BOX ENERGY CORPORATION
                  AMENDED AND RESTATED PLEDGE AGREEMENT
                      BETWEEN BOX ENERGY CORPORATION
                     AND BOX BROTHERS HOLDING COMPANY
                              Exhibit 10.18
  
                  AMENDED AND RESTATED PLEDGE AGREEMENT
  
       This Amended and Restated Pledge Agreement ("Agreement") is made
  and entered into as of the 3rd day of June, 1997, by and between BOX
  ENERGY CORPORATION, a Delaware corporation ("Secured Party") and BOX
  BROTHERS HOLDING COMPANY, a Delaware corporation ("Debtor"). 
  
       For and in consideration of the mutual covenants and conditions
  contained herein and good and valuable consideration, the receipt and
  sufficiency of which are hereby acknowledged, Debtor and Secured Party
  hereby agree as follows:
  
                                ARTICLE 1
                               DEFINITIONS
  
       Unless the context otherwise requires, as used in this Agreement
  and the Note, the following terms shall have the following meanings,
  which meanings shall be equally applicable to both the singular and
  plural form of such terms: 
  
       1.1  Additional Collateral. The term "Additional Collateral" shall
  mean those Assets of Debtor subjected to a security interest or lien in
  favor of Secured Party pursuant to the provisions of Section 3.3 hereof.
  
       1.2  Additional Collateral Value. The term "Additional Collateral
  Value" shall mean as of any date of determination an amount equal to the
  Fair Market Value of all Collateral other than the Pledged Stock on the
  date of determination. 
  
       1.3  Agreement. The term "Agreement" shall mean this Security
  Agreement, with any and all exhibits and schedules attached hereto as
  the same may be, subject to Section 8.2 hereof, amended, supplemented or
  otherwise modified in writing from time to time. 
  
       1.4  Asset. The term "Asset" shall mean any interest or right in
  any kind of property or asset, whether real, personal or mixed, owned or
  leased, tangible or intangible, and whether now held or hereafter
  acquired, including, without limitation (i) all of the issued and
  outstanding shares of capital stock of any subsidiary of Debtor now
  owned or hereafter acquired by Debtor and (ii) all of the issued and
  outstanding shares of capital stock of Box Energy Corporation now owned
  or hereafter acquired by Debtor. 
  
       1.5  Business Day. The term "Business Day" shall mean a day, other
  than a Saturday or Sunday, or legal holiday in the State of Texas, on
  which commercial banks are open for business with the public in Dallas,
  Texas. 
  
       1.6  Class A Collateral Value. The term "Class A Collateral Value"
  shall mean as of any date of determination an amount equal to the
  product of (i) an amount equal to the greater of (x) the Trading Price
  of the Class A Common Stock of Box Energy Corporation on such date and
  (y) 90% of the average Trading Price of the Class A Common Stock of Box
  Energy Corporation for the thirty (30) day period ending on (and
  including) the date determination times (ii) the number of shares of
  Class A Common Stock of Box Energy Corporation pledged by Debtor as
  security for the Secured Obligations on such date.
  
       1.7  Class A Shares.  The term "Class A Shares" shall have the
  meaning given it in Section 3.1(a) hereof.
  
       1.8  Closing Date. The term "Closing Date" shall be the effective
  date of this Agreement. 
  
       1.9  Collateral. The term "Collateral" shall have the meaning set
  forth in Section 3.1 hereof. 
  
       1.10 Collateral Request. The term "Collateral Request" shall mean a
  written request from Secured Party for "Additional Collateral", such
  "Collateral Request" to be effective only upon a day when the Collateral
  Value of all Collateral of Debtor in which Secured Party then has a
  perfected security interest does not equal or exceed the Minimum 
  Collateral Value. 
  
       1.11 Collateral Value. The term "Collateral Value" shall mean, as
  of any date of determination, the sum of (i) the Class A Collateral
  Value as of such date plus (ii) the Fair Market Value of the common
  stock of CKB Petroleum, Inc. and CKB & Associates, Inc. (the "Subsidiary
  Stock").
  
       1.12 Event of Default. The term "Event of Default" shall mean the
  occurrence of any of the events set forth in Section 7.1 hereof. 
  
       1.13 Fair Market Value. The term "Fair Market Value" shall mean
  that value assigned to an Asset(s) by Debtor at any time of
  determination of the Collateral Value of the Additional Collateral
  (other than freely tradable capital stock of Box Energy Corporation)
  hereunder. Within thirty (30) calendar days after Debtor has notified
  Secured Party in writing of the Fair Market Value it assigned to such
  Asset(s), Secured Party shall notify Debtor in writing whether it agrees
  or disagrees with the assigned Fair Market Value. If Secured Party
  disagrees with such assigned Fair Market Value, representatives of
  Debtor and representatives of Secured Party shall meet and endeavor to
  agree in arm's length good faith negotiations on the Fair Market Value
  of said Asset(s).  If, after negotiation for a period not to exceed
  thirty (30) calendar days from Secured Party's notification that it
  disagrees with Debtor's assigned Fair Market Value, the parties cannot
  agree on the Fair Market Value of a particular Asset(s), Debtor shall
  select an independent appraiser from a list of three (3) such
  independent appraisers provided by Secured Party, which appraiser shall
  appraise the Asset(s) and determine its Fair Market Value. If the Fair
  Market Value assigned to an Asset(s) by Debtor is overstated by an amount
  equal to or greater than ten percent (10%) of the Fair Market Value
  determined by the appraiser, Debtor shall bear one hundred percent
  (100%) of the fees and expenses of the appraiser. Otherwise the fees and
  expenses of the appraiser shall be borne by Secured Party.
  
       1.14 Highest Lawful Rate. The term "Highest Lawful Rate" shall mean
  the maximum nonusurious rate of interest, if any, that at any time or
  from time to time may be contracted for, taken, reserved, charged or
  received with respect to the Note or on other amounts, if any, due to
  Secured Party pursuant to this Agreement or any other Operative
  Document, under laws applicable to Secured Party. 
  
       1.15 Initial Collateral. The term "Initial Collateral" shall mean
  the property identified in Section 3.1(a-c) herein.
  
       1.16 Loan. The term "Loan" shall mean the aggregate of all amounts
  due under this Agreement and the Note. 
  
       1.17 Maturity Date. May 29, 1998, or such earlier date as the
  Secured Obligations shall become due through acceleration. 
  
       1.18 Minimum Collateral Value. The term "Minimum Collateral Value"
  shall mean that amount of Collateral Value equal to two dollars ($2.00)
  for each one dollar ($1.00) of unpaid Principal Debt. 
  
       1.19 Note. The term "Note" shall mean that promissory note dated
  even date herewith by Debtor payable to the order of Secured Party in
  the original principal amount of $6,950,000.
  
       1.20 Operative Documents. The term "Operative Documents" shall mean
  this Agreement and the Note.
  
       1.21 Permitted Encumbrances. The term "Permitted Encumbrances"
  shall mean: 
  
       (a)  Liens for taxes, assessments or similar charges which are not
  yet due, or liens for taxes, assessments or similar charges which are
  past due for which adequate reserves with respect thereto are maintained
  on its books in accordance with generally accepted accounting principles
  and which are being diligently contested in good faith and have not
  proceeded to judgment; 
  
       (b)  imperfections and irregularities in title to any Asset which 
  in the aggregate do not materially impair the fair market value or use
  of such Asset for the purposes for which it is or may reasonably be
  expected to be held; 
  
       (c)  non-consensual liens arising in the ordinary course of
  business imposed by law (other than a lien imposed by ERISA), including
  carrier's, mechanic's, materialmen's, landlord's, warehousemen's or
  other similar liens, with respect to obligations not incurred in
  connection with any violations of law and which are not delinquent or,
  if delinquent, are being diligently contested in good faith and for
  which adequate reserves with respect thereto are maintained on its books
  in accordance with generally accepted accounting principles. 
  
