GENERAL SECURITY AGREEMENT


In  consideration of loans, credit or other financial accommodations extended or
continued  from  time  to  time  to,  or  on  the guaranty, endorsement or other
assurance  of, the undersigned ("Obligor") by RZB Finance LLC (together with its
successors  and  assigns,  "RZB"),  Obligor  hereby  agrees  as  follows:

1.   Security  Interest.
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     a.        To secure the full and punctual payment and performance of all of
          the Obligations (as hereinafter defined), Obligor hereby grants to RZB
          a continuing security interest in, and assigns and pledges to RZB, the
          Collateral  (as  hereinafter  defined).

     b.        "Obligations"  shall  mean  and  include  all  indebtedness,
          liabilities,  obligations,  covenants  and duties of Obligor to RZB or
          any  Affiliate of RZB (including those which RZB or such Affiliate may
          have  acquired  from  others)  of  every kind, nature and description,
          direct  or  indirect,  absolute  or  contingent,  due  or  not  due,
          contractual  or  tortious,  liquidated  or  unliquidated,  arising  by
          operation  of law or otherwise, now existing or hereafter arising, and
          whether  or not evidenced by any note or other instrument or agreement
          and  whether  or  not  for  the  payment  of money, including, but not
          limited  to,  indebtedness, obligations and liabilities to RZB or such
          Affiliate  of  Obligor  as  a  member  of  any partnership, syndicate,
          association  or  other  group.

     c.        Affiliate  and  certain  other  terms  used herein are defined in
          Section  15  hereof.

     d.   As used herein, the term "Collateral" means the property described
          opposite  the  box(es)  checked  below  together  with  the  property
          described  in  Section  1(f)  below:


     [X]  A.   All Personal Property.  All of the personal property and fixtures
of the Obligor wherever located and whether now owned or in existence or
hereafter acquired or created, of every kind and description, tangible or
intangible, including without limitation all inventory (including, without
limitation, inventory as defined in Section 1(d)(C) hereof), goods and
accessions thereto, equipment and accessions thereto, farm products, documents,
chattel paper (whether tangible or electronic), accounts (including, without
limitation, accounts as defined in Section 1(d)(D) hereof), contract rights,
securities and other investment property, general intangibles, tax refund
claims, patents, trademarks,  intellectual property,  payment intangibles,
supporting obligations, instruments, promissory notes, letters of credit and
proceeds thereof, advices of credit, letter-of-credit rights (whether or not the
letter of credit is evidenced by a writing), commercial tort claims, credits,
deposits, cash, deposit accounts (general or special), and certificates of
deposit.  Each of such terms which is defined in the New York Uniform Commercial
Code as in effect from time to time shall have the meaning ascribed thereto
therein when used in this Agreement.

     [ ]  B.   Equipment.  Equipment (of any nature and description), now owned
or hereafter acquired and wherever located, employed in the operation of the
Obligor's business, and all proceeds thereof and products of such equipment in
any form whatsoever.  As used herein, the term "equipment" shall also mean and
include all spare parts therefor, all present and future additions, attachments
and accessions thereto, all substitutions therefor and replacements thereof.
Nothing herein shall be construed as giving a right to the Obligor to sell any
equipment which is the subject of this Agreement.

     [ ]  C.   Inventory.  All of the inventory of the Obligor, of every type or
description, now owned or hereafter acquired and wherever located, whether raw,
in process or finished, all goods usable in processing the same and all
documents, documents of title and receipts covering any inventory (hereinafter,
referred to as "inventory"), and all proceeds thereof and products of such
inventory in any form whatsoever, including but not limited to accounts and
chattel paper (whether tangible or electronic) and cash proceeds.

     [ ]  D.   Accounts and Chattel Paper.  All of the Obligor's present and
future accounts (including, without limitation, health-care-insurance
receivables), contract rights, letters of credit, letter-of-


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credit rights, general intangibles, tax refund claims, payment intangibles,
software, supporting obligations, instruments, promissory notes, and chattel
paper (whether tangible or electronic) and all other rights to the payment of
money, whether or not arising out of the sale (or lease) of goods or services
(herein referred to in the plural as "accounts" and in the singular as
"account"), all proceeds thereof and all liens, securities, guarantees,
remedies, and privileges pertaining thereto, together with all rights and liens
of the Obligor in and to such goods, including returned or repossessed goods,
and all rights and property of any kind forming the subject matter of any of the
accounts, including the right of stoppage in transit.

     [ ]  E.   Other.

     See Schedule A annexed hereto and made a part hereof.


If no box is checked, Clause A (All Personal Property) shall be deemed
applicable for all purposes of this Agreement.  If the Clause A box is checked,
checking also the Clause B and/or Clause C and/or Clause D and/or Clause E
box(es) is not intended, and shall not be construed, to limit the generality or
legal effect of the description contained in Clause A.


     e.   (i)    If the Obligor shall at any time acquire a commercial tort
claim, as defined in Article 9 of the Uniform Commercial Code as in effect in
the State of New York ("NY UCC Article 9"), which the Obligor reasonably
believes based upon then-current information is likely to result in a judgment
in favor of the Obligor in excess of $25,000, the Obligor shall promptly notify
RZB in a writing signed by the Obligor of the brief details thereof and grant to
RZB in such writing a security interest therein and in the proceeds thereof, all
upon the terms of this Agreement, with such writing to be in form and substance
reasonably satisfactory to RZB.

