<PAGE>   1
                                                                   EXHIBIT 10.11

[REGIONS BANK LOGO]

February 12, 2001

Mr. Lyle Stockstill
Mrs. Lana Hingle Stockstill
Torch Offshore, LLC
401 Whitney Ave., Suite 400
Gretna, LA 70056-2596

Dear Mr. and Mrs. Stockstill:

We are please to confirm that Regions Bank (hereinafter referred to as "Bank")
holds available an increase of $2,000,00 available on the working capital line
of credit to Torch Offshore, LLC. (hereinafter referred to as "Borrower"). If
accepted, the total amount available on the line of credit would be $8,000,000.
The purpose of this facility is to provide working capital. This agreement is
joined herein by Lyle Stockstill and Lana Hingle Stockstill as "Guarantors".

WORKING CAPITAL LINE OF CREDIT -- $8,000,000
--------------------------------------------

EXPIRATION DATE:         May 12, 2001

INTEREST RATE:           London Interbank Offered Rate (LIBOR) plus 300 Basis
                         Points adjusted monthly based on 30-day LIBOR rate for
                         the final day of the month. Accrued interest on actual
                         draws shall be due and payable monthly.

INDEBTEDNESS:            Debt under the line shall be evidenced by a Base Note
                         in the amount of $8,000,000 against which cash advances
                         may be made, at Bank's discretion, given availability
                         as defined below and upon written or verbal request
                         from Borrower. Borrower will supply to Bank prior to
                         the first draw in writing the names of those persons
                         authorized on behalf of Borrower to request funding.

COMMITMENT FEE:          Non-refundable fee in the amount of $10,000 which
                         represents 1/2% of the committed increase in the line.
                         Commitment fee is payable at loan closing.

AVAILABILITY:            Availability to borrow shall be determined on a
                         formula basis of 80% of current (less than 90 days old
                         and "ineligible receivables" subject to the 25% rule)
                         receivables provided total debt under this line does
                         not exceed $8,000,000 at any time. The 25% rule on
                         receivables shall be defined as follows: Any account
                         debtor with over 25% of the total receivable over 90
                         days old shall not be eligible for the total amount of
                         receivables owed to Borrower.
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Torch Offshore, LLC.
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               Borrower shall provide Bank on a monthly basis a properly
               executed Settlement Report certified to by an authorized
               corporate official along with a listing and aging of accounts
               receivable and an inventory listing. These documents shall be due
               within 10 days after each month end. Failure to provide these
               documents may result in the delay of advancement of additional
               funds until such time as the documents are received.

REPAYMENT:     (1)  Upon receipt, Borrower shall deposit all collections of
               accounts receivable in their original form into a Torch Offshore,
               LLC, assignee cash collateral account entitled "Regions Bank as
               Assignee of Accounts Receivable of Torch Offshore, LLC". Within
               two business days following such deposits, Bank will debit the
               account for a like amount and apply these funds as a principal
               reduction of the debt. However, if deemed necessary, the Bank
               reserves the right to hold funds in an uncollected status and
               apply them to the line of credit as regulated under the
               "Expedited Funds Availability Act". Should any deposit item be
               returned for non-payment, it shall be charged to Borrower's
               operating account.

               (2)  Borrower has the option in lieu of (1) above, to notify all
               of its customers to forward payment under any and all invoices to
               the following lock-box controlled by the Bank, "Torch Offshore,
               LLC., P.O. Box 15179, New Orleans, LA 70175". Should Borrower
               receive any payments directly from the customer, Borrower will
               deposit all of these collections in their original form into a
               Torch Offshore, LLC, assignee cash collateral account entitled
               "Regions Bank as Assignee of Accounts Receivable of Torch
               Offshore, LLC". All payments received through the lock box will
               also be deposited into the cash collateral account. The Bank
               will debit the cash collateral account and apply 100% of the
               proceeds to the line of credit as a principal reduction. Should
               any deposit item be returned for non-payment it shall be charged
               to the Borrower's operating account.

COLLATERAL:    (1) First position security interest in all chattel paper,
               accounts, contract and contract rights and inventory as evidenced
               by security agreement of even date.

               (2) Cross pledge of First Security interest on equipment to be
               purchased with Bank funds (reel equipment loan).

               (3) Cross pledge of assignment of life insurance for $1,000,000
               on the life of Lyle Stockstill.

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Torch Offshore, LLC.
2/12/01

               (4)Pledge of 3 Merrill Lynch brokerage accounts with marketable
               securities in an approximate amount of $900,000; accounts to be
               pledged to the personal guarantee of Lana Hingle Stockstill. This
               collateral will be released by Bank at such time that the total
               debt to tangible net worth of Borrower is 3 to 1 (see pages 7 and
               8) or less for 90 consecutive days, following submission of
               month-end financial statements and assuming no defaults under
               this agreement or the loan documents for this loan or any other
               outstanding loan at Bank.

               In addition, two collateral/documentation exceptions must be
               cured prior to release of collateral securing the personal
               guarantee.

                   1. The $1 Million life insurance policy on Lyle Stockstill
                      must be fully in place and properly pledged and
                      acknowledged to Bank.

                   2. The First Amendment to InterCreditor Agreement for
                      Subordination of Liens regarding the reel equipment loan
                      must be signed by Transamerica.

GUARANTORS:    Unconditional continuing personal guarantee of Lyle Stockstill
               and Lana Hingle Stockstill equal to the outstanding balances of
               Borrower including principal, interest and any other charges.

               Unconditional corporate guarantee of Torch, Inc. equal to the
               outstanding balances of Borrower, including principal, interest
               and any other charges.

SPECIFIC CONDITIONS OF FUNDING YOUR LINE OF CREDIT:

(Note: These conditions are outlined here to clarify the mechanics of how we
will fund your line of credit. This letter is not intended, however, to
supersede the legal documents associated with this line.)

Lendable equity in collateral is described as:

                80% of eligible accounts receivable of Borrower.

An operating account and a cash collateral account will be established. All
draws will be deposited to the operating account. The Borrower agrees to
deposit all proceeds in their original form from the collection of accounts
receivable into the cash collateral account. Bank will apply funds from the
cash collateral account to the line of credit to pay down the balance. Should
the line of credit be zero, it is understood that funds deposited to the Cash
Collateral Account will be transferred within two business days to the
Operating Account. If checks written on the operating account exceed the
balance in the account, or a sweep account tied to the operating account,



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Torch Offshore, LLC.
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Bank will fund on the line of credit (to the extent that the advance is covered
by eligible receivables and availability under the line of credit) to cover the
shortfall. Ineligible accounts receivable, which will be placed in "reserve" and
not be included on "eligible" accounts, are described as follows:

    (1)   Accounts over 90 days old
    (2)   Contra Accounts
    (3)   Foreign receivables
    (4)   Government receivables (state, local and federal)
    (5)   Affiliate receivables
    (6)   Credit memos
    (7)   Accounts subject to the 25% rule
    (8)   Consignments
    (9)   Retainages
   (10)   Progress Billings.
   (11)   Bill and Hold
   (12)   Concentrations - Bank reserves the right to limit its exposure in any
          one customer of (Borrower) to 25% of the committed balance on the line
          of credit. All Fortune 500 companies in good standing, to be
          determined by Bank, will be exempted from the concentration rule
          provided payment history of the Fortune 500 Company has been
          satisfactory.
   (13)   Accounts receivable from debtors that the Bank believes are in poor
          financial condition.
   (14)   Receivables relating to billings on bonded contracts or those subject
          to "super priority" liens under bankruptcy codes.