       (d)  Liens consisting of pledges or deposits made in connection
  with obligations under unemployment insurance, social security, workers'
  compensation laws or similar legislation; 
  
       (e)  Liens consisting of pledges or deposits of property to secure
  insurance in the ordinary course of business, the performance of bids,
  tenders, contracts (other than contracts for the payment of money),
  leases, licenses, franchises, performance bonds and other obligations of
  a like nature incurred in the ordinary course of business; 
  
       (f)  Liens consisting of deposits of property to secure statutory
  obligations of Debtor in the ordinary course of its business; 
  
       (g)  all other non-consensual liens arising in the ordinary course
  of Debtor's business or incidental to the ownership of Debtor's Assets;
  provided, that no Permitted Encumbrance referred to in subclauses (a)
  through (g) above shall (1) secure indebtedness, (2) in the aggregate
  materially detract from the value of the material Assets of Debtor and
  its Subsidiaries or materially impair the use thereof in the operation
  of the business of Debtor and its Subsidiaries, or (3) be
  disadvantageous in any material respect to Secured Party; and
  
       (h)  Liens on Assets of Debtor other than the Collateral, including
  liens on Assets of Debtor that ultimately become Additional Collateral
  to the extent that such liens arise prior to the date upon which such
  Assets become Additional Collateral.
  
       1.22 Person. The term "Person" shall mean an individual
  corporation, partnership, association, joint stock company, trust or
  trustee thereof, estate or executor thereof, unincorporated organization
  or joint venture, court or governmental unit or any agency or
  subdivision thereof, or any other legally recognizable entity.
  
       1.23 Pledged Stock. The term "Pledged Stock" shall mean the issued
  and outstanding shares of Class  A Common Stock of Box Energy
  Corporation, a Delaware corporation and the Subsidiary Stock owned
  beneficially and of record by Debtor and pledged to Secured Party
  pursuant to the provisions of this Agreement.
  
       1.24 Potential Event of Default. The term "Potential Event of
  Default" shall mean the occurrence of any breach of or failure to
  perform in accordance with any of the covenants set forth in this
  Agreement which, if not timely cured by Debtor within the specified cure
  or grace periods, would become an Event of Default. 
  
       1.25 Principal Debt. The term "Principal Debt" shall mean the
  aggregate unpaid principal balance of the Note due to Secured Party at
  the time in question, whether matured, unmatured, due, not yet due, or
  in default. 
  
       1.26 Secured Obligations. The term "Secured Obligations" shall mean
  all obligations owing by Debtor to Secured Party under the Operative
  Documents, including principal, interest, liabilities, obligations,
  covenants, and duties owing to Secured Party or any of their respective
  heirs, successors and assigns, present or future arising under this
  Agreement or the Note, whether or not for the payment of money, whether
  arising by reason of an extension of credit, loan, indemnification, or
  in any other manner. The term includes, without limitation, all
  reasonable charges, expenses, fees, attorneys' fees and disbursements
  and any other sum chargeable to Debtor under this Agreement or any other
  Operative Document. 
  
       1.27 Subsidiary Stock.  The term "Subsidiary Stock" shall have the
  meaning given it in Section 1.11 hereof.
  
       1.28 Tom Box Litigation.  The term "Tom Box Litigation" shall mean
  those two actions presently pending in which Tom Box is the Plaintiff
  and Debtor is, among others, the defendant, to wit:  Tom Box v. Gary
  Box, Don Box, Doug Box, Box Brothers Holding Company, Inc. [sic] and Box
  Energy Corporation, Cause No. 96-08451 pending in the 193rd District
  Court, Dallas, Texas and Tom Box v. Gary Box, Don Box and Doug Box,
  Defendants, and Box Brothers Holding Company, Inc. [sic], Cause No. 3-96
  CV2362-X pending in the United States District Court for the Northern
  District of Texas.
  
       1.29 Stated Interest Rate. The term "Stated Interest Rate" shall
  mean the rate of interest payable under the Note. 
  
       1.30 Trading Price. The term "Trading Price" shall mean the average
  of the "high" and "low" price at the closing of trading on a given day,
  as published in The Wall Street Journal.  For purposes of determining
  the "Trading Price," if no Class A shares have traded on a particular
  day during a period for which the Trading Price is being calculated,
  such day shall be excluded in calculating the Trading Price for such
  period.
  
                                 ARTICLE II
                          AMOUNT AND TERMS OF LOAN
  
       2.1  Principal Debt. Debtor acknowledges an initial Principal Debt
  of $6,950,000 to be due and owing to Secured Party as of the Closing
  Date. 
  
       2.2  Note. The initial Principal Debt shall be evidenced by the
  Note. 
  
       2.3  Interest Rate. The outstanding principal balance of the Note
  shall bear interest at the Stated Interest Rate from the date of the
  Note until maturity. 
  
       2.4  Computation of Interest. Subject to the provisions of Section
  2.7 hereof, all interest payable hereunder shall be computed at the
  Stated Interest Rate for the actual number of days elapsed during any
  period for which interest is calculated. 
  
       2.5  Payments. All payment and prepayments of principal, interest
  and other charges or fees hereunder shall be made in lawful currency of
  the United States of America, in immediately available funds. All such
  payments shall be payable at Secured Party's address set forth below or
  at such other place or places as Secured Party may from time to time
  designate in writing to Debtor. If any payment of principal or interest
  on the Note, or if any other payment or fee provided for in the
  Operative Documents, falls due on a day other than a Business Day, then
  such due date will be extended to the next succeeding Business Day, and
  interest will accrue through the actual date of such payment and be
  payable by Debtor in respect of any such extension of principal. The
  Secured Obligations shall be due and payable in accordance with the
  terms of the Note. The entire Principal Debt, together with all accrued
  but unpaid interest thereon, and together with all other sums (if any)
  due and owing by Debtor to Secured Party pursuant to the Operative
  Documents, shall be due and payable, if not sooner paid, or if not
  otherwise renewed or extended, on or before the Maturity Date. 
  
       2.6  Voluntary Prepayments. Debtor may, at its option, voluntarily
  prepay the Secured Obligations in whole or in part at any from time to
  time, without notice, penalty or charge. 
  
       2.7  Maximum Interest; Controlling Agreement. It is the intention
  of the parties hereto to conform strictly to the usury laws in force
  that apply to this transaction. Accordingly, all agreements between
  Secured Party and Debtor (including, without limitation, the Operative
  Documents), whether now existing or hereafter arising and whether
  written or oral, are hereby limited so that in no contingency, whether
  by reason of acceleration of the maturity of the Secured Obligations or
  otherwise, shall the interest (and all other sums that are deemed to be
  interest) contracted for, charged or received by Secured Party with
  respect to the Operative Documents, exceed the Highest Lawful Rate. If,
  from any circumstance whatsoever, interest under the Operative Documents
  would otherwise be payable in excess of the Highest Lawful Rate, and if
  under any circumstance Secured Party shall ever receive anything of
  value deemed interest by applicable law in excess of the Highest Lawful
  Rate, then Secured Party's receipt of such excess interest shall be
  deemed unintentional and the same shall, be in the first instance
  credited to the unpaid principal of the Note with the excess thereof, if
  any, refunded to Debtor. If the Secured Obligations are prepaid or the
  maturity of the Secured Obligations (or any portion thereof) is
  accelerated, then unearned interest, if any, shall be canceled and, if
  theretofore paid, shall be in the first instance credited on the Secured
  Obligations, with the excess thereof, if any, refunded to Debtor. All
  interest paid or agreed to be paid to Secured Party shall, to the extent
  allowed by applicable law, be amortized, prorated, allocated, and spread
  throughout the full period until payment in full of the principal
  (including the period of any renewal or extension) so that the interest
  for such full period shall not exceed the Highest Lawful Rate.
  Notwithstanding that the parties hereto in good faith deemed each and
  every fee provided by this Agreement and the other Operative Documents
  to a bona fide fee for services rendered and to be rendered separate and
  apart from the lending of money or the provision of credit, if any such
  fee is ever determined by a tribunal or by Secured Party to constitute
  interest, then the treatment of such fee for usury purposes shall be
  controlled by the provisions of this Section 2.7. 
  