          (ii)   RZB may at any time and from time to time file financing
statements, continuation statements and amendments thereto that describe the
Collateral as all assets of the Obligor or words of similar effect and which
contain any other information required by NY UCC Article 9 or revised Article 9
of the Uniform Commercial Code in the form or substantially in the form approved
in 1998 by the American Law Institute and the National Conference of
Commissioners on Uniform State Laws ("Revised Article 9") as adopted in any
other jurisdiction (including Part 5 thereof) for the sufficiency or filing
office  acceptance of any financing statement, continuation statement or
amendment, including whether the Obligor is an organization, the type of
organization and any organization identification number issued to the Obligor.
The Obligor agrees to furnish any such information to RZB  promptly upon
request.  Any such financing statements, continuation statements or amendments
may be signed by RZB on behalf of the Obligor and may be filed at any time with
or without any signature of the Obligor or RZB in any jurisdiction whether or
not NY UCC Article 9 or Revised Article 9 is then in effect in that
jurisdiction.

          (iii)  The Obligor shall at any time and from time to time, whether or
not NY UCC Article 9 or Revised Article 9 is in effect in any particular
jurisdiction, take such steps as RZB may request for RZB to (i) obtain an
acknowledgment, in form and substance satisfactory to RZB, of any bailee having
possession of any of the Collateral that the bailee holds such Collateral for
RZB, (ii) obtain "control" of any investment property, deposit accounts,
letter-of-credit rights or electronic chattel paper (as such terms are defined
in NY UCC Article 9 with corresponding provisions in Sections 9-104, 9-105,
9-106 and 9-107, relating to what constitutes "control" for such items of
Collateral), with any agreements establishing control to be in form and
substance satisfactory to RZB, and (iii) otherwise insure the continued
perfection and priority of RZB's security interest in any of the Collateral and
of the preservation of its rights therein, whether in anticipation of or
following the effectiveness of NY UCC Article 9 in New York or Revised Article 9
in any other jurisdiction.

f.   Any and all deposits or other sums at any time credited by or due from RZB
to the Obligor; and any and all monies, securities and other property of the
Obligor, and the proceeds thereof now or hereafter held or received by or in
transit to RZB from or for the Obligor, whether for safekeeping, custody,
pledge, transmission, collection or otherwise, shall at all times constitute
security for any and all Obligations.


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<PAGE>
2.   Rank  and  Perfection  of  Security  Interest.

     a.        Obligor  will  not  create  or  permit  to exist, nor shall there
          exist, any security interest in, lien, attachment, levy or encumbrance
          upon,  or  assignment or pledge as security of, any of the Collateral,
          except  the  security  interest  of  and  assignment and pledge to RZB
          hereunder  and  Permitted  Liens.

     b.        (i)    Obligor  will  from time to time, at its expense, take all
          action  requested  by  RZB, or which may be necessary or desirable, to
          perfect,  continue,  evidence,  preserve,  protect  or  validate  the
          security  interest  of  and  assignment and pledge to RZB hereunder to
          enable  RZB  to  exercise and enforce its rights hereunder, including,
          but  not limited to, (A) executing and delivering one or more notices,
          financing statements, agreements or other writings, and (B) delivering
          to  RZB,  and stamping or otherwise marking, in such manner as RZB may
          specify, any and all chattel paper, instruments, letters and advice of
          credit and documents constituting part of the Collateral, in each case
          endorsed  or  accompanied by such instruments of assignment as RZB may
          specify.

                    (ii)  Obligor  hereby  authorizes  RZB,  at  its  option but
          without  any  obligation  so to do, to file Financing and continuation
          statements  and  amendments to financing statements, naming Obligor As
          debtor, with respect to any of the Collateral without the signature of
          Obligor,  and agrees that a carbon, photographic or other reproduction
          of  this  Agreement  or  of  a  financing statement is sufficient as a
          financing  statement.  Obligor shall pay the costs of any recording or
          filing  of  any  financing  or  continuation statements, or amendments
          therto,  concerning  the  Collateral.

     3.   Covenants.

     a.        Obligor  shall  at  all times:  (i) be the sole owner of each and
          every  item  of  Collateral,  (ii)  defend  the Collateral against the
          claims  and  demands  of all persons and (iii) in the case of tangible
          property  constituting  part  of the Collateral, (A) properly maintain
          and  keep  in  good  order  and repair such property and (B) keep such
          property  fully  insured  with responsible companies acceptable to RZB
          against such risks as such Collateral may be subject to, or as RZB may
          request,  under policies containing loss payable clauses naming RZB as
          loss  payee  as  its  interests  may  appear and otherwise in form and
          substance  satisfactory  to  RZB, and providing that: (1) all proceeds
          thereof  shall  be  payable  to  RZB,  (2) such insurance shall not be
          affected  by  any  act  or  neglect  of  Obligor or other owner of the
          property  described  in  such  policy,  and  (3)  such policy and loss
          payable  clause  may not be cancelled or amended except upon ten days'
          prior  written  notice  to  RZB.