In addition, the Bank reserves the right to determine which accounts receivable
are eligible. Refusal by Regions Bank to accept any receivables as eligible
accounts for a loan shall not be deemed as a breach of agreement.

Whenever the balance on your line of credit exceeds lendable equity in
collateral as described above, we will notify you. You will then have ten (10)
days to correct this deficiency, either through bringing us additional
collateral or through reducing the balance on your line of credit to a level
sufficient to clear the deficit. This will be considered an event of default.
The Bank reserves the right to withhold future advances until the deficit in
question has been eliminated.

Under no circumstances are invoices to be presented to the undersigned as
collateral unless the service or work has been completed and the original
invoice has been presented to your customer for payment.

The above commitment is subject to a satisfactory audit of Borrower's accounts
receivable and inventory. The Bank will perform an audit of the books and
records of Borrower on a quarterly basis. The Bank has the right to waive an
audit at its sole discretion, however the waiving of any audit or audits will
not be considered a change to the frequency of future audits. Borrower agrees


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Torch Offshore, LLC.
2/12/01

to provide Bank with whatever data is necessary for Bank to prepare this audit.
As long as there is no event of default, Bank will normally give at least 48
hours notice of an audit, and Bank will make every effort to arrange a time
that is mutually agreeable. We may also (using the name Louisiana Accounting
Services or some other non-bank name), from time to time, verify your accounts
receivable.

OTHER CONDITIONS:

The foregoing line of credit (herein referred to as "the debt") is approved
with the understanding that, within 120 days after the close of the fiscal
year, Bank will be provided with an audited financial statement of Borrower and
a personal detailed financial statement on the Guarantor. A tax return of
Borrower and Guarantor is to be provided within 180 days after the close of the
fiscal year. A monthly in-house prepared balance sheet and operating statement
on Borrower is to be submitted to Bank as well.

The above commitment is contingent upon the maintenance of a financial
condition of Borrower and Guarantor satisfactory to Bank, and compliance with
the terms and conditions of the loan and collateral documents executed in
connection herewith.

Also, unless Bank otherwise consents in writing and so long as the debt to Bank
remains outstanding, Borrower and Guarantor each agree to:

     (1) Pay each note in accordance with the terms and conditions thereof;

     (2) Fully maintain the franchise of Borrower;

     (3) Provide Bank with certified copies of resolutions from the Borrower
         specifically authorizing execution of this agreement and the loan and
         collateral documents hereinabove referred to;

     (4) Duly pay and discharge, or cause to be paid and discharged all taxes,
         assessments, and other governmental charges lawfully imposed upon the
         property of Borrower or upon any part thereof, or upon the income or
         profits thereof and comply with all municipal, state and federal laws
         provided that Borrower reserves all of its rights to protest the
         payment of any such taxes, assessment and other governmental charges
         contested in good faith;

     (5) Duly comply with applicable statutes and pay all obligations which, if
         unpaid, might result in a lien, except those obligations which are
         being contested in good faith;

     (6) Maintain principal banking relationship of Borrower and Guarantor with
         Bank.

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Torch Offshore, LLC.
2/12/01

It is also further understood and agreed by Borrower and Guarantor that so long
as all or any part of the debt remains outstanding, Borrower and Guarantor will
not without Bank's prior written consent:

     (1) Other than the debt, create or suffer to exist any other mortgage or
         pledge, or hypothecate or create any other lien on any part of the
         pledged collateral;

     (2) Enter into any merger, consolidation, or major expansion, make any
         investment, create any subsidiaries, or sell or lease any significant
         portion of Borrower's assets, whether it be to a related company, or
         any other entity, or effect any change in the ownership of Borrower;

     (3) Create, incur, assume, or have outstanding any new indebtedness over
         $500,000 in the aggregate other than indebtedness to Borrower's
         suppliers of material, labor, services as incurred in the ordinary
         course of Borrower's business.

The Borrower agrees to give immediate notice to the Bank of (1) any litigation
or proceeding in which any of them is a party if an adverse decision therein
would require them to pay over more than $50,000 or deliver assets the value of
which exceeds such sum (whether or not the claim is considered to be covered by
insurance); and (2) the institution of any other suit or proceeding involving
any of them that might materially and adversely affect their operations,
financial condition, property or business.

If any one or more of the following events, herein called "Events of Default",
shall occur and be continuing for a period of 10 days without cure, the
principal and the accrued interest on all indebtedness under the agreement
shall become immediately due and payable upon demand of Bank:

     (a) Borrower shall default in the payment of any principal or interest,
         when due under any notice that evidences any sum payable by Borrower
         under this agreement; or

     (b) Default by Borrower in the due observance and performance of any other
         covenant, agreement, undertaking or condition expressed or contained in
         this Loan Agreement, or any prior agreement, or in any documents
         provided for herein or in connection herewith, or default by any person
         (authorized corporate officer or appointee) or Guarantor in the due
         observance and performance of any covenant, undertaking, agreement or
         condition contained in any documents executed and delivered to Bank in
         order to induce it to enter into this Loan Agreement or any prior
         agreement; or

     (c) Any representation or warranty made herein or made on any certificate
         furnished to or to be furnished to Bank hereunder or made in any
         instrument delivered pursuant hereto shall prove to have been
         materially incorrect; or


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Torch Offshore, LLC.
2/12/01

     (d) Borrower shall voluntarily suspend transaction of its business for more
         than one month; or become insolvent or be unable to pay its debts as
         they mature; or file a voluntary petition in bankruptcy; or file a
         voluntary petition seeking reorganization; or effect a plan or other
         arrangement with creditors; or file an answer admitting jurisdiction of
         the court and the material allegations of an involuntary petition filed
         pursuant to any act of Congress relating to bankruptcy; or make an
         assignment for benefit of creditors; or apply for consent to the
         appointment of any receiver or trustee for itself or of all or any
         substantial portion of its property; or

     (e) An order shall be entered pursuant to any act of Congress relating to
         Bankruptcy or to any act purporting to be amendatory thereof approving
         an involuntary petition seeking reorganization of Borrower, or an order
         of any court shall be entered appointing any receiver or trustee for
         Borrower or any receiver or trustee of all or any substantial portion
         of the property of Borrower, or a writ or warrant of attachment or any
         similar process shall be issued by any court against property of
         Borrower, and such order approving petition seeking reorganization or
         appointing a receiver or trustee is not vacated or stayed or such writ,
         warrant of attachment of any similar process is not released or bonded
         within sixty (60) days after its entry or levy; or