                                ARTICLE III
                             SECURITY AGREEMENT
  
       3.1  Security Interest. Upon the terms hereof, Debtor hereby grants
  to Secured Party a security interest in and to, and lien on, the rights,
  titles, and interests of Debtor in and to all of the following Assets
  (all of the following Assets being herein sometimes collectively called
  the "Collateral"): 
  
       (a)  1,840,525 shares of the issued and outstanding Class A
  (Voting) Common Stock of Box Energy Corporation, a Delaware corporation,
  as evidenced by certificate no. BEA 977 issued in the name of Debtor
  (the "Class A Shares"); 
  
       (b)  800,000 shares of Common Stock, par value $.01, of CKB
  Petroleum, Inc., a Texas corporation, as evidenced by certificates nos.
  1 and 2 issued in the name of Debtor; 
  
       (c)  800,000 shares of Common Stock, par value $.01 of CKB &
  Associates, Inc., a Texas corporation, as evidenced by certificate no. 8
  issued in the name of Debtor;
  
       (d)  all Additional Collateral when and as delivered by Debtor to
  Secured Party pursuant to the provisions of Section 3.3 of this
  Agreement; 
  
       (e)  all stock or other securities or property which are issued
  pursuant to conversion, exercise of rights, stock splits,
  recapitalization, stock dividends, subscriptions, warrants, rights or
  options, or other corporate acts which are referable to, or issued in
  connection with, the Collateral (such distributions herein called the
  "Additional Pledged Securities") and all distributions, whether cash or
  non-cash, in the nature of a partial or complete liquidation,
  dissolution or winding up which are referable to the Collateral (such
  distributions herein called the "Liquidating Distributions"); and 
  
       (f)  all substitutions for and replacements of, and proceeds and
  products of any and all of the foregoing Collateral. 
  
       3.2  Delivery of Pledged Stock. On the Effective Date, Debtor shall
  place the Initial Collateral in pledge by delivering the Certificates
  evidencing the Initial Collateral to, and depositing them with Secured
  Party. Debtor shall deliver to Secured Party, concurrently herewith,
  undated assignments separate from the Certificates duly executed in
  blank together with all other documents and assignments deemed
  appropriate by Secured Party in form suitable to enable Secured Party to
  effect the transfer of all or any portion of the Collateral to the
  extent hereinafter provided.
  
       3.3  Additional Collateral. (a) If Secured Party determines at any
  time prior to maturity, that the Collateral held by Secured Party does
  not have a Collateral Value equal to or in excess of the Minimum
  Collateral Value, then Debtor shall promptly, upon receipt of Secured
  Party's Collateral Request, grant to Secured Party a security interest
  (subject to Permitted Encumbrances) in such of the Additional Collateral
  (in the order and as designated by Debtor) as is required such that the
  Collateral Value of all Collateral held by Secured Party equals or
  exceeds the Minimum Collateral Value. Within five (5) Business Days
  after receipt of Secured Party's Collateral Request, Debtor shall
  execute and deliver security agreements in form and content (i)
  satisfactory to Secured Party and (ii) consistent with this Agreement,
  along with such UCC 1 Financing Statements, blank stock powers, and
  other documents reasonably required by Secured Party, including without
  limitation, notice of the Collateral Value of such Additional Collateral
  (other than Class A Common Stock of Box Energy Corporation). 
  
       3.4  Obligations Secured. The security interests and liens herein
  granted shall secure the payment in full and the performance of the
  Secured Obligations and any and all renewals, extensions, increases or
  modifications of any of the foregoing. 
  
       3.5  Partial Release of Security Interests. If and to the extent
  that Secured Party shall hold security interests in any Collateral whose
  aggregate Collateral Value exceeds the Minimum Collateral Value, then,
  upon Debtor's written request, Secured Party shall promptly release its
  security interests in such of the aggregate excess Collateral (i) as
  shall be designated by Debtor; provided, that all Additional Collateral
  (other than the Class A Common Stock of Box Energy Corporation) shall be
  released prior to the designation by Debtor of any Class A Common Stock
  of Box Energy Corporation and (ii) as shall leave pledged to Secured
  Party Collateral having an aggregate Collateral Value equal to or in
  excess of the Minimum Collateral Value.  Secured Party's release of its
  security interests in the such Additional Collateral shall be
  accomplished by Secured Party's prompt execution and delivery to Debtor
  of collateral release forms furnished by Secured Party in form and
  content consistent with this Agreement, along with such UCC-3 and other
  documents reasonably requested by Debtor. 
  
       3.6  Intentions of the Parties Regarding Additional Collateral. It
  is the intention of the parties that, so long as any of the Secured
  Obligations remain outstanding, Secured Party shall have the benefit of,
  and be secured by, a pledge of, or security interest in, Collateral
  having a Collateral Value equal to, but not less or more than the
  Minimum Collateral Value. Therefore, as Collateral Value may vary from
  time to time, adjustment in the aggregate Collateral held by Secured
  Party may be appropriate, either by increasing or decreasing the
  security interest held by Secured Party. No limitation of the right of
  either Secured Party or Debtor to cause such adjustment is intended by
  this Agreement, except that neither party may request an adjustment (i)
  more often than thirty (30) calendar days from the date of the last
  request from either party or (u) for dollar amounts of less than
  $100,000. The method of such adjustment(s) is detailed in Sections 3.3
  and 3.5 hereof. 
  
       3.7  No Further Financing Statements. Without the prior written
  consent of Secured Party, Debtor will not affirmatively permit any
  financing statement to be filed in any public office involving any of
  the Collateral unless such financing statement relates to a Permitted
  Encumbrance, which consent shall not be unreasonably withheld. 
  
                                 ARTICLE IV
                     DEBTOR'S COVENANTS AND AGREEMENTS
  
       Debtor hereby covenants and agrees that, so long as this Agreement
  is in effect and until all Secured Obligations are satisfied in full,
  unless compliance shall have been waived in writing by Secured Party,
  Debtor will do the following: 
  
       4.1  Reports. Debtor shall furnish an annual financial statement to
  Secured Party as soon as available and in any event within sixty (60)
  calendar days after the end of each fiscal year. Each annual financial
  statement shall either be audited, compiled or reviewed by independent
  certified public accountants selected by Debtor. Each annual financial
  statement shall contain a balance sheet as of the end of such fiscal
  year and statements of income and cash flows, for such fiscal year, each
  setting forth in comparative form, to the extent possible, the
  corresponding figures for the preceding fiscal year. 
  
       4.2  Notice of Change. Debtor will promptly notify Secured Party in
  writing of (i) any change of location of its principal offices, (ii) any
  significant acquisition, disposition or reorganization of any corporate
  subsidiary or Affiliate and (iii) change of Debtor's name (corporate
  names and assumed names). 
  
       4.3  Records and Inspections. Debtor will at all times keep
  complete and accurate records pertaining to the Collateral, which
  records shall be current and located at Debtor's principal place of
  business. Upon reasonable written notice, Secured Party shall have the
  right to enter any such location, at any reasonable time or times during
  regular business hours, for reasonable periods, to inspect the
  Collateral and to inspect and to make copies or extractions from
  Debtor's books and records which directly pertain to the Collateral, all
  at Secured Party's expense. Unless there is an Event of Default, Secured
  Party may not conduct more than two (2) inspections covering a period of
  not more than two (2) Business Days each per year. 
  
       4.4  Protection of Business Records. Debtor hereby agrees to take
  the reasonable protective actions to preserve its business records. 
  
       4.5  Opinion of Counsel.  Upon the Closing Date, Debtor shall
  deliver to Secured Party an opinion of counsel, in form and content
  satisfactory to Secured Party containing such matters concerning Debtor
  and the perfection of Secured Party's secured interests in the
  Collateral as Secured Party may request.
  
       4.6  Further Assurances. 
  
       (a)  Debtor covenants and agrees to from time to time promptly
  execute and deliver to Secured Party all such other security agreements,
  assignments, certificates, writings and financing statements as Secured
  Party reasonably requests in order to perfect or evidence the liens and
  security interests herein granted. Debtor further agrees that if Debtor
  shall at any time acquire any Additional Pledged Securities or
  Liquidating Distributions, and whether such acquisition shall be by
  purchase, exchange, reclassification, stock dividend, or otherwise,
  Debtor shall forthwith (and without the necessity for any request or
  demand by Secured Party) deliver the certificates representing such
  shares to Secured Party, in the same manner and with the same effect as
  described in Section 3 hereof. Upon delivery, such shares shall
  thereupon constitute "Collateral" and shall be subject to the liens and
  security interests herein created, for the purposes and upon the terms
  and conditions set forth in this Agreement and the other Operative
  Documents. Debtor agrees that, in lieu of filing a separate financing
  statement, Secured Party may file this Agreement as a financing
  statement, at Secured Party's cost.
  