     b.        Obligor  will  comply  with  the  requirements  of  all  leases,
          mortgages  and  other  instruments  relating  to  premises  where  any
          Collateral  is  located.

     c.        Obligor  will  not  sell  or  otherwise  dispose  of  any  of the
          Collateral,  except  that,  if  the  same constitute Collateral, until
          notice  terminating  such  authority  is  given by RZB to Obligor, (i)
          accounts  may  be  collected  in  the  ordinary  course of business as
          heretofore  conducted  and (ii) inventory or farm products may be sold
          in  the  ordinary  course  of  business  as  heretofore  conducted.

     d.        Obligor  will give RZB not less than 30 days prior written notice
          of  (i)  any  change in (A) its name, identity or corporate structure,
          (B)  the  location of its chief executive office or any other place of
          business,  or  (C)  the location of any of the Collateral or its books
          and  records  concerning  any  accounts, (ii) the location of each new
          place  of  business  opened by Obligor, and (iii) each new location of
          any  Collateral.  Obligor  will  give RZB prompt notice of any loss or
          depreciation  in  the  value  of  any  of the Collateral. Set forth on
          Schedule  A annexed hereto are all trade names or trade styles used by
          Obligor,  the  location  of  Obligor's  chief  executive  office,  all
          locations  of  Collateral  and  all  locations  of Obligor's books and
          records.

     e.        At  any  time  and  from  time  to time (i) RZB may and is hereby
          authorized  to  transfer into or register in the name of itself or its
          nominee any instruments, investment property or documents constituting
          a  part  of  the  Collateral  without  notice to Obligor, (ii) RZB may
          receive  and  retain  all  Distributions  (as  hereinafter  defined in
          Section  15),  (iii) Obligor will permit representatives of RZB during
          normal  business  hours  to inspect its premises and books and records
          pertaining  to  the


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<PAGE>
     Collateral and make extracts from and copies of such books and records, and
     (iv)  upon  request,  Obligor will enter into warehousing, lockbox or other
     custodial  arrangements  satisfactory  to  RZB.

     f.        If  any Collateral is at any time in the possession or control of
          any  warehouseman,  bailee  or  any of Obligor's agents or processors,
          Obligor  shall,  and  RZB  shall  also  have the right to, notify such
          warehouseman,  bailee,  agent  or  processor of the security interests
          created  hereby and obtain the agreement of all such persons that they
          hold  and  will  hold possession of such Collateral for the benefit of
          RZB  and  deliver  the  same  at  the direction of RZB without further
          consent  of  the  Obligor.

     g.        Obligor  shall  keep full and accurate books and records relating
          to  the Collateral, and stamp or otherwise mark such books and records
          in  such  manner as RZB may reasonably require in order to reflect the
          security  interest  granted  hereby.

     h.        Obligor will immediately deliver and pledge to RZB or RZB's agent
          each  instrument,  now  owned  or  hereafter  acquired,  appropriately
          endorsed  to  RZB  or  RZB's  agent.

     i.        Obligor  shall use its best efforts to cause to be collected from
          its  account  debtors and other obligors, as and when due, any and all
          amounts  owing  under  or  on  account  of  each account, each general
          intangible,  each payment intangible, each supporting obligation, each
          right  to  payment  of  money,  each chattel paper and each instrument
          (including,  without  limitation, all of the foregoing items which are
          delinquent,  such  delinquent items to be collected in accordance with
          lawful collection procedures) and apply forthwith upon receipt thereof
          all  such  amounts  as  are so collected to the outstanding balance of
          such  items.  Upon  RZB's  request  at  any  time, any such amounts so
          collected  by  Obligor shall be promptly remitted to RZB, in precisely
          the  form  received (except for endorsement by Obligor when required),
          and  until  so  remitted to RZB, shall be held by Obligor in trust for
          RZB,  and  shall  not  be  commingled  with other funds or property of
          Obligor,  and  RZB  shall  be  entitled  to  apply such amounts to the
          Obligations  in  such  manner  as  RZB  in  its  sole discretion shall
          determine. Obligor will not renew or extend the time of payment of, or
          consent  or  agree to any reduction of the amount payable with respect
          to,  any  account  or  other  item  mentioned  above in this paragraph
          without the written consent of RZB. The costs and expenses (including,
          without  limitation,  attorneys' fees) of collection, whether incurred
          by  Obligor  or  RZB,  shall  be  borne  by  Obligor.

     j.        Upon  request  by  RZB, Obligor will promptly notify (and Obligor
          hereby  authorizes RZB so to notify) each account debtor or obligor in
          respect  of  any  account,  general  intangible,  payment  intangible,
          supporting  obligation,  right  to  payment of money, chattel paper or
          instrument  that  such  Collateral has been assigned to RZB hereunder,
          and  that  any  payments  due  or  to  become  due  in respect of such
          Collateral  are  to  be  made  directly  to  RZB  or  its  designee.

     k.        Obligor  will,  promptly  upon  request,  provide  to  RZB  all
          information  and  evidence  it  may  reasonably request concerning the
          Collateral,  and  in particular the accounts, to enable RZB to enforce
          the  provisions  of  this  Agreement.