     (f) The Borrower shall fail to pay any indebtedness due any third persons
         and such failure shall continue beyond any applicable grace period, or
         the Borrower shall suffer to exist any other event of default under any
         agreement binding the Borrower; or

     (g) The Borrower shall suffer final judgments for payment of money
         aggregating in excess of $10,000 and shall not discharge the sale
         within a period of thirty (30) days unless, pending further
         proceedings, execution has not been commenced or if commenced, has been
         effectively stayed; or

     (h) A judgment creditor of the Borrower shall obtain possession of any of
         the collateral by any means, including, but without limitation, levy,
         replevin, or self help; or

     (i) The validity or enforceability of this Agreement, the Notes, the
         Guaranties, or the collateral documents shall be contested by the
         Borrower, or the Borrower shall deny that it has any or future
         liability or obligation hereunder or thereunder.

     (j) Borrower fails to maintain (unless specifically waived in writing by
         Bank) the following financial ratios as compiled in accordance with
         generally accepted accounting principles:

         (i)   Total debt to Tangible Net Worth not to exceed 3 to 1.
         (ii)  Minimum debt service ratio for a trailing 4-quarter period of not
               less than 1.2 computed as of the end of each quarter.
         (iii) Minimum Tangible Net Worth of $10 Million.


<PAGE>   8
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Torch Offshore, L.L.C.
2/12/01


     The debt service ratio will be computed by taking net income plus
     depreciation plus interest expense plus any other non-cash charges and
     dividing by current maturities of long-term debt plus interest expense.

     Tangible Net Worth is the Borrower's Net Worth as reflected on the
     Borrower's financial statements prepared in accordance with General
     Accepted Accounting Principles (GAAP) but excluding:

     1) Any assets ordinarily classified as intangible in accordance with GAAP.
     2) Any accounts due from Officers, Shareholders or Affiliates.

Upon the occurrence of any event of default hereunder, Bank shall have no
further obligation to continue the line of credit or to make any further
advances hereunder.

In the event of default under any condition of the loan, we have the right to
visit your place of business for the purpose of inspecting the books and
records at a time and frequency at our discretion. In this event, you agree to
allow us access to all financial records, agings, bank statements, invoices,
and payment records generated by Borrower, to allow us to obtain copies of any
invoices, agings or payment records we deem necessary, and agree to allow us to
instruct your customers to remit payment on your behalf to the Bank.

To the extent that any terms and provisions of any promissory notes, security
agreements, guaranty or other documents executed by Borrower or any Guarantor
in connection with the line of credit are inconsistent with the terms and
provisions of this agreement, this agreement shall govern. On the other hand,
if any terms and provisions of the line of credit documents are not
specifically covered by the terms and provisions of this agreement, then the
line of credit documents shall govern.

This commitment may not be assigned or otherwise transferred. If this
commitment is acceptable to you, please sign at the space indicated below and
on the enclose duplicate attached hereto and return same to us at:

                    Regions Bank
                    301 St. Charles Avenue
                    New Orleans, Louisiana 70130

This offer will expire 30 days from the date hereof, unless we receive your
acceptance on or before that date.

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Torch Offshore, LLC.
2/12/01

We sincerely appreciate this opportunity to handle Torch Offshore, LLC's banking
needs; our relationship with your fine organization will certainly be a valued
one, and we hope that you will continue to call on us whenever we may be of
service.

Sincerely,

REGIONS BANK


/s/ Jorge E. Goris
Jorge E. Goris
Senior Vice President

JEG:lch


We hereby accept and agree with the terms and conditions as outlined above on
this the 12th day of February, 2001.


TORCH OFFSHORE, LLC


/s/ Lyle Stockstill
----------------------------------------
Lyle Stockstill, Manager/Chairman and Chief Executive Officer


/s/ Lana Hingle Stockstill
----------------------------------------
Lana Hingle Stockstill, Manager


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Torch Offshore, LLC.
2/12/01

                             CONSENT AND AGREEMENT

The undersigned do/does hereby join in the execution of this loan agreement for
the purpose of (i) manifesting his/their approval of the terms and conditions
hereof and (ii) consenting and agreeing to the provisions hereof concerning the
guaranty agreement and any representations and warranties, affirmative covenants
and negative covenants herein that expressly relate to any or all of the
undersigned.

/s/ Lyle Stockstill
----------------------------------------
Lyle Stockstill


/s/ Lana Hingle Stockstill
----------------------------------------
Lana Hingle Stockstill


TORCH, INC.


/s/ Lyle Stockstill
----------------------------------------
Lyle Stockstill, Chief Executive Officer


/s/ Lana Hingle Stockstill
----------------------------------------
Lana Hingle Stockstill, Secretary

<PAGE>   11
                                   [REGIONS(R)
                                       BANK LOGO]
                                PROMISSORY NOTE
<TABLE>
<S>            <C>            <C>            <C>       <C>       <C>            <C>       <C>       <C>
Principal      Loan Date      Maturity       Loan No.  Call      Collateral     Account   Officer   Initials
$8,000,000.00  02-12-2001     05-12-2001     0001165   590       4635           5439329   L32
</TABLE>

References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.

<TABLE>
<S>                                                       <C>
Borrower: TORCH OFFSHORE, L.L.C. (TIN: 72-1471586)        Lender:   Regions Bank TIN: 63-0371391
          401 WHITNEY AVENUE SUITE 400                              Commercial Lending
          GRETNA, LA 70056-2503                                     301 St. Charles Avenue
                                                                    3rd Floor
                                                                    New Orleans, LA 70130

=================================================================================================
</TABLE>

<TABLE>
<S>                                <C>                       <C>
Principal Amount: $8,000,000.00    Initial Rate: 8.625%      Date of Note: February 12, 2001
</TABLE>

PROMISE TO PAY. TORCH OFFSHORE, L.L.C. ("Borrower") promises to pay to the
order of Regions Bank ("Lender"), in lawful money of the United States of
America the sum of Eight Million & 00/100 Dollars (U.S. $8,000,000.00) or such
other or lesser amounts as may be reflected from time to time on the books and
records of Lender as evidencing the aggregate unpaid principal balance of loan
advances made to Borrower on a revolving line of credit basis as provided
below, together with simple interest assessed on a variable rate basis at the
rate per annum equal to 3.000 percentage points over the Index provided below,
as the Index under this Note may be adjusted from time to time, one or more
times, with interest being assessed on the unpaid principal balance of this
Note as outstanding from time to time, commencing on February 12, 2001 and
continuing until this Note is paid in full.