       (b)  Debtor will promptly execute and deliver or cause the
  execution and delivery of, all applications, certificates, instruments,
  registration statements, and all other documents and papers Secured
  Party may reasonably request in connection with properly documenting the
  transactions contemplated hereby or effectuating any of the transactions
  described herein, including, without limitation, the obtaining of any
  consent, approval, registration, qualification, or authorization of any
  other Person necessary or appropriate for the effective exercise of any
  rights under this Agreement. Without limiting the generality of the
  foregoing, Debtor agrees that in the event Secured Party shall exercise
  any rights to sell, transfer, or otherwise dispose of, or vote, consent,
  or take any other action in connection with any of the Collateral
  pursuant to this Agreement, Debtor shall execute and deliver all
  applications, certificates, and other documents as Secured Party may
  reasonably request and shall otherwise promptly, fully and diligently
  cooperate with Secured Party and any other necessary Persons, in making
  any application for the prior consent or approval of any other Person to
  the exercise by Secured Party of any rights relating to all or any of
  the Collateral. 
  
       (c)  Subject to the Permitted Encumbrances, Debtor will preserve,
  warrant, and defend the liens and security interests created hereby in
  the Collateral against the claims of all Persons whomsoever; will
  maintain and preserve such liens and security interests at all times as
  contemplated by the Operative Documents; will not at any time assign,
  transfer, or otherwise dispose of its right, title and interest in and
  to any of the Collateral; will not at any time directly or indirectly
  create, assume, or suffer to exist any lien, warrant, put, option, or
  other rights of third Persons and restrictions in the Collateral, other
  than the liens and security interests created by this Agreement and any
  Permitted Encumbrance; and will not do or suffer any matter or thing
  whereby the liens and security interests created by this Agreement in
  and to the Collateral might or could be impaired.
  
       4.7. Conversions; etc. Should the Pledged Stock, or any other
  securities comprising a part of the Collateral, or any part thereof,
  ever be in any manner converted by issuers into another property of the
  same or another type or any money or other proceeds other than dividends
  ever be paid or delivered to Debtor as a result of Debtor's rights in
  the Pledged Stock, or any other securities comprising a part of the
  Collateral, then in any such event (except as otherwise provided
  herein), all such property, money and other proceeds shall be and/or
  become part of the Collateral, and Debtor covenants forthwith to pay or
  deliver to Secured Party all of the same which is susceptible of
  delivery; and at the same time, if Secured Party deems it necessary and
  so requests, Debtor will properly endorse or assign the same to Secured
  Party. Without limiting the generality of the foregoing, Debtor hereby
  agrees that the shares of capital stock of the surviving corporation in
  any merger or consolidation involving issuers of any of any securities
  comprising a part of the Collateral shall be deemed to constitute the
  same property as the Collateral. With respect to any such property of a
  kind requiring an additional security agreement, financing statement or
  other writing to perfect a security interest therein in favor of Secured
  Party, Debtor will forthwith execute and deliver to Secured Party
  whatever Secured Party shall reasonably deem necessary or proper for
  such purpose. 
  
       4.8. No Duty to Fix or Preserve Rights.  Secured Party shall have
  no duty to fix or preserve against prior parties to the Collateral nor
  shall Secured Party ever be liable for failure to use diligence to
  collect any amount payable with respect to the Collateral, or any part
  thereof, but shall be liable only to account to Debtor for what Secured
  Party may actually collect or receive thereon.
  
                                 ARTICLE V
                       REPRESENTATION AND WARRANTIES
  
       5.1  Representations and Warranties. Debtor represents and warrants
  to Secured Party as follows: 
  
            A.  Debtor is a corporation duly organized, validly existing 
  and is in good standing under the laws of the State of Delaware, is duly
  qualified to do business and is in good standing as a foreign
  corporation in all states where such qualification is required and has
  all necessary corporate power and authority to enter into this
  Agreement, to execute each of the Operative Documents and to pledge the
  Collateral for the purposes and upon the terms set forth herein and to
  perform all of its obligations hereunder and thereunder and to operate
  its businesses.
  
            B.  Debtor has taken all requisite corporate action to
  authorize the execution and delivery of and performance of its
  obligations under the Operative Documents. Each of the Operative
  Documents and all other documents required by this Agreement constitutes
  the legal, valid and binding obligation of Debtor enforceable against
  Debtor in accordance with its terms. 
  
            C.   The execution, delivery and performance by Debtor of the
  Operative Documents to which Debtor is a party, the compliance by Debtor
  with the terms and provisions thereof and the consummation of each of
  the transactions contemplated thereby, do not and shall not, by the
  lapse of time, the giving of notice or otherwise, (i) constitute a
  violation of any federal, state or local law, rule or regulation, order,
  writ, judgment, injunction, or decree presently binding on Debtor or a
  breach of any provision contained in the certificate of incorporation or
  bylaws of Debtor, (ii) constitute a breach of any material provision
  contained in any indenture, loan or credit agreement, mortgage or deed
  of trust, or any other material agreement, lease or instrument to which
  Debtor is a party or by which Debtor or its Assets are bound, (iii)
  constitute a tortious interference with any material contractual
  obligation of Debtor or (iv) result in or require the creation or
  imposition of any lien, security interest charge or other encumbrance
  whatsoever upon any of the Assets of Debtor (other than Permitted
  Encumbrances and liens in favor of Secured Party arising pursuant to the
  provisions of this Agreement). 
  
            D.   No consent, approval, license, exemption of or filing or
  registration with, giving of notice, to, or other authorization of or
  by, any court, administrative agency or other governmental authority is
  or will be required in connection with the execution, delivery or
  performance by Debtor of this Agreement and the other Operative
  Documents or for the valid consummation of the Transactions contemplated
  by this Agreement and the other Operative Documents. 
  
            E.   Neither this Agreement nor any statement or document
  referred to herein or delivered to Secured Party by or on behalf of
  Debtor contains any untrue statement of a material fact or omits to
  state a material fact necessary to make the statements made herein or
  therein not misleading.  Except for the Tom Box Litigation, there is no
  fact peculiar to Debtor which materially and adversely affects or is
  likely to materially and adversely affect the business, conditions or
  operations (financial or otherwise) of Debtor taken as a whole, which
  has not been set forth in this Agreement or in other documents,
  certificates and written statements furnished or otherwise available to
  Secured Party by or on behalf of Debtor contemporaneously with the
  transactions contemplated hereby. 
  
            F.   Debtor presently has good and marketable title to and
  ownership of the Collateral, free and clear of all liens, claims,
  security interests and encumbrances except those of Secured Party and
  any Permitted Encumbrances.
  
            G.   The pledge, assignment and delivery of the Initial
  Collateral pursuant to this Agreement creates in favor of Secured Party
  a valid first priority security interest in the Initial Collateral which
  security interest is perfected and senior to any liens, security
  interest, encumbrances, warrants, options, puts, calls or other such
  rights of third persons and adverse claims.  As of the Closing Date, the
  Collateral Value of the Initial Collateral is greater than $13,900,000. 
  The certificate(s) representing the Initial Collateral have been
  delivered to and are in the physical possession of Secured Party and a
  duly executed blank stock power for each such certificate has been
  delivered to Secured Party.
  
            H.   Debtor is in compliance with all laws, rules, 
  regulations, order and decrees that are applicable to Debtor or the 
  Collateral or any of its respective Assets.
  
            I.   All of the Collateral consisting of Pledged Stock has
  been offered, issued, sold and delivered in compliance with, or are
  exempt from, all federal and state laws and rules and regulations of
  federal and state regulatory bodies governing the offering, issuance,
  sale and delivery of securities. Each security which is part of the
  Collateral has been duly authorized, validly issued and fully paid and
  is nonassessable and has not been issued in violation of any preemptive
  or similar right. 
  
            J.   Debtor is generally able to pay its obligations as they
  become due, has sufficient capital to carry on its business and
  transactions and all businesses and transactions in which it intends to
  engage, and the current value of Debtor's Assets, at fair market value,
  exceeds the sum of its liabilities (including contingent, unliquidated
  and unmatured liabilities). Debtor will not be rendered insolvent by the
  execution and delivery of the Operative Documents and the consummation
  of the transactions contemplated thereby and the capital remaining in
  Debtor is not now and will not foreseeably become unreasonably small to
  permit Debtor to carry on its current business and transactions, as well
  as all businesses and transactions in which it intends to engage. Debtor
  does not intend to, nor does it reasonably believe it will, incur debts
  beyond its ability to repay the same as they mature. 
  