     4.   General  Authority.  Obligor  hereby irrevocably appoints RZB its true
          ------------------
     and  lawful  attorney,  with  full  power  of  substitution, in the name of
     Obligor,  RZB,  or  otherwise,  for the sole use and benefit of RZB, but at
     Obligor's  expense, to the extent permitted by law to exercise, at any time
     and  from  time  to time while an Event of Default (as hereinafter defined)
     exists,  all  or  any of the following powers with respect to all or any of
     the  Collateral:

     a.        to demand, sue for, collect, receive and give acquittance for any
          and  all  monies  due  or  to become due thereon or by virtue thereof,

     b.        to  settle,  compromise, compound, prosecute or defend any action
          or  proceeding  with  respect  thereto,

     c.        to  take  any action or do any thing which Obligor is required to
          do  hereunder,

     d.        to  extend  the time of payment of any or all thereof and to make
          any  allowance  and  other  adjustments  with  reference  thereto, and


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<PAGE>
     e.        to  do  all  other acts and things necessary and advisable in the
          sole  discretion  of  RZB  to  carry  out  and enforce this Agreement.

     5.   Events  of  Default.  Without  limiting  the  right  of  RZB to demand
          -------------------
     payment  of  any  or  all  of  the  Obligations  at  any  time  in its sole
     discretion,  it shall be an Event of Default if any of the following events
     shall  occur:  (i)  default  in payment of any of the Obligations when due,
     whether  on  demand  or  otherwise; or (ii) the occurrence of any "Event of
     Default"  or "default" as defined or specified in any agreement, instrument
     or  document  evidencing  or  providing for the Obligations or any guaranty
     thereof.

     6.   Remedies  upon  Event  of  Default  Rights.  Upon the occurrence of an
          ------------------------------------------
     Event  of  Default  and  at  any  time  or  from  time  to time thereafter:

     a.        RZB  may  declare,  by  notice  to  Obligor,  any  and all of the
          Obligations  immediately  due  and  payable,  without  any  other
          presentment,  demand,  protest  or notice of any kind, anything in any
          other  agreement  to  the contrary notwithstanding, and in the case of
          any  bankruptcy,  insolvency or similar proceeding relating to Obligor
          or its property, all of the Obligations shall automatically become due
          and payable (provided, however, that the foregoing shall not be deemed
          to  limit or impair in any way whatsoever the absolute right of RZB to
          demand  payment of the Obligations at any time in its sole discretion,
          to  the  extent  the  agreements  and  instruments  pertaining to such
          Obligations  provide  for  such  demand);

     b.        RZB shall have no obligation to make further loans, extensions of
          credit  or  other financial accommodations to or on behalf of Obligor,
          anything  in  any  other  agreement  to  the  contrary notwithstanding
          (provided, however, that the foregoing shall not be deemed to limit or
          impair  in  any way whatsoever the sole and absolute discretion of RZB
          to  make  or  refrain  from making such loans, extensions of credit or
          financial  accommodations to the extent the agreements and instruments
          pertaining  thereto  provide  for  such  discretion);

     c.        RZB  may  exercise  all  other  rights  to  which  it is entitled
          hereunder  or  under  applicable  law;

     d.        RZB  may  exercise  all  rights  of a secured party under the UCC
          (whether  or  not  in effect in the jurisdiction where such rights are
          exercised)  and,  in addition, RZB may sell the Collateral or any part
          thereof  at  public  or  private  sales,  for cash, upon credit or for
          future  delivery,  and  at  such  price  or  prices  as  RZB  may deem
          satisfactory. RZB may be the purchaser of any or all of the Collateral
          so  sold  at  any  public  sale  (or,  if  the Collateral is of a type
          customarily  sold  in a recognized market or is of a type which is the
          subject  of  widely  distributed  standard  price  quotations,  at any
          private  sale) and thereafter hold the same, absolutely, free from any
          right or claim of whatever kind. Obligor will execute and deliver such
          documents  and  take  such  other  action  as  RZB  deems necessary or
          advisable  in order that any such sales may be made in compliance with
          law.  Upon  any such sales RZB shall have the right to deliver, assign
          and  transfer  to  the  purchaser thereof the Collateral so sold. Each
          purchaser  at  any  such sales shall hold the Collateral so sold to it
          absolutely,  free  from any claim or right of whatever kind, including
          any  equity  or  right  of  redemption  of  Obligor, and to the extent
          permitted  by  law,  Obligor  hereby specifically waives all rights of
          redemption,  stay  or appraisal which it has or may have under any law
          now  existing  or  hereafter adopted. The notice (if any) of such sale
          required herein shall (i) in the case of a public sale, state the time
          and  place  fixed for such sale, and (ii) in the case of private sale,
          state  the  day  after  which  such  sale may be consummated. Any such
          public  sale  shall  be  held  at  such  time or times within ordinary
          business  hours  and  at  such  place  or places as RZB may fix in the
          notice  of such sale. Unless the Collateral is perishable or threatens
          to  decline  speedily  in  value or is of a type customarily sold on a
          recognized market, RZB will give Obligor reasonable notice of the time
          and  place  of  any  such  public  sale or of the time after which any
          private  sale or any other intended disposition thereof is to be made,
          and  Obligor  agrees  that  five (5) days prior notice shall be deemed
          reasonable  notice. At any such sale the Collateral may be sold in one
          lot  as  an entirety or in separate parcels, as RZB may determine. RZB
          shall  not  be  obligated  to  make any such sale pursuant to any such
          notice.  RZB  may without notice or publication, adjourn any public or
          private  sale  or  cause the same to be adjourned from time to time by
          announcement  at  the time and place fixed for the sale, and such sale
          may  be  made  at  any  time  or  place  to  which  the same may be so
          adjourned.  In  case  of  any  sale  of  all or any part of Collateral