LINE OF CREDIT. This Note evidences a revolving line of credit "master note".
Advances under this Note, as well as directions for payment from Borrower's
accounts, may be requested orally or in writing by Borrower or by an authorized
person. Lender may, but need not, require that all oral requests be confirmed
in writing. The following party or parties are authorized to request advances
under the line of credit until Lender receives from Borrower at Lender's
address shown above written notice of revocation of their authority: LYLE
STOCKSTILL (SSN:###-##-####) and LANA HINGLE STOCKSTILL (SSN:###-##-####).
Borrower agrees to be liable for all sums either: (a) advanced in accordance
with the instructions of an authorized person or (b) credited to any of
Borrower's deposit accounts with Lender. The unpaid principal balance owing on
this Note at any time may be evidenced by endorsements on this Note or by
Lender's internal records, including daily computer print-outs. Lender will
have no obligation to advance funds under this Note if: (a) Borrower or any
guarantor is in default under the terms of this Note or any agreement that
Borrower or any guarantor has with Lender, including any agreement made in
connection with the signing of this Note; (b) Borrower or any guarantor ceases
doing business or is insolvent; (c) any guarantor seeks, claims or otherwise
attempts to limit, modify or revoke such guarantor's guarantee of this Note or
any other loan with Lender; (d) Borrower has applied funds provided pursuant to
this Note for purposes other than those acceptable to Lender; or (e) Lender in
good faith deems itself insecure under this Note or any other agreement
between Lender and Borrower.

PAYMENT. Borrower will pay this loan on demand, or if no demand is made, in one
payment of all outstanding principal plus all accrued unpaid interest on May
12, 2001. In addition, Borrower will pay regular monthly payments of accrued
unpaid interest beginning March 12, 2001, and all subsequent interest payments
are due on the same day of each month after that until this Note is paid in
full. The annual interest rate for this Note is computed on a 365/360 basis:
that is, by applying the ratio of the annual interest rate over a year of 360
days, multiplied by the outstanding principal balance, multiplied by the actual
number of days the principal balance is outstanding. Borrower will pay Lender at
Lender's address shown above or at such other place as Lender may designate in
writing. Unless otherwise agreed or required by applicable law, payments will
be applied first to accrued unpaid interest, then to principal, and any
remaining amount to any unpaid collection costs and late charges.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change
from time to time based on changes in an independent index which is the London
Interbank Offered Rate (LIBOR) for one (1) month contracts as published in the
"Money Rates" column of The Wall Street Journal on the last business day of
each month, with an effective date of the first calendar day of the following
month (such effective date for the initial index for this loan to further serve
as the commencement date of the initial rate change period identified below)
(the "Index"). The Index is not necessarily the lowest rate charged by Lender
on its loans. If the Index becomes unavailable during the term of this loan,
Lender may designate a substitute index after notice to Borrower. Lender will
tell Borrower the current Index rate upon Borrower's request. Borrower
understands that Lender may make loans based on other rates as well. The
interest rate change will not occur more often than each month. The Index
currently is 5.625% per annum. The interest rate to be applied to the unpaid
principal balance of this Note will be at a rate of 3.000 percentage points
over the Index, resulting in an initial rate of 8.625% per annum. Under no
circumstances will the interest rate on this Note be more than the maximum rate
allowed by applicable law.

PREPAYMENT. Borrower may prepay this Note in full at any time by paying the
then unpaid principal balance of this Note, plus accrued simple interest and
any unpaid late charges through date of prepayment. If Borrower prepays this
Note in full, or if Lender accelerates payment, Borrower understands that,
unless otherwise required by law, any prepaid fees or charges will not be
subject to rebate and will be earned by Lender at the time this Note is signed.
Unless otherwise agreed to in writing, early payments under this Note will not
relieve Borrower of Borrower's obligation to continue to make regularly
scheduled payments under the above payment schedule. Early payments will
instead reduce the principal balance due, and Borrower may be required to make
fewer payments under this Note.

LATE CHARGE. If Borrower fails to pay any payment under this Note in full
within 10 days of when due, Borrower agrees to pay Lender a late payment fee in
an amount equal to 5.000% of the unpaid amount of the payment, or U.S. $500.00,
whichever is less. Late charges will not be assessed following declaration of
default and acceleration of maturity of this Note.

DEFAULT. The following actions and/or inactions shall constitute default
events under this Note:

     DEFAULT UNDER THIS NOTE. Should Borrower default in the payment of
     principal and/or interest under this Note.

     DEFAULT UNDER SECURITY AGREEMENTS. Should Borrower or any guarantor
     violate, or fail to comply fully with any of the terms and conditions of,
     or default under and security right, instrument, document, or agreement
     directly or indirectly securing repayment of this Note.

     OTHER DEFAULTS IN FAVOR OF LENDER. Should Borrower or any guarantor of this
     Note default under any other loan, extension of credit, security right,
     instrument, document, or agreement, or obligation in favor of Lender.

     DEFAULT IN FAVOR OF THIRD PARTIES. Should Borrower or any guarantor default
     under any loan, extension of credit, security agreement, purchase or
     sales agreement, or any other agreement, in favor of any other creditor or
     person that may affect any property or other collateral directly or
     indirectly securing repayment of this Note.

     INSOLVENCY. Should the suspension, failure or insolvency, however
     evidenced, of Borrower or any guarantor of this Note occur or exist.

     DEATH OR INTERDICTION. Should any guarantor of this Note die or be
     interdicted.

     READJUSTMENT OF INDEBTEDNESS. Should proceedings for readjustment of
     indebtedness, reorganization, bankruptcy, composition or extension under
     any insolvency law be brought by or against Borrower or any guarantor.

     ASSIGNMENT FOR BENEFIT OF CREDITORS. Should Borrower or any guarantor file
     proceedings for a respite or make a general assignment for the benefit of
     creditors.

     RECEIVERSHIP. Should a receiver of all or any part of Borrower's property,
     or the property of any guarantor, be applied for or appointed.

     DISSOLUTION PROCEEDINGS. Should proceedings for the dissolution or
     appointment of a liquidator of Borrower or any guarantor be commenced.

     FALSE STATEMENTS. Should any representation, warranty, or material
     statement of Borrower or any guarantor made in connection with the
     obtaining of the loan evidenced by this Note or any security agreement
     directly or indirectly securing repayment of this Note, prove to be
     incorrect or misleading in any respect.

     MATERIAL ADVERSE CHANGE. Should any material adverse change occur in the
     financial condition of Borrower or any guarantor of this Note or should any
     material discrepancy exist between the financial statements submitted by
     Borrower or any guarantor and the actual financial condition of Borrower or
     such guarantor.

     INSECURITY. Should Lender deem itself to be insecure with regard to
     repayment of this Note.