            K.   No event has occurred and is continuing that constitutes
  an Event of Default or, except for the Tom Box Litigation, Potential
  Event of Default. Debtor is not in default or in violation under any
  charter document or indenture, or under any credit or loan agreement,
  indenture, lease, franchise, marketing agreement, license, mortgage,
  deed of trust, or any other material agreement, undertaking or
  arrangement (written or oral) to which it is a party or under which it
  or any of its Assets may be bound. 
  
            L.   Except as disclosed to Secured Party and except for the
  Tom Box Litigation, there are no material actions, suits or proceedings
  pending, or, to the best knowledge of Debtor, threatened against or
  affecting the Assets of Debtor, or the consummation of the transactions
  contemplated hereby, at law or in equity or before or by any
  governmental authority or instrumentality or before any arbitrator of
  any kind, and, to the best knowledge of Debtor, there is no valid basis
  for any such action, proceeding or investigation.  Debtor is not subject
  to any judgment, order, writ, injunction or decree of any court or
  governmental agency.  There is not a reasonable likelihood of an adverse
  determination of any pending proceeding which would, individually or in
  the aggregate, have a material adverse effect on the business or
  operations or financial condition of Debtor.
  
            M.   Except as disclosed to Secured Party, Debtor (i) has no
  contingent or direct liabilities or unrealized or anticipated losses
  which in the aggregate are material; (ii) has no material commitments of
  an unusual or burdensome character, and (iii) is not a party to, or
  bound by, any contract or agreement or subject to any charter or other
  corporate restriction having a material adverse effect on the financial
  condition or business operations of Debtor.
  
            N.   Debtor is not a party to any reorganization, arrangement,
  composition, readjustment, dissolution, rehabilitation, liquidation, or
  similar proceeding under any provision of any law, nor has it consented
  to the filing of any petition against it under any such law. 
  
            O.   None of the transactions contemplated in connection with  
  this Agreement and for its duration violate any provision of the 
  securities laws of the United States, including the Securities Act of
  1933, as amended, and the Securities Exchange Act of 1934, as amended,
  and the rules and regulations promulgated thereunder by the Securities
  Exchange Commission, or the securities and "blue sky" laws of the
  various states.
  
            P.   There are no material labor disputes (a) pending or (b)
  to the best knowledge of Debtor, threatened or anticipated between
  Debtor and any group or groups of its employees.
  
            Q.   All tax returns of Debtor required by law to be filed
  have been filed and all taxes imposed upon Debtor or its Assets, which
  are due and payable, have been paid, or otherwise dealt with under the
  Plan; and no amounts of taxes not reflected on such returns are
  presently payable by Debtor other than taxes which are being or will be
  diligently contested in good faith by appropriate legal proceedings,
  none of which, individually or collectively, will have a material and
  adverse effect on the financial condition or business operation of
  Debtor.  
  
            R.   The securities constituting the Class A Shares are and 
  will be freely marketable and subject to a shelf registration that will
  permit Secured Party to freely transfer the securities without any
  further registration in the event Secured Party forecloses on the
  Collateral following an Event of Default.
  
                                 ARTICLE VI
                       COVENANTS AND OTHER AGREEMENTS
  
       6.1  Affirmative Covenants. During the term of this Agreement and
  so long as any of the Secured Obligations remain unpaid, Debtor agrees
  and covenants that: 
  
            A.   Debtor will timely (i) file all required tax returns; and 
  (ii) pay or contest all taxes, assessments and other government
  charges or levies imposed upon it or upon its income, profits or Assets. 
  
            B.   Debtor will maintain, preserve and protect the Collateral 
  and its other Assets.
  
            C.   Debtor will carry on and conduct its business in the same
  manner and the same fields of enterprise as it is presently engaged,
  and, using its business judgment, Debtor will do all things necessary to
  preserve its respective existence, good standing or qualifications as a
  domestic corporation in the jurisdiction of its incorporation and as a
  foreign corporation in every jurisdiction in which the character of its
  Assets or the nature of the business transacted by it at any time makes
  qualification as a corporation necessary, provided, however, nothing
  herein shall be construed to prevent Debtor from modifying or otherwise
  dealing with its business and its Assets in the good faith exercise of
  its business judgment. 
  
            D.   Debtor shall conduct its business and affairs in
  compliance with all Laws, regulations, and orders applicable thereto
  which are material to Debtor, to Secured Party, or to any Collateral. 
  
            E.   Debtor shall maintain the free marketability of the
  securities constituting the Class A Shares and shall maintain in effect
  a shelf registration that will permit Secured Party to freely transfer
  such securities without any further registration in the event Secured
  Party forecloses on such securities following an Event of Default. 
  
       6.2  Negative Covenants. During the term of this Agreement and so
  long as any of the Secured Obligations remain unpaid, Debtor covenants
  and agrees that it shall not, without Secured Party's prior written
  consent do any of the following: 
  
            A.   Substantially change its method of accounting except
  approved by its independent certified public accountants.
  
            B.   Enter into any material agreement or arrangement that 
  would be violated or breached by the performance of its obligations 
  under the Operative Documents.
  
            C.   Fail to maintain the free marketability of the securities 
  constituting the Collateral and/or fail to maintain in effect a shelf
  registration that will permit Secured Party to freely transfer such
  securities without any further registration in the event Secured Party
  forecloses on such securities following an Event of Default. 
  
            D.   After the occurrence of an Event of Default, pay any
  dividends, or return any capital to its stockholders or authorize or
  make any other distribution, payment or delivery of property or cash to
  stockholders as such, or redeem, retire, purchase or otherwise acquire
  directly or indirectly, for a consideration any shares of any class of
  its capital stock now or hereafter outstanding, or set aside any funds
  for any of the foregoing purposes. Without Secured Party's consent, 
  which shall not be unreasonably withheld, wind up, liquidate, dissolve
  the affairs of Debtor or enter into any transaction or merger or
  consolidation, or convey, sell, lease, or otherwise dispose of (or agree
  to do nay of the foregoing at any future time) all or substantially all
  or a substantial part of its property or assets or any part of such
  property or assets essential to the conduct of its business
  substantially as now conducted, or any of its notes receivable,
  installment or conditional sales agreements, or accounts receivable.  
  
          E.   Make any investments in any of its existing direct or
  indirect subsidiaries or any new direct or indirect subsidiaries of
  Debtor. Lend money or credit or make advances to any Person except
  advances made to employees of the Debtor for the payment by them of
  items for which an expense report or voucher will be filed and which
  items will constitute ordinary and necessary business expenses of
  Debtor.
  
                                ARTICLE VII
                       EVENTS OF DEFAULT AND REMEDIES
  
       7.1  Events of Default. The occurrence of any one or more of the
  following events shall constitute an Event of Default; 
  
            A.   Subject to paragraph 7.2, if any payment of principal or
  interest under the Note is not paid within ten (10) calendar days of its
  due date; or 
  
            B.   If Debtor fails or neglects to perform, keep or observe
  any of the material and substantial terms, provisions, conditions or
  covenants contained in this Agreement, the Note or any other Operative
  Document executed in connection with the transactions contemplated by
  this Agreement (other than the payments referred to in section 7.1 A
  above), which are required to be performed, kept or observed by Debtor
  and such failure or neglect shall not have been remedied within
  forty-five (45) calendar days after written notice thereof from Secured
  Party received by Debtor, or 
  
            C.   If any representation, warranty or certification made by 
  Debtor herein or in any certificate or other writing, delivered in
  connection with the transactions contemplated by the Operative Documents
  shall prove to be false, incorrect or incomplete in any material
  respect; or 
  
            D.   If the validity or enforceability of any lien, charge,
  security interest, mortgage, pledge or other encumbrance granted to
  Secured Party to secure the Secured Obligations shall be determined by
  counsel to Secured Party (and so stated in a written opinion of such
  counsel), to be materially impaired in any respect or, if any other
  lien, charge, security interest, mortgage, pledge or other encumbrance,
  other than a Permitted Encumbrance, shall be created or imposed upon the
  Collateral; or
  
            E.   If Debtor shall suspend or discontinue its business
  operations for a period in excess of thirty (30) calendar days or shall
  totally abandon its business; or
  