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<PAGE>
          on  credit or for future delivery, the Collateral sold may be retained
          by  RZB  until the selling price is paid by the purchaser thereof, but
          RZB  shall  not  incur  any  liability  in case of the failure of such
          purchaser  to  take up and pay for the Collateral so sold and, in case
          of  any  such  failure,  such  Collateral  may again be sold upon like
          notice.  RZB, instead of exercising the power of sale herein conferred
          upon  it,  may  proceed  by  a  suit  or  suits at law or in equity to
          foreclose  the  security  interests  granted  herein  and  sell  the
          Collateral,  or  any  portion thereof, under a judgment or decree of a
          court  or  courts  of  competent  jurisdiction.

     e.        For  the  purposes  of  enforcing any and all rights and remedies
          under  this  Agreement,  RZB  may  (i) require Obligor to, and Obligor
          agrees  that  it  will,  at  its  expense and upon the request of RZB,
          forthwith  assemble  all  or any part of the Collateral as directed by
          RZB  and  make  it available at a place designated by RZB which is, in
          its  opinion,  reasonably convenient to RZB whether at the premises of
          Obligor  or otherwise, (ii) to the extent permitted by applicable law,
          enter, with or without process of law and without breach of the peace,
          any  premises  where  any  of the Collateral is or may be located, and
          without  charge  or  liability to it, seize and remove such Collateral
          from  such  premises, (iii) have access to and use Obligor's books and
          records  relating  to the Collateral and (iv) prior to the disposition
          of  the Collateral, store or transfer it without charge in or by means
          of  any  storage or transportation facility owned or leased by Obligor
          or  any  other person, corporation or other entity, process, repair or
          recondition  it  or otherwise prepare it for disposition in any manner
          and  to  the extent RZB deems appropriate and, in connection with such
          preparation  and  disposition, use without charge any trademark, trade
          name,  copyright,  patent  or  technical  process  used  by  Obligor.

     f.        If  the Collateral consists in whole or in part of instruments or
          other  investment property and RZB elects to sell or otherwise dispose
          of such instruments or other investment property, (i) Obligor will, if
          it  controls  the  issuer  of  such  instruments  or  other investment
          property,  or  it otherwise has the right to effect such registration,
          and  if  RZB  deems  such  registration  to  be  desirable, cause such
          instruments  or  other  investment property to be registered under the
          Securities  Act  of  1933,  as  amended,  and  take  all other action,
          including  but  not  limited  to  complying  with  the  "blue  sky" or
          securities  laws  of  the  several  states  and  delivering  to  RZB
          appropriate quantities of prospectuses, necessary or appropriate so as
          to  permit the public sale or other disposition thereof by RZB in such
          jurisdictions  as  RZB  may  select,  and  indemnify, in the form then
          customary,  all  persons who are underwriters, statutory or otherwise,
          of  such  instruments  or other investment property in connection with
          such  sale or disposition, such indemnity, to the extent applicable to
          RZB,  to  be  in  addition  to  that  afforded RZB under Section 10(c)
          hereof, and (ii) RZB may elect not to exercise its rights under clause
          (i) and in that event may, if in its judgment it shall be necessary or
          desirable  so  to do, restrict the number of prospective bidders so as
          to comply with the provisions of Section 5 of such Securities Act, and
          restrict  such  prospective  bidders to persons who will represent and
          agree  that  they  are  purchasing the instruments or other investment
          property in question for their own account for investment and not with
          a  view  to  the  distribution  or release of any thereof and who will
          further  agree  that  such  instruments  or  other investment property
          purchased  by  them may bear an appropriate restrictive legend to that
          effect.

     7.   Limitation  on  Duty of RZB in Respect of Collateral.  Beyond the safe
          ----------------------------------------------------
     custody  thereof,  RZB  shall  have  no  duty  as  to any Collateral in its
     possession  or  control  or  in  the  possession or control of any agent or
     bailee  or  as  to  any  income thereon or as to the preservation of rights
     against  prior parties or any other rights pertaining thereto. RZB 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, and shall
     not  be  liable  or  responsible  for  any  loss  or  damage  to any of the
     Collateral, or for any diminution in value thereof, by reason of the act or
     omission  of  any  warehouseman,  carrier,  forwarding agency, consignee or
     other  agent  or  bailee  selected  by  RZB  in  good  faith.