LENDER'S RIGHT UPON DEFAULT. Should any one or more default events occur or
exist under this Note as provided above, Lender shall have the right, at its
sole option, to declare formally this Note to be in default and to accelerate
the maturity and insist upon immediate payment in full of the unpaid principal
balance then outstanding under this Note, plus accrued interest, together with
reasonable attorneys' fees, costs,
<PAGE>   12
02-12-2001                      PROMISSORY NOTE                           PAGE 2
LOAN NO 0001165                    (CONTINUED)
================================================================================

expenses and other fees and charges as provided herein. Lender shall have the
further right, again at its sole option, to declare formal default and to
accelerate the maturity and to insist upon immediate payment in full of each and
every other loan, extension of credit, debt, liability and/or obligation of
every nature and kind that Borrower may then owe to Lender, whether direct or
indirect or by way of assignment, and whether absolute or contingent, liquidated
or unliquidated, voluntary or involuntary, determined or undetermined, secured
or unsecured, whether Borrower is obligated alone or with others on a "solidary"
or "joint and several" basis, as a principal obligor or otherwise, all without
further notice or demand, unless Lender shall otherwise elect.

ATTORNEYS' FEES. If Lender refers this Note to an attorney for collection, or
files suit against Borrower to collect this Note, or if Borrower files for
bankruptcy or other relief from creditors, Borrower agrees to pay Lender's
reasonable attorneys' fees in an amount not exceeding 25.000% of the unpaid debt
then owing under this Note.

DEPOSIT ACCOUNTS. As collateral security for repayment of this Note and all
renewals and extensions, as well as to secure any and all other loans, notes,
indebtedness and obligations that Borrower (or any of them) may now and in the
future owe to Lender or incur in Lender's favor, whether direct or indirect,
absolute or contingent, due or to become due, of any nature and kind whatsoever
(with the exception of any indebtedness under a consumer credit card account),
Borrower is granting Lender a continuing security interest in any and all funds
that Borrower may now and in the future have on deposit with Lender or in
certificates of deposit or other deposit accounts as to which Borrower is an
account holder (with the exception of IRA, pension, and other tax-deferred
deposits). Borrower further agrees that Lender may at any time apply any funds
that Borrower may have on deposit with Lender or in certificates of deposit or
other deposit accounts as to which Borrower is an account holder against the
unpaid balance of this Note and any and all other present and future
indebtedness and obligations that Borrower (or any of them) may then owe to
Lender, in principal, interest, fees, costs, expenses, and attorneys' fees.

COLLATERAL. This Note is secured by: Three Merrill Lynch Securities Accounts
dated September 12, 2000, executed by Lana Hingle, Two Life Insurance Policy's,
and UCC/Accounts Receivable, Inventory and Equipment. Collateral securing other
loans with Lender may also secure this Note as the result of
cross-collateralization.

ARBITRATION. LENDER AND BORROWER AGREE THAT ALL DISPUTES, CLAIMS AND
CONTROVERSIES BETWEEN THEM, WHETHER INDIVIDUAL, JOINT, OR CLASS IN NATURE,
ARISING FROM THIS NOTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION CONTRACT AND
TORT DISPUTES, SHALL BE ARBITRATED PURSUANT TO THE RULES OF THE AMERICAN
ARBITRATION ASSOCIATION, UPON REQUEST OF EITHER PARTY. No act to take or dispose
of or foreclose upon any collateral securing this Note shall constitute a waiver
of this arbitration agreement or be prohibited by this arbitration agreement.
This includes, without limitation, obtaining injunctive relief or a temporary
restraining order; invoking a power of sale under any deed of trust or mortgage;
obtaining a writ of attachment or imposition of a receiver; or exercising any
rights relating to personal property, including taking or disposing of such
property with or without judicial process pursuant to Louisiana Commercial Laws
(La. R.S. 10: 9-101, et seq.). Any disputes, claims, or controversies concerning
the lawfulness or reasonableness of any act, or exercise of any right,
concerning any collateral securing this Note, including any claim to rescind,
reform, or otherwise modify any agreement relating to the collateral securing
this Note, shall also be arbitrated, provided however that no arbitrator shall
have the right or the power to enjoin or restrain any act of any party. Judgment
upon any award rendered by any arbitrator may be entered in any court having
jurisdiction. Nothing in this Note shall preclude any party from seeking
equitable relief from a court of competent jurisdiction. The statute of
limitations, estoppel, waiver, laches, and similar doctrines which may otherwise
be applicable in an action brought by a party shall be applicable in any
arbitration proceeding, and the commencement of an arbitration proceeding shall
be deemed the commencement of an action for these purposes. The Federal
Arbitration Act shall apply to the construction, interpretation, and enforcement
of this arbitration provision.

FINANCIAL STATEMENTS. Borrower agrees to provide Lender with such financial
statements and other related information at such frequencies and in such detail
as Lender may reasonably request.

GOVERNING LAW. Borrower agrees that this Note and the loan evidenced hereby
shall be governed under the laws of the State of Louisiana. Specifically, this
business or commercial Note is subject to La. R.S. 9:3509 et seq.

YEAR 2000 WARRANTY. Borrower warrants and represents that Borrower has (i)
undertaken a detailed inventory, review, and assessment of all areas within its
business and operations that could be adversely affected by the failure of the
Borrower to be Year 2000 compliant on a timely basis, (ii) developed a detailed
plan and timeline for becoming Year 2000 compliant on a timely basis, (iii)
implemented and will continue to implement that plan in accordance with the
timeline in all material respects, and (iv) evaluated and will continue to
evaluate, by written inquiry each of its suppliers, vendors, and customers as to
whether such persons will, on a timely basis, be Year 2000 compliant. All
hardware, software, and equipment utilized by Borrower in conduct of its
business ("System") will record, store, process, and present calendar dates
falling on or after January 1, 2000, and all information pertaining to such
calendar dates, in the same manner and with the same functionality as the System
does respecting calendar dates falling before December 31, 1999. Further,
Borrower warrants and represents that the System has or shall have all
appropriate century-aware or year 2000 compliant data. Borrower also warrants
and represents that the data-related user interface functions, data-fields, and
data-related program instructions and functions of the System include or shall
include the indication of the century.

ONLINE ADVANCES. In addition to the foregoing methods of requesting advances, if
Borrower has enrolled in Regions Online Banking, Borrower may request advances
via electronic instructions through Regions Online Banking, subject to the terms
of the Regions Online Banking Agreement and Disclosure Statement in effect from
time to time, and in such event Borrower agrees that Borrower shall be liable
for all sums advanced on this Note through Regions Online Banking
notwithstanding the designation herein of a specific party or specific parties
for the purpose of requesting advances.