            F.   There shall be commenced against Debtor an involuntary
  proceeding to appoint a receiver, custodian, liquidator, trustee or
  other officer with similar liquidation powers of Debtor or of the whole
  or any substantial part of Debtor's Assets and an order, judgment or
  decree approving the petition in any such proceeding shall be entered
  and such order, judgment or decree shall continue undischarged for a
  period of ninety (90) calendar days or more and, as a result of the
  entry of such order, judgment or decree, the prospect of repayment of
  the obligation evidenced by the Note shall become impaired; or
  
            G.   An involuntary case shall be commenced against Debtor
  under any chapter of the United States Bankruptcy Code and relief is
  ordered against Debtor and the petition is controverted but is not
  dismissed within ninety (90) calendar days after the commencement of the
  case; or
  
            H.   If Debtor shall (i) be unable or admit in writing its
  inability to pay, or shall generally fail to pay, its debts as they
  become due; (ii) file (or take any action for the purpose of filing) a
  petition commencing a voluntary case concerning Debtor under any 
  chapter of the United States Bankruptcy Code or a petition to take
  advantage of any insolvency act or other act for the relief or aid of
  debtors; (iii) make an assignment for the benefit of its creditors; (iv)
  file a petition or answer seeking for itself reorganization,
  arrangement, composition, readjustment, liquidation, dissolution or
  similar relief under the federal bankruptcy laws or any other applicable
  law, (v) become insolvent (howsoever such insolvency may be evidenced),
  be adjudicated insolvent; or (vi) shall petition or apply to any
  tribunal for the appointment of any receiver, liquidator or trustee of
  or for it or any substantial part of its Assets; or 
  
            I.   If a court of competent jurisdiction shall enter an order 
  which enjoins, restrains or affirmatively prevents Debtor from
  conducting all or any material part of its business affairs in the
  ordinary course of business and such order shall remain undischarged or
  unstayed for a period in excess of thirty (30) calendar days.
  
       7.2  Debtor's Right to have Collateral Sold. At any time, upon
  Secured Party's receipt of a written request from Debtor, Debtor may
  designate a specific portion of the Collateral held by Secured Party to
  be sold to Debtor's designee as promptly as market conditions will allow
  in order to maximize the value of the designated Collateral, provided,
  however, that after giving pro forma effect to the proposed sale of
  Collateral and the proposed prepayment of the Secured Obligations, the
  Collateral Value of the remaining Collateral shall equal or exceed the
  Minimum Collateral Value. Following Secured Party's receipt of such
  request and designation, Debtor and Secured Party shall cooperate in the
  sale(s) of Collateral, the net proceeds of which sale(s) shall be paid
  to Secured Party, as received, and shall be credited to the next
  installments due on the Note in the order of their maturities. 
  
       7.3  Rights of Parties Before and After the Occurrence of an Event
  of Default. 
  
       (a)  Exercising Shareholder Rights Prior to an Event of Default.
  Unless and until an Event of Default shall occur, 
  
            (i)  Debtor shall be entitled to receive all cash dividends 
  paid to Debtor in respect of or attributable to the securities
  comprising a part of the Collateral. Notwithstanding the foregoing,
  Secured Party shall be entitled to receive, whether or not an Event of
  Default has occurred, any and all other Additional Pledged Securities
  and Liquidating Distributions. All such sums, stock dividends,
  distributions, proceeds, or other property which constitute Additional
  Pledged Securities or Liquidating Distributions shall, if received by
  any entity other than Secured Party, be held in trust for the benefit of
  Secured Party and shall forthwith be delivered to Secured Party
  (accompanied by proper instruments of assignment and/or stock and/or
  bond powers executed by Debtor in accordance with Secured Party's
  instructions) to be held subject to the terms of this Agreement. Any
  cash proceeds of the Collateral, other than cash dividends which Debtor
  is then permitted to receive and retain under this Agreement, which come 
  into the possession of Secured Party shall be applied by Secured Party
  to the Secured Obligations then due or, if no Secured Obligation is then
  due, to the installment(s) due under the Note in the inverse order of
  maturity. 
  
            (ii) Debtor shall have the right to vote and give consents 
  with respect to all of the securities comprising a part of the
  Collateral and to consent to, ratify, or waive notice of any and all
  meetings; provided that such right shall in no case be exercised for 
  any purpose contrary to, or in violation of, any of the terms or the
  provisions of this Agreement or any other Operative Document. 
  
       (b)  Exercising Shareholder Rights After the Occurrence of an Event
  of Default. Upon the occurrence and during the continuance of an Event
  of Default, Secured Party, with respect to the Collateral but without
  the consent of Debtor, may:
  
            (i)  At any time vote or consent in respect of any of the
  securities compromising part of the Collateral and authorize any such
  securities to be voted and such consents to be given, ratify and waive
  notice of any and all meetings, and take such other action as shall seem
  desirable to Secured Party, in its discretion, to protect or further the
  interests of Secured Party in respect of any of the Collateral as though
  it were the outright owner thereof, and, Debtor hereby irrevocably
  constitutes and appoints Secured Party its sole proxy and
  attorney-in-fact, with full power of substitution to vote and act with
  respect to any and all such pledged securities standing in the name of
  Debtor or with respect to which Debtor is entitled to vote and act. The
  proxy and power of attorney herein granted are coupled with interests,
  are irrevocable, and shall continue throughout the term of this
  Agreement.
  
            (ii) In respect of any securities comprising a part of the
  Collateral, join in and become a party to any plan of recapitalization,
  reorganization, or readjustment (whether voluntary or involuntary) as
  shall seem desirable to Secured Party in respect of any such pledged
  securities, and deposit any such pledged securities under any such plan;
  make any exchange, substitution, cancellation, or surrender of such
  pledged securities required by any such plan and take such action with
  respect to any such pledged securities as may be required by any such
  plan or for the accomplishment thereof; and no such disposition,
  exchange, substitution, cancellation, or surrender shall be deemed to 
  constitute a release of pledged securities from the security interest of
  this Agreement; 
  
            (iii) Receive all payments of whatever kind made upon or
  with respect to any securities comprising a part of the Collateral; and
  
             (iv) In furtherance of Secured Party's rights and remedies
  under subparagraphs (i), (ii) and (iii) above, Secured Party at its
  option, may have any or all of the Collateral registered in its name or
  that of its nominee, and Debtor hereby covenants that, upon Secured
  Party's request, Debtor will cause the issuer of the Collateral to
  effect such registration. 
  
       (c)  Right of Sale After the Occurrence of an Event of Default.
  Upon the occurrence and during the continuance of an Event of Default,
  Secured Party may sell, without recourse to judicial proceedings, with
  the right (except at private sale) to bid for and buy, free from any
  right of redemption, the Collateral or any part thereof, upon five (5)
  days notice (which notice is agreed to be reasonable notice for the
  purposes hereof) to Debtor of the time and place of any public sale or
  the time after which any private sale is to be made, for cash, upon
  credit or for future delivery, at Secured Party's option and in Secured
  Party's complete discretion: 
  
            (i)  At public sale, including a sale at any broker's board or
  exchange;
  
            (ii) At private sale in any manner which will not require the 
  securities comprising a part of the Collateral or any part thereof, to
  be registered in accordance with The Securities Act of 1933, as amended,
  or the rules and regulations promulgated thereunder, or any other law or
  regulation, at their best price reasonably obtainable by Secured Party
  at any such private sale or other disposition in the manner mentioned
  above. Secured Party is also hereby authorized, but not obligated, to
  take such actions, give such notices, obtain such consents, and do such
  other things as Secured Party may deem required or appropriate in the
  event of sale or disposition of any of the Collateral. Debtor
  understands that, with respect to securities comprising a part of the
  Collateral which are not publicly traded, Secured Party may in its
  discretion approach a restricted number of potential purchasers and that
  a sale under such circumstances may yield a lower price for such
  Collateral, or any portion thereof, than would otherwise be obtainable
  if the same were registered and sold in the open market. Debtor agrees
  (a) that in the event Secured Party shall so sell such Collateral, or
  any portion thereof, at such private sale or sales, Secured Party shall 
  have the right to rely upon the advice and written opinion of any member
  firm of a national securities exchange as to the best price reasonably
  obtainable upon such a private sale thereof (any expense borne by
  Secured Party in obtaining such advice to be paid by Debtor as an
  expense related to the exercise by Secured Party of its rights 
  hereunder), and (B) that such reliance shall be conclusive evidence 
  that Secured Party handled such matter in a commercially reasonable 
  manner.
    
