PETROWARE                                             75-623,916
PETROWARE 2000                                        75-894,228
PETROWARE PLUS                                        75-894,236


                         FOREIGN TRADEMARK REGISTRATIONS
                         -------------------------------

                                      None.



                         FOREIGN TRADEMARK APPLICATIONS
                         ------------------------------

                                      None.



                               TRADEMARK LICENSES
                               ------------------

                                      None.



                             UNREGISTERED TRADEMARKS
                             -----------------------

                                      None.