WAIVERS. Borrower and each guarantor of this Note hereby waive demand,
presentment for payment, protest, notice of protest and notice of nonpayment,
and all pleas of division and discussion, and severally agree that their
obligations and liabilities to Lender hereunder shall be on a "solidary" or
"joint and several" basis. Borrower and each guarantor further severally agree
that discharge or release of any party who is or may be liable to Lender for the
indebtedness represented hereby, or the release of any collateral directly or
indirectly securing repayment hereof, shall not have the effect of releasing any
other party or parties, who shall remain liable to Lender, or of releasing any
other collateral that is not expressly released by Lender. Borrower and each
guarantor additionally agree that Lender's acceptance of payment other than in
accordance with the terms of this Note, or Lender's subsequent agreement to
extend or modify such repayment terms, or Lender's failure or delay in
exercising any rights or remedies granted to Lender, shall likewise not have the
effect of releasing Borrower or any other party or parties from their respective
obligations to Lender, or of releasing any collateral that directly or
indirectly secures repayment hereof. In addition, any failure or delay on the
part of Lender to exercise any of the rights and remedies granted to Lender
shall not have the effect of waiving any of Lender's rights and remedies. Any
partial exercise of any rights and/or remedies granted to Lender shall
furthermore not be construed as a waiver of any other rights and remedies; it
being Borrower's intent and agreement that Lender's rights and remedies shall be
cumulative in nature. Borrower and each guarantor further agree that, should any
default event occur or exist under this Note, any waiver or forbearance on the
part of Lender to pursue the rights and remedies available to Lender, shall be
binding upon Lender only to the extent that Lender specifically agrees to any
such waiver or forbearance in writing. A waiver or forbearance on the part of
Lender as to one default event shall not be construed as a waiver or forbearance
as to any other default. Borrower and each guarantor of this Note further agree
that any late charges provided for under this Note will not be charges for
deferral of time for payment and will not and are not intended to compensate
Lender for a grace or cure period, and no such deferral, grace or cure period
has or will be granted to Borrower in return for the imposition of any late
charge. Borrower recognizes that Borrower's failure to make timely payment of
amounts due under this Note will result in damages to Lender, including but not
limited to Lender's loss of the use of amounts due, and Borrower agrees that any
late charges imposed by Lender hereunder will represent reasonable compensation
to Lender for such damages. Failure to pay in full any installment or payment
timely when due under this Note, whether or not a late charge is assessed, will
remain and shall constitute an Event of Default hereunder.

SUCCESSORS AND ASSIGNS LIABLE. Borrower's and each guarantor's obligations and
agreements under this Note shall be binding upon Borrower's and each guarantor's
respective successors, heirs, legatees, devisees, administrators, executors and
assigns. The rights and remedies granted to Lender under this Note shall inure
to the benefit of Lender's successors and assigns, as well as to any subsequent
holder or holders of this Note.

CAPTION HEADINGS. Caption headings of the sections of this Note are for
convenience purposes only and are not to be used to interpret or to define their
provisions. In this Note, whenever the context so requires, the singular
includes the plural and the plural also includes the singular.

SEVERABILITY. If any provision of this Note is held to be invalid, illegal or
unenforceable by any court, that provision shall be deleted from this Note and
the balance of this Note shall be interpreted as if the deleted provision never
existed.

PRIOR NOTE. Renewal of your note to us dated September 12, 2000. This does not
satisfy or in any way discharge the existing debt under that note, nor does it
release any security identified in that note.
<PAGE>   13
 02-12-2001                      PROMISSORY NOTE                         Page 3
 Loan No 0001165                   (Continued)

================================================================================

 PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
 THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. LENDER AND BORROWER
 HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR
 COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER.

 BORROWER:

 TORCH OFFSHORE, L.L.C.

 X /s/ LYLE STOCKSTILL
  --------------------
  LYLE STOCKSTILL CEO

================================================================================
Simple. Variable Rate. Line of Credit.    LASER PRO. Reg. U.S. Pat. & T.M. Off.,
Ver. 3.29a (C) Concentrex 2001 All rights reserved. ILA-D20 E3.29 0001165.LN
C2.OVLI

<PAGE>   14
[REGIONS BANK LOGO]                 CHECKING DEBIT                DATE   2-13-01
                                                                        --------
                                                                  BANK #     041
                                                                        --------
Name       Torch Offshore                Signature   /s/ Lindy Hall
     -----------------------------------           -----------------------------

--------------------------------------------------------------------------------
                          doc. prep fee - 2mm increase
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                 ACCOUNT NUMBER                           AMOUNT
                                  * 4105081238                            $50.00
                              5265172 1 9990 0560



[REGIONS BANK LOGO]                 CHECKING DEBIT                DATE   2-13-01
                                                                        --------
                                                                  BANK #     041
                                                                        --------
Name       Torch Offshore                Signature  /s/ Lindy Hall
     -----------------------------------           -----------------------------

--------------------------------------------------------------------------------
                         commitment fee - 2mm increase
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                 ACCOUNT NUMBER                           AMOUNT
                                  * 4105081238                         $10000.00
                              5265171 1 9990 0560

<PAGE>   15

                             [REGIONS(R) BANK LOGO]

                     DISBURSEMENT REQUEST AND AUTHORIZATION

<TABLE>
<CAPTION>
         --------------------------------------------------------------------------------------------
            Principal    Loan Date   Maturity   Loan No  Call  Collateral  Account  Officer  Initials
         $8,000,000.00  02-12-2001  05-12-2001  0001165  590      4635     5439329    L32
         --------------------------------------------------------------------------------------------
<S>      <C>
          References in the shaded are for Lender's use only and do not limit the applicability
          of this document to any particular loan or item.
         --------------------------------------------------------------------------------------------
</TABLE>

Borrower: TORCH OFFSHORE, L.L.C.        Lender: Regions Bank TIN: 63-0371391
           (TIN: 72-1471586)                    Commercial Lending
          401 WHITNEY AVENUE SUITE 400          301 St. Charles Avenue
          GRETNA, LA 70056-2503                 3rd Floor
                                                New Orleans, LA 70130
================================================================================

LOAN TYPE. This is a Variable Rate (3.000% over London Interbank Offered Rate
(LIBOR) for one (1) month contracts as published in the "Money Rates" column of
The Wall Street Journal on the last business day of each month, with an
effective date of the first calendar day of the following month (such effective
date for the initial index for this loan to further serve as the commencement
date of the initial rate change period identified below), making an initial rate
of 8.625%), Revolving Line of Credit Loan to a Limited Liability Company for
$8,000,000.00 due on May 12, 2001. This is a secured renewal of the following
described indebtedness: Renewal of your note to us dated September 12, 2000.
This does not satisfy or in any way discharge the existing debt under that note,
nor does it release any security identified in that note.

PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for:

       [ ] Personal, Family, or Household Purposes or Personal Investment.

       [X] Business (Including Real Estate Investment).

SPECIFIC PURPOSE. The specific purpose of this loan is: increase working
capital line of credit.

DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be
disbursed until all of Lender's conditions for making the loan have been
satisfied. Please disburse the loan proceeds of $8,000,000.00 as follows:

          Undisbursed Funds:                           $3,502,972.11

          Amount paid to others on Borrower's behalf:  $4,497,027.89
          Lender may retain a portion of certain of
          these amounts, $4,497,027.89 to Regions
          Bank Show Loan #5439329-0002
                                                       -------------

          Note Principal:                              $8,000,000.00

CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the
following charges:

          Prepaid Finance Charges Paid in Cash:        $   10,050.00
               $50.00 Documentation Fee
               $10,000.00 Commitment Fee
                                                       -------------

          Total Charges Paid in Cash:                  $   10,050.00

AUTOMATIC PAYMENTS. Borrower hereby authorizes Lender automatically to deduct
from Borrower's account numbered 4105081238 the amount of any loan payment. If
the funds in the account are insufficient to cover any payment. Lender shall
not be obligated to advance funds to cover the payment. At any time and for any
reason, Borrower or Lender may voluntarily terminate Automatic Payments.

FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND
WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND
THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL
CONDITION AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER.
THIS AUTHORIZATION IS DATED FEBRUARY 12, 2001.

BORROWER:

TORCH OFFSHORE, L.L.C.

x /s/ Lyle Stockstill CEO
 ------------------------------------------
  LYLE STOCKSTILL CEO

================================================================================
<PAGE>   16
                              COMMERCIAL GUARANTY


PRINCIPAL LOAN DATE MATURITY LOAN NO CALL COLLATERAL ACCOUNT OFFICER INITIALS
                                     590    4635     5439329   L32
--------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.

BORROWER:  TORCH OFFSHORE, L.L.C.
              (TIN: 72-1471586)             Lender: Regions Bank TIN: 63-0371391
           401 WHITNEY AVENUE SUITE 400             Commercial Lending
           GRETNA, LA 70056-2503                    301 St. Charles Avenue
                                                    3rd Floor
GUARANTOR: TORCH, INC. (TIN: 72-0825211)            New Orleans, LA 70130
           401 WHITNEY AVENUE SUITE 400
           GRETNA, LA 70056
--------------------------------------------------------------------------------
AMOUNT OF GUARANTY. The amount of this Guaranty is Unlimited.

DEFINITIONS. The following terms shall have the following meanings when used in
             this Agreement:

  AGREEMENT. The word "Agreement" means this Guaranty Agreement as this
  Agreement may be amended or modified from time to time.

  BORROWER. The word "Borrower" means individually, collectively and
  interchangeably TORCH OFFSHORE, L.L.C..

  GUARANTOR. The word "Guarantor" means individually, collectively and
  interchangeably TORCH, INC. (TIN: 72-0825211) and all other persons
  guaranteeing payment and satisfaction of Borrower's Indebtedness as
  hereinafter defined.

  INDEBTEDNESS. The word "Indebtedness" means individually, collectively,
  interchangeably and without limitation any and all present and future loans,
  loan advances, extensions of credit, obligations and/or liabilities that
  Borrower may now and/or in the future owe to and/or incur in favor of Lender,
  whether direct or indirect, or by way of assignment or purchase of a
  participation interest, and whether absolute or contingent, voluntary or
  involuntary, determined or undetermined, liquidated or unliquidated, due or to
  become due, secured or unsecured, and whether Borrower may be liable
  individually, jointly or solidarily with others, whether primarily or
  secondarily, or as a guarantor or otherwise, and whether now existing or
  hereafter arising, of every nature and kind whatsoever, in principal,
  interest, costs, expenses and attorneys' fees and other fees and charges,
  including without limitation Borrower's indebtedness and obligations under a
  certain promissory note in favor of Lender dated February 12, 2001 in the
  fixed principal amount of U.S. $8,000,000.00. In addition, all interest
  thereon, costs, expenses, attorneys' fees and other fees and charges related
  thereto under Borrower's Indebtedness shall be fully guaranteed hereunder.

  LENDER. The word "Lender" means Regions Bank, Commercial Lending TIN:
  63-0371391, its successors and assigns, and any subsequent holder or holders
  of Borrower's Indebtedness.

GUARANTEE OF BORROWER'S INDEBTEDNESS. Guarantor hereby absolutely and
unconditionally agrees to, and by these presents does hereby, guarantee the
prompt and punctual payment, performance and satisfaction of any and all of
Borrower's present and future Indebtedness in favor of Lender.

CONTINUING GUARANTY. THIS IS A CONTINUING GUARANTY AGREEMENT UNDER WHICH
GUARANTOR AGREES TO GUARANTEE PAYMENT OF BORROWER'S PRESENT AND FUTURE
INDEBTEDNESS IN FAVOR OF LENDER ON A CONTINUING BASIS. Guarantor's obligations
and liability under this Agreement shall be open and continuous in effect.
Guarantor intends to and does hereby guarantee at all times the prompt and
punctual payment, performance and satisfaction of all of Borrower's present and
future Indebtedness in favor of Lender. Accordingly, any payments made on
Borrower's Indebtedness will not discharge or diminish the obligations and
liability of Guarantor under this Agreement for any remaining and succeeding
Indebtedness of Borrower in favor of Lender. To the extent that Guarantor is or
may become a Member/Owner of Borrower, Guarantor agrees that, notwithstanding
the provisions of La. R.S. 12:1320, Guarantor shall be liable under this
Agreement for Borrower's Indebtedness in favor of Lender.

JOINT, SEVERAL AND SOLIDARY LIABILITY. Guarantor's obligations and liability
under this Agreement shall be on a "solidary" or "joint and several" basis along
with Borrower to the same degree and extent as if Guarantor had been and/or will
be a co-borrower, co-principal obligor and/or co-maker of Borrower's
Indebtedness. In the event that there is more than one Guarantor under this
Agreement, or in the event that there are other guarantors, endorsers or
sureties of all or any portion of Borrower's Indebtedness, Guarantor's
obligations and liability hereunder shall further be on a "solidary" or "joint
and several" basis along with such other guarantors, endorsers and/or sureties.

DURATION OF GUARANTY. This Agreement and Guarantor's obligations and liability
hereunder shall remain in full force and effect until such time as this
Agreement may be cancelled or otherwise terminated by Lender under a written
cancellation instrument in favor of Guarantor (subject to the automatic
reinstatement provisions hereinbelow). It is anticipated that fluctuations may
occur in the aggregate amount of Borrower's Indebtedness guaranteed under this
Agreement and it is specifically acknowledged and agreed to by Guarantor that
reductions in the amount of Borrower's Indebtedness, even to zero ($0.00)
dollars, prior to Lender's written cancellation of this Agreement, shall not
constitute or give rise to a termination of this Agreement.