       In case of any sale by the Secured Party of the Collateral on
  credit or for future delivery (it being understood however that Secured
  Party is taking the credit risk with respect to any such sale on
  credit), the Collateral sold may be retained by Secured Party until the
  selling price is paid by the purchaser, but Secured Party shall incur no
  liability in case of failure of the purchaser to take up and pay for the
  Collateral so sold. In case of any such failure, such Collateral so sold
  may be again similarly sold. 
  
       In connection with the sale of any non-publicly traded securities
  comprising a part of the Collateral, Secured Party is authorized, but
  not obligated, to limit prospective purchasers to the extent deemed
  necessary or desirable by Secured Party to render such sale exempt from
  the registration requirements of The Securities Act of 1933, as amended,
  and any applicable state securities laws, and no sale so made in good
  faith by Secured Party shall be deemed not to be "commercially
  reasonable" because so made.
  
       (d)  After the occurrence of an Event of Default, Secured Party
  shall have and may exercise the following rights and remedies, which
  individual remedies shall not be exclusive and which shall be cumulative
  and in addition to each and every other remedy set forth herein and in
  the Note and the other agreements and documents executed in connection
  with the transactions contemplated: 
  
            (i)  The right to (i) accelerate the entire outstanding 
  Principal Debt, together with all accrued but unpaid interest and all
  other sums due and payable by Debtor to Secured Party, without 
  presentment or protest, both of which Debtor hereby expressly waives,
  and (ii) immediately, without further extensions or periods of grace,
  enforce payment of the Secured Obligations by exercising any and all of
  the rights granted herein. 
  
            (ii)  All of the rights and remedies available to a secured 
  party under the Uniform Commercial Code as enacted in the State of Texas
  or other applicable jurisdiction, as amended (the "UCC"), or other
  applicable law, or otherwise existing at law or in equity. 
  
            (iii) The right to: (i) to the fullest extent permitted by 
  applicable law, enter upon the premises of Debtor, or any other place or
  places where the Collateral is located, and remove the Collateral
  therefrom to premises controlled by Secured Party, in order to
  effectively collect, preserve, protect and liquidate the Collateral;
  and/or (ii) require Debtor to assemble the Collateral and make it
  available to Secured Party at a place other than one controlled by
  Debtor to be designated by Secured Party in its sole discretion. 
  
       7.4  No Waiver. No delay, failure or omission of Secured Party to
  exercise any right upon the occurrence of an Event of Default shall
  impair any such right or shall be construed to be a waiver of any such
  Event of Default or an acquiescence therein. Secured Party may, from
  time to time, in a writing waive compliance by the other parties with
  any of the terms of this Agreement and its rights and remedies upon any
  Event of Default and Debtor agrees that no such waiver by Secured Party
  shall ever be legally effective unless such item of waiver shall be
  acknowledged in writing by Secured Party. No waiver of any Event of
  Default shall impair any right or remedy of Secured Party. No single,
  partial or full exercise of any right of Secured Party shall preclude
  any other or further exercise thereof.  The acceptance by Secured Party
  at any time or from time to time of a partial payment or partial
  performance of any of Debtor's obligations set forth herein shall not be
  deemed a waiver, reduction, or modification or release from any Event of
  Default then existing. No waiver by Secured Party of any Event of
  Default shall be deemed to be a waiver of any then existing or
  subsequent Event of Default. 
  
       7.5  Application of Proceeds. All amounts realized by Secured Party
  with respect to the Collateral or the Secured Obligations, including
  amounts realized with respect to the sale of the Collateral under or by
  virtue of the Operative Documents, including any sums which may be held
  by Secured Party, or the proceeds of any thereof, shall be applied (i)
  first, to the payment of the reasonable costs and expenses owing
  hereunder, under the Note or under any other Operative Document,
  including reasonable reimbursement to Secured Party, and its agents and
  attorneys, of all expenses, liabilities and advances made or furnished
  or incurred by or on behalf of Secured Party, in enforcing collection of
  the Secured Obligations or for the acquisition, protection, sale and
  delivery of the Collateral; (ii) second, to the payment of accrued and
  unpaid interest on and the outstanding principal of the Note; (iii) to
  the payment of all other amounts payable by Debtor under the Operative
  Documents; and (iv) fourth the surplus, if any, to Debtor, or to
  whomever shall be lawfully entitled to receive the same, plus interestt
  the Stated Interest Rate from three (3) Business Days following the date
  of sale or other disposition. 
  
       7.6  Notification of Sale. Reasonable notification of the time and
  place of any public sale of the Collateral, or reasonable notification
  of the time after which private sale or other intended disposition of
  the Collateral is to be made, shall be sent to Box Brothers Holding
  Company, c/o Kevin Thomason, Rohde Thomason LLP, Founders Square, 900
  Jackson Street, Suite 630, Dallas, Texas 75202, and to any other person
  entitled under the UCC to notice; provided that if any of the Collateral
  threatens to decline speedily in value or is of the type customarily
  sold on a recognized market, Secured Party may sell or otherwise dispose
  of the Collateral upon such notice as is reasonable under the
  circumstances. It is agreed that notice sent or given not less than five
  (5) 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. 
  
                                ARTICLE VIII
                               MISCELLANEOUS
  
       8.1  Secured Party's Expenses and Attorneys Fees. Secured Party
  shall be entitled to recover from Debtor all reasonable costs incurred
  by Secured Party in enforcing or protecting the security interests or
  any of its rights or remedies with respect of the Collateral under this
  Agreement or any other Operative Document or collecting or enforcing the
  Secured Obligations, including, without limitation, all court costs,
  attorneys' fees, and other out-of-pocket expenses. If, at any time or
  times hereafter, Secured Party employs an attorney or attorneys to file
  a petition or to take any other litigation action with respect to
  collection of the Secured Obligations, or to protect, sell, take
  possession of, or liquidate any of the Collateral or to attempt to
  enforce any security interest or lien in the Collateral, or any other
  right or remedy under the Operative Documents, all of the reasonable
  attorney's fees arising from such collection effort, and any expenses,
  costs and charges relating thereto, shall constitute part of the Secured
  Obligations secured by the Collateral, all of which shall be payable on
  demand, plus interest thereon at the Stated Interest Rate from thirty
  (30) calendar days following Secured Party's receipt of Debtor's written
  demand for payment.
  
       8.2  Notices. Etc. Unless otherwise set forth herein, all notices,
  demands, requests and other communications hereunder shall be given in
  writing (including telecopy) and mailed, telecopied or delivered: 
  
       If to Secured Party:    Box Energy Corporation
                               8201 Preston Road, Suite 600
                               Dallas, Texas 75225
                               Attention:  James A. Watt
                               Telecopy  No.:  (214) 890-8030
  
       with a copy to:         Kelly, Hart & Hallman, P.C.
                               201 Main Street, Suite 2500
                               Fort Worth, Texas 76102
                               Attention:  Billie J. Ellis, Jr.
                               Telecopy No.:  (817) 878-9280
  
       If to Debtor:           Box Brothers Holding Company
                               8201 Preston Road, Suite 600
                               Dallas, Texas 75225
                               Attention:  Don D. Box
                               Telecopy No.:  (214) 890-8096
  
       with a copy to:         Rohde Thomason LLP
                               Founders Square
                               900 Jackson Street, Suite 630
                               Dallas, Texas 75202
                               Attention:  Kevin Thomason
                               Telecopy No.:  (214) 630-6331
   
  If any such communication is given by mail it will be effective on the
  earlier of receipt or the third calendar day after deposit in the United
  States mail with first class or airmail postage prepaid; if given by
  telecopier, when received; or if given by personal delivery, when
  delivered. Any party to this Agreement shall have the right to change
  its or his address for the purpose of this Agreement by giving at least
  three (3) Business Days written notice of any such change to each other
  party hereto. 
  