     8.   Application of Proceeds.  Upon any demand for payment of any or all of
          -----------------------
     the  Obligations  or  upon the occurrence and during the continuance of any
     other  Event  of Default, the proceeds of any sale of, or other realization
     upon,  all  or  any  part  of the Collateral shall be applied by RZB in the
     following  order  of  priority:


                                      -6-
<PAGE>
     a.        to  payment  of  the  expenses of such sale or other realization,
          including  reasonable compensation to (and costs and disbursements of)
          agents and counsel for RZB, and all expenses, liabilities and advances
          incurred  or  made  by  RZB  in  connection  therewith,  and any other
          unreimbursed  expenses  for  which RZB is to be reimbursed pursuant to
          the  documents  or  instruments  evidencing  or  governing  any of the
          Obligations;

     b.        to  the payment of accrued but unpaid interest on the Obligations
          in  accordance  with  the provisions of any promissory note, letter of
          credit  reimbursement  agreement  or  other  agreement  or  instrument
          evidencing  any  of  the  Obligations;

     c.        to  the  payment  of  unpaid  principal  of  the  Obligations;

     d.        to  the  payment  of all other Obligations, until all Obligations
          shall  have  been  paid  in  full;  and

     e.        to  payment  to  Obligor  or  its  successors  or  assigns, or to
          whomsoever  may  be  entitled  thereto,  or  as  a  court of competent
          jurisdiction  may  direct,  of  any  surplus  then remaining from such
          proceeds.

     If,  upon  the  sale,  lease  or  other  disposition of the Collateral, the
     proceeds  thereof  are  insufficient  to  pay  all  amounts to which RZB is
     legally  entitled,  Obligor will remain liable for the deficiency, together
     with  interest  thereon  at the rate provided for post-maturity interest in
     the  agreements  and  instruments  evidencing  the  Obligations.

     9.   General  Representations,  Warranties  and Agreements.  Obligor hereby
          -----------------------------------------------------
     represents,  warrants  and  agrees  that:

     a.        The  execution,  delivery  and  performance of this Agreement are
          within  its  powers, corporate or otherwise, have been duly authorized
          by  all  required action and do not and will not contravene any law or
          any agreement or undertaking to which it is a party or by which it may
          in  any  way be bound or, if Obligor is a corporation, its certificate
          of  incorporation  or  by-laws.

     b.        Each  of  the  representations and warranties contained herein is
          true  and  correct  on  the  date  hereof  and  all other information,
          including  financial  statements  and projections, furnished to RZB at
          any  time  by  or  on  behalf  of Obligor was and will be complete and
          correct  in  all  respects  to the extent necessary for the purpose of
          presenting  the  subject  matter  thereof  fairly  to  RZB.

     c.        The  Obligor  is the sole owner of each of the accounts and other
          items  of  Collateral referred to in Section 3(i) above and no one has
          or claims to have any interest of any kind therein or thereto; each of
          the  debtors and other obligors named in or obligated under every such
          account  and  other  items  of  Collateral referred to in Section 3(i)
          above  is  indebted  to  the  Obligor  in  the amount and on the terms
          indicated  in  the  invoice  or other evidence of such account or such
          other  item  of  collateral and any schedule of accounts, each account
          and other item of collateral referred to in Section 3(i) above is bona
          fide  and arises out of the completed performance of labor or services
          or  the sale and delivery or lease of merchandise or both; and none of
          the  accounts or such other item of collateral is now, nor will at any
          time  in  the  future  become  contingent  upon the fulfillment of any
          contract  or  conditions  whatsoever,  nor  subject  to  any  defense,
          recoupment,  offset  or  counterclaim.


     10.  Expenses  of  Obligor's  Duties;  RZB's Rights to Perform on Obligor's
          ----------------------------------------------------------------------
     Behalf;  RZB's  Expenses  and  Indemnification.
     ----------------------------------------------

     a.        Obligor's  agreements  and duties hereunder shall be performed by
          it  at  its  sole  cost  and  expense.

     b.        If  Obligor  shall  fail  to  do  any  act  or thing which it has
          covenanted to do hereunder, RZB may (but shall not be obligated to) do
          the same or cause it to be done, either in its name or in the name and
          on behalf of Obligor, and Obligor hereby irrevocably authorizes RZB so
          to  act.


                                      -7-
<PAGE>
     c.        Obligor  agrees  to  reimburse  RZB  for  all costs and expenses,
          including  attorneys'  fees  and  disbursements,  incurred,  and  to
          indemnify  and hold RZB harmless from and against all losses suffered,
          by  RZB  in  connection with (i) RZB's exercise of any right or remedy
          granted to it hereunder, (ii) any claim and the prosecution or defense
          thereof  arising  out  of or in any way connected with this Agreement,
          and  (iii)  the  collection  or  enforcement  of  the  Obligations.

     d.        Amounts payable by Obligor under this Section 10 shall constitute
          Obligations  which  shall  be  payable  on  demand.