       8.3  Prior Agreements Superseded; Modification. Any agreement
  previously executed between Debtor and Secured Party concerning the
  subject matter of the Operative Documents, other than the Operative
  Documents shall, upon the execution of this Agreement, be of no further
  force or effect. No modification of or supplement to this Agreement or
  any other written agreement between the parties hereto shall be valid or
  effective (or serve as a basis of reliance by way of estoppel) unless
  the same is in writing and signed by the party against whom it is sought
  to be enforced.  In the event of any conflict between the provisions of
  this Agreement and the Note, the terms of this Agreement shall control.
  
       8.4  Survival of Agreements. All of the various representations,
  warranties, covenants and agreements in the Operative Documents shall
  survive the execution and of this Agreement and the Note and the
  performance hereof and thereof, including, without limitation, the
  making or granting of the security interests and the delivery of the
  Note, and shall survive until all of the Secured Obligations is paid in
  full. 
  
       8.5  No Obligation Beyond Maturity. Debtor agrees and acknowledges
  that upon the maturity of the Loan, Secured Party shall have no
  obligation to renew, extend, modify or rearrange the Loan and shall have
  the right to require all amounts due and owing under the Loan to be paid
  in full on the Maturity Date. 
  
       8.6  Parties Bound. This Agreement and the Note shall be binding
  upon and inure to the benefit of Debtor and Secured Party, and their
  respective heirs, legal representatives, successors and assigns,
  provided, that Debtor may not, without the prior written consent of
  Secured Party, assign any of its rights, powers, duties or obligations
  hereunder. 
  
       8.7  Number and Gender. Whenever used herein, the singular number
  shall include the plural and the plural the singular, and the use of any
  gender shall be applicable to all genders. The duties, covenants,
  obligations and warranties of Debtor and of Secured Party in this
  Agreement shall be the several obligations of Debtor and of Secured
  Party and of either of them if either is more than one entity. 
  
       8.8  No Third Party Beneficiary. This Agreement, when executed, is
  for the sole benefit of Secured Party and Debtor and is not for the
  benefit of any third party. 
  
       8.9  Execution in Counterparts. This Agreement may be executed in
  any number of counterparts and by the parties hereto in separate
  counterparts, each of which when so executed and delivered shall be
  deemed to be an original, and all of which taken together shall
  constitute but one and the same instrument. 
  
       8.10 Severability of Provisions. Any non-material provision of this
  Agreement which is prohibited or unenforceable in any jurisdiction
  shall, as to such jurisdiction, be ineffective to the extent of such
  prohibition or unenforceability, without invalidating the remaining
  provisions hereof or affecting the validity or enforceability of such
  provision in any other jurisdiction. 
  
       8.11 Time of the Essence. All parties hereto hereby agree that in
  this Agreement and all agreements executed pursuant hereto that time
  shall be considered of the essence. 
  
       8.12 Termination Reinstatement. 
  
            (a)  Debtor agrees that this Agreement and the security
  interests granted hereunder shall terminate only when all Secured
  Obligations have been fully paid and performed, at which time Secured
  Party upon Debtor's request shall reassign and redeliver (or cause to be
  reassigned and redelivered) to Debtor, or to such Person or Persons as
  Debtor shall designate in writing, against receipt, such of the
  Collateral (if any) as shall not have been sold or otherwise applied by
  Secured Party pursuant to the terms hereof and shall still be held by it
  hereunder. Any such reassignment shall be without recourse upon, or
  representation or warranty by, Secured Party (other than that Secured
  Party has not sold, encumbered or otherwise transferred any interest in
  the Collateral except as provided in this Agreement) and shall be at the
  sole cost and expense of Debtor. 
  
            (b)  This Agreement shall continue to be effective or be
  reinstated, as the case may be, if at any time any amount received by
  Secured Party in respect of the Secured Obligations is rescinded or must
  otherwise be restored or returned by Secured Party upon the filing of
  any bankruptcy proceeding by or of Debtor or upon the appointment of any
  intervenor or conservator of, or trustee or similar official for, Debtor
  or any substantial part of its assets, or otherwise, all as though such
  payments had not been made. 
  
       8.13 Remedies Cumulative. The rights and remedies provided herein
  and in the Note and all of the other agreements, instruments and
  documents constituting the Operative Documents, are cumulative and are
  in addition to and not exclusive of any rights or remedies provided by
  law, including, but without limitation, the rights and remedies of a
  secured party under the Uniform Commercial Code. 
  
       8.14 Release of Claims. Debtor, by its execution of this Agreement,
  hereby declares that it has no setoffs, counterclaims, defenses or other
  causes of action against Secured Party arising out of the Loan and/or
  any documents mentioned herein or otherwise; and, to the extent any such
  setoffs, counterclaims, defenses or other causes of action may exist,
  whether known or unknown, such items are hereby expressly waived and
  released by Debtor. 
  
       8.15 Secured Party Not a Joint Venture. Notwithstanding anything to
  the contrary contained in this Agreement or any Operative Document,
  Secured Party, by entering into this Agreement or by any action taken
  pursuant hereto, will not be deemed a partner or joint venturer with
  Debtor, and Debtor will indemnify, and hold Secured Party harmless from
  any and all claims, demands, losses, damages and expenses made or
  incurred resulting from or arising out of any such construction or
  alleged construction of any agreement between Secured Party and Debtor
  or their relationship. 
  
       8.16 GOVERNING LAW/VENUE. THIS AGREEMENT AND THE NOTE SHALL BE
  DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF
  TEXAS AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
  GOVERNED BY THE LAWS OF THE STATE OF TEXAS AND THE LAWS OF THE UNITED
  STATES OF AMERICA. EXCEPT WITH RESPECT TO SPECIFIC LIENS, OR THE
  PERFECTION THEREOF. EVIDENCED BY THIS AGREEMENT COVERING PERSONAL
  PROPERTY WHICH BY THE LAWS APPLICABLE THERETO ARE REQUIRED TO BE
  CONSTRUED UNDER THE LAWS OF ANOTHER JURISDICTION. EXCLUSIVE JURISDICTION
  AND VENUE FOR ALL DISPUTES ARISING UNDER THIS AGREEMENT SHALL RESIDE IN
  A COURT OF COMPETENT JURISDICTION LOCATED IN DALLAS, DALLAS COUNTY,
  TEXAS. DEBTOR AGREES TO SUBMIT ITSELF TO THE JURISDICTION OF THE TEXAS
  COURTS AND AGREES THAT IN THE EVENT DEBTOR FAILS TO DESIGNATE A
  REGISTERED AGENT IN THE STATE OF TEXAS, DEBTOR MAY BE SERVED BY SERVICE
  UPON THE TEXAS SECRETARY OF STATE IN ACCORDANCE WITH SECTION 17.044 OF
  THE TEXAS CIVIL PRACTICE AND REMEDIES CODE.
  
       8.17 ENTIRETY; WRITTEN LOAN AGREEMENT. THIS AGREEMENT AND THE NOTE
  EMBODY THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDE ALL PRIOR
  AGREEMENTS AND UNDERSTANDINGS, IF ANY, RELATING TO THIS SUBJECT MATTER
  HEREOF.  THIS AGREEMENT AND THE NOTE REPRESENT THE FINAL AGREEMENT
  BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
  CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE  PARTIES. THERE ARE
  NO ORAL AGREEMENTS BETWEEN THE PARTIES.  IN THE EVENT OF ANY CONFLICT
  BETWEEN THE TERMS HEREOF AND OF THE NOTE, THE TERMS HEREOF SHALL
  CONTROL.
  
       8.18 Amendment and Restatement.  This Agreement is a renewal,
  amendment and restatement of the Pledge Agreement ("Original Pledge
  Agreement") dated as of April 29, 1997 by Debtor in favor of Secured
  Party and, as such, all of the terms and provisions herein supersede in
  their entirety the terms and provisions of the Original Pledge
  Agreement.
  
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  <PAGE>
  
       IN WITNESS WHEREOF, the parties have executed this Agreement on the
  day and year first above written. 
  
                                DEBTOR: 
  
                                BOX BROTHERS HOLDING COMPANY, 
                                a Delaware corporation 
  
  
                                By:  /S/ Steven J. Craig
                                    --------------------
                                Name:  Steven J. Craig
                                Title:  Vice President
  
  
                                SECURED PARTY:
  
                                BOX ENERGY CORPORATION, 
                                a Delaware corporation
  
  
                                By:  /S/ James A. Watt
                                    --------------------
                                Name:  James A. Watt
                                Title:  President