     11.  No  Waivers  of  Rights  Hereunder;  Rights  Cumulative.
          -------------------------------------------------------

     a.        No  delay  by RZB in exercising any right hereunder, or under any
          of the other Obligations, shall operate as a waiver thereof, nor shall
          any  single or partial exercise of any right preclude other or further
          exercises  thereof  or  the  exercise of any other right. No waiver or
          amendment  of  any  provision of this Agreement or of any of the other
          agreements,  instruments or documents evidencing the Obligations shall
          be enforceable against RZB unless it shall be in writing, be signed by
          RZB,  and  expressly  refer to the provision affected; any such waiver
          shall  be  limited  solely  to  the  specific  event  waived.

     b.        All rights granted to RZB hereunder shall be cumulative and shall
          be  supplementary  of and in addition to those granted or available to
          RZB  with respect to the other Obligations or under applicable law and
          nothing  herein  shall  be construed as limiting any such other right.

     12.  Assignment,  Participations.
          ---------------------------

     a.        RZB  may  assign  any  or all of the Obligations and may transfer
          therewith  any  or  all  of the Collateral therefor and the transferee
          shall  have the same rights with respect thereto as had RZB. Upon such
          transfer,  RZB  shall  be  released  from  all  responsibility for the
          Collateral  so  transferred.

     b.        RZB  may from time to time sell or otherwise grant participations
          in  any  of  the  Obligations  and any Collateral for the Obligations.
          Obligor  agrees  that each such holder of a participation may exercise
          any  and  all  rights  of banker's lien, set-off and counterclaim with
          respect  to  its  participation  in the Obligations as fully as though
          Obligor  were  directly  indebted to such holder in the amount of such
          participation.

     13.  Continuing  Agreement;  Termination.
          -----------------------------------

     a.        This Agreement shall be a continuing agreement and shall apply to
          all  present  and  future  Obligations,  notwithstanding  that  at any
          particular  time  all  of  the Obligations then outstanding shall have
          been  paid  in  full.

     b.        This  Agreement  shall  continue  in  full force and effect until
          written  notice  of  termination  shall  have  been  signed  by  RZB.

     14.  Governing  Law;  Jurisdiction;  Certain  Waivers.
          ------------------------------------------------

     a.        THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
          BY  THE LAWS OF THE STATE OF NEW YORK, EXCEPT AS OTHERWISE REQUIRED BY
          MANDATORY  PROVISIONS  OF  LAW.

     b.        OBLIGOR HEREBY AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST
          OBLIGOR WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF
          THE  STATE OF NEW YORK IN THE CITY OF NEW YORK OR OF THE UNITED STATES
          OF  AMERICA  FOR  THE  SOUTHERN DISTRICT OF NEW YORK AS RZB MAY ELECT,
          AND,  BY  EXECUTION  AND DELIVERY HEREOF, OBLIGOR ACCEPTS AND CONSENTS
          TO,  FOR  ITSELF  AND  IN  RESPECT  TO  ITS  PROPERTY,  GENERALLY  AND
          UNCONDITIONALLY,  THE  JURISDICTION OF THE AFORESAID COURTS AND AGREES
          THAT  SUCH  JURISDICTION  SHALL  BE EXCLUSIVE, UNLESS WAIVED BY RZB IN
          WRITING,  WITH  RESPECT  TO  ANY


                                      -8-
<PAGE>
          ACTION  OR  PROCEEDING BROUGHT BY IT AGAINST RZB. NOTHING HEREIN SHALL
          LIMIT  THE  RIGHT  OF  RZB TO BRING PROCEEDINGS AGAINST OBLIGOR IN THE
          COURTS  OF ANY OTHER JURISDICTION. OBLIGOR AGREES THAT SECTIONS 5-1401
          AND  5-1402  OF  THE  GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK
          SHALL  APPLY TO THIS AGREEMENT AND, TO THE MAXIMUM EXTENT PERMITTED BY
          LAW,  WAIVES  ANY RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING
          BROUGHT  BEFORE  SAID  COURTS  ON  THE  BASIS OF FORUM NON CONVENIENS.
                                                           ----- --- ----------

     c.        Obligor  waives  personal  service  of  process and consents that
          service  of  process  upon  it  may be made by certified or registered
          mail,  return  receipt  requested,  directed to Obligor at its address
          last  specified  for  notices  hereunder, and service so made shall be
          deemed  completed  five days after the same shall have been so mailed.

     d.        EACH  OF  RZB  AND  OBLIGOR  HEREBY  KNOWINGLY,  VOLUNTARILY  AND
          INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY
          IN  RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN
          CONNECTION  WITH  THIS  AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF
          DEALING,  STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF OBLIGOR
          OR  RZB.  THIS  PROVISION IS A MATERIAL INDUCEMENT FOR RZB'S EXTENDING
          CREDIT  TO  OBLIGOR.

     15.  Definitions.  As  used  herein:
          -----------

     a.        Except  as otherwise specifically defined or provided herein, all
          terms  defined  in  Article  1 or 9 of the New York Uniform Commercial
          Code  as  in effect on the date of this Agreement (other than the term
          "Collateral")  are  used  herein  with  the  meanings  therein  given.

     b.        The  following  terms  shall  have  the  indicated  meanings:

          "Affiliate"  of  RZB  shall  mean  a  corporation  that  directly  or
          indirectly  controls  or  is controlled by, or is under common control
          with,  RZB.

          "Distributions"  shall mean cash dividends and other distributions and
          interest  paid  in cash, in each case with respect to all instruments,
          investment  property  and  securities  constituting  part  of  the
          Collateral.

          "Guarantor"  shall  mean  any  maker,  drawer,  acceptor,  endorser,
          guarantor,  surety, accommodation party or other person liable upon or
          for  any  of  the  Obligations.

          "Permitted Liens" shall mean liens specifically consented to by RZB in
          writing, and liens of any other financial institution which is a party
          to  an  intercreditor  agreement  with  RZB  in  form  and  substance
          satisfactory  to  RZB.

     16.  Notices.  Any  notice  or request hereunder may be given to Obligor or
          -------
     to  RZB  at  their  respective  addresses  set forth below or at such other
     address as may hereafter be specified in a notice designated as a notice of
     change  of  address under this Section. Any notice or request hereunder may
     be  given  by,  in  the  case  of  notices  or  requests  to Obligor, mail,
     commercial  courier  service,  telex,  or  telegram,  or  by  telephone
     subsequently  confirmed by mail, commercial courier service, return receipt
     requested,  or by and in the case of notices to RZB, registered mail, telex
     or  telegram,  subsequently  confirmed by such registered mail. Notices and
     requests to Obligor shall, in the case of those by mail, commercial courier
     service,  telex or telegram, be deemed to have been given when deposited in
     the  mail,  first-class  postage  prepaid,  or  delivered  to  such courier
     service,  the  telegraph office or telex operator, addressed as provided in
     this  Section,  and in the case of those by telephone, when so communicated
     to  Obligor;  notices  to  RZB shall be deemed to have been given only when
     actually  received  by  RZB  at  its address determined as provided in this
     Section.  Any  requirement under applicable law of reasonable notice by RZB
     to  Obligor  of any event shall be met if notice is given to Obligor in the
     manner  prescribed  above  at  least seven days before (a) the date of such
     event  or  (b)  the  date  after  which  such  event  will  occur.


                                      -9-
<PAGE>
17.  General.
     -------

     a.        If this Agreement is executed by two or more Obligors, they shall
          be  jointly  and  severally  liable  hereunder,  all provisions hereof
          regarding  the  Obligations  or  the  Collateral  shall  apply  to the
          Obligations  and  Collateral of any or all of them and the termination
          of  this  Agreement  as  to  one  or  more  of such Obligors shall not
          terminate  this  Agreement  as  to  any  remaining  Obligors.

     b.        This  Agreement  shall  be  binding  upon  the  heirs, executors,
          administrators,  assigns  or  successors  of  each  of the undersigned
          Obligors  and shall inure to the benefit of and be enforceable by RZB,
          its  successors,  transferees  and  assigns.


                                      -10-
<PAGE>
     c.        If  any  provision  hereof  is  invalid  and unenforceable in any
          jurisdiction,  then,  to  the fullest extent permitted by law, (i) the
          other  provisions hereof shall remain in full force and effect in such
          jurisdiction and shall be liberally construed in favor of RZB in order
          to  carry out the intentions of the parties hereto as nearly as may be
          possible, and (ii) the invalidity or unenforceability of any provision
          hereof  in  any  jurisdiction  shall  not  affect  the  validity  or
          enforceability  of  such  provision  in  any  other  jurisdiction.

Dated:  September 15, 2004
                  --


RIO VISTA ENERGY PARTNERS L.P.

By:  RIO VISTA GP LLC, general partner

     By: /s/ Richard Shore, Jr.
         -----------------------------
     Name: Richard  Shore,  Jr.
           ---------------------------
     Title: President
            --------------------------


Address:

Rio Vista Energy Partners L.P.                   Telephone:   713-467-8253
820 Gessner Road                                 Telefax:     713-467-8258
Houston,  TX     77024

Accepted: September ___, 2004

RZB FINANCE LLC


By:  /s/ Pearl Geffers
     ---------------------------------
     Pearl Geffers

Title: First Vice President
        ------------------------------


By:  /s/  Griselda Alvizo
     ---------------------------------
     Griselda Alvizo

Title: Vice President
       -------------------------------


Address of RZB:

     RZB Finance LLC                             Telephone:   212-845-4113
     1133 Avenue of the Americas                 Telefax:     212-944-6387
     New York, New York 10036


                                      -11-
<PAGE>
                                   SCHEDULE A
                                   ----------


1.   Trade  Names  or  Trade  Styles  used  by  Obligor.
     --------------------------------------------------

None.


2.   Obligor's  Chief  Executive  Office.
     -----------------------------------

820 Gessner Road
Suite 1285
Houston, TX 77024

3.   All  Locations  of  Collateral.
     ------------------------------

Terminal/Pipeline facilities: Brownsville, Texas
Personal Property, intangibles, fixtures: Houston, Texas

Terminal/Pipeline facilities: Matamoros, Mexico
Storage facilities: Saltillo, Mexico
Office: Mexico City, Mexico


4.   All  Locations  of  Obligor's  Books  and  Records.
     --------------------------------------------------

Brownsville, Texas
El Segundo, California


                                      -12-
<PAGE>