CANCELLATION OF AGREEMENT: EFFECT. Unless otherwise indicated under such a
written cancellation instrument, Lender's agreement to terminate or otherwise
cancel this Agreement shall affect only, and shall be expressly limited to,
Guarantor's continuing obligations and liability to guarantee Borrower's
Indebtedness incurred, originated and/or extended (without prior commitment)
after the date of such a written cancellation instrument; with Guarantor
remaining fully obligated and liable under this Agreement for any and all of
Borrower's Indebtedness incurred, originated, extended, or committed to prior
to the date of such a written cancellation instrument. Nothing under this
Agreement or under any other agreement or understanding by and between Guarantor
and Lender, shall in any way obligate, or be construed to obligate, Lender to
agree to the subsequent termination or cancellation of Guarantor's obligations
and liability hereunder; it being fully understood and agreed to by Guarantor
that Lender has and intends to continue to rely on Guarantor's assets, income
and financial resources in extending credit and other Indebtedness to and in
favor of Borrower, and that to release Guarantor from Guarantor's continuing
obligations and liabilities under this Agreement would so prejudice Lender that
Lender may, within its sole and uncontrolled discretion and judgment, refuse to
release Guarantor from any of its continuing obligations and liability under
this Agreement for any reason whatsoever as long as any of Borrower's
Indebtedness remains unpaid and outstanding, or otherwise.

DEFAULT. Should any event of default occur or exist under any of Borrower's
Indebtedness in favor of Lender, Guarantor unconditionally and absolutely agrees
to pay Lender the then unpaid amount of Borrower's Indebtedness, in principal,
interest, costs, expenses, attorneys' fees and other fees and charges. Such
payment or payments shall be made at Lender's offices indicated above,
immediately following demand by Lender.

GUARANTOR'S WAIVERS. Guarantor hereby waives:

  (a) Notice of Lender's acceptance of this Agreement.

  (b) Presentment for payment of Borrower's Indebtedness, notice of dishonor and
  of nonpayment, notice of intention to accelerate, notice of acceleration,
  protest and notice of protest, collection or institution of any suit or other
  action by Lender in collection thereof, including any notice of default in
  payment thereof, or other notice to, or demand for payment thereof, on any
  party.

  (c) Any right to require Lender to notify Guarantor of any nonpayment relating
  to any collateral directly or indirectly securing Borrower's Indebtedness, or
  notice of any action or nonaction on the part of Borrower, Lender, or any
  other guarantor, surety or endorser of Borrower's Indebtedness, or notice of
  the creation of any new or additional Indebtedness subject to this Agreement.

  (d) Any rights to demand or require collateral security from the Borrower or
  any other person as provided under applicable Louisiana law or otherwise.

  (e) Any right to require Lender to notify Guarantor of the terms, time and
  place of any public or private sale of any collateral directly or indirectly
  securing Borrower's Indebtedness.

  (f) Any "one action" or "anti-deficiency" law or any other law which may
  prevent Lender from bringing any action, including a claim for deficiency,
  against Guarantor, before or after Lender's commencement or completion of any
  foreclosure action, or any action in lieu of foreclosure.

  (g) Any election of remedies by Lender that may destroy or impair Guarantor's
  subrogation rights or Guarantor's right to proceed for reimbursement against
  Borrower or any other guarantor, surety or endorser of Borrower's
  Indebtedness, including without limitation, any loss of rights Guarantor may
  suffer by reason of any law limiting, qualifying, or discharging Borrower's
  Indebtedness.

  (h) Any disability or other defense of Borrower, or any other guarantor,
  surety or endorser, or any other person, or by reason of the cessation from
  any cause whatsoever, other than payment in full of Borrower's Indebtedness.

  (i) Any statute of limitations or prescriptive period, if at the time an
  action or suit brought by Lender against Guarantor is commenced, there

<PAGE>   17
02-12-2001                    COMMERCIAL GUARANTY                         Page 2
Loan No 0001165                   (Continued)

================================================================================

         is any outstanding Indebtedness of Borrower to Lender which is barred
         by any applicable statute of limitations or prescriptive period.

Guarantor warrants and agrees that each of the waivers set forth above is made
with Guarantor's full knowledge of its significance and consequences, and that,
under the circumstances, such waivers are reasonable and not contrary to public
policy or law. If any such waiver is determined to be contrary to any
applicable law or public policy, such waiver shall be effective only to the
extent permitted by law.

GUARANTOR'S SUBORDINATION OF RIGHTS. In the event that Guarantor should for any
reason (a) advance or lend monies to Borrower, whether or not such funds are
used by Borrower to make payment(s) under Borrower's Indebtedness, and/or (b)
make any payment(s) to Lender or others for and on behalf of Borrower under
Borrower's Indebtedness, and/or (c) make any payment to Lender in total or
partial satisfaction of Guarantor's obligations and liabilities under this
Agreement, and/or (d) if any of Guarantor's property is used to pay or satisfy
any of Borrower's Indebtedness, Guarantor hereby agrees that any and all rights
that Guarantor may have or acquire to collect from or to be reimbursed by
Borrower (or from or by any other guarantor, endorser or surety of Burrower's
Indebtedness), whether Guarantor's rights of collection or reimbursement arise
by way of subrogation to the rights of Lender or otherwise, shall in all
respects, whether or not Borrower is presently or subsequently becomes
insolvent, be subordinate, inferior and junior to the rights of Lender to
collect and enforce payment, performance and satisfaction of Borrower's then
remaining Indebtedness, until such time as Borrower's Indebtedness is fully
paid and satisfied. In the event of Borrower's insolvency or consequent
liquidation of Borrower's assets, through bankruptcy, by an assignment for the
benefit of creditors, by voluntary liquidation, or otherwise, the assets of
Borrower applicable to the payment of claims of both Lender and Guarantor shall
be paid to Lender and shall be first applied by Lender to Borrower's then
remaining Indebtedness. Guarantor hereby assigns to Lender all claims which it
may have or acquire against Borrower or any assignee or trustee of Borrower in
bankruptcy; provided that, such assignment shall be effective only for the
purpose of assuring to Lender full payment of Borrower's Indebtedness guaranteed
under this Agreement.

If now or hereafter (a) Borrower shall be or become insolvent, and (b)
Borrower's Indebtedness shall not at all times until paid be fully secured by
collateral pledged by Borrower, Guarantor hereby forever waives and
relinquishes in favor of Lender and Borrower, and their respective successors,
any claims or right to payment Guarantor may now have or hereafter have or
acquire against Borrower, by subrogation or otherwise, so that at no time shall
Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C.
section 547(b), or any successor provision of the Federal bankruptcy laws.

GUARANTOR'S RECEIPT OF PAYMENTS. Guarantor further agrees to refrain from
attempting to collect and/or enforce any of Guarantor's collection and/or
reimbursement rights against Borrower (or against any other guarantor, surety or
endorser of Borrower's Indebtedness), arising by way of subrogation or
otherwise, until such time as all of Borrower's then remaining Indebtedness in
favor of Lender is fully paid and satisfied. In the event that Guarantor should
for any reason whatsoever receive any payment(s) from Borrower (or any other
guarantor, surety or endorser of Borrower's Indebtedness) that Borrower (or such
a third party) may owe to Guarantor for any of the reasons stated above,
Guarantor agrees to accept such payment(s) in trust for and on behalf of Lender,
advising Borrower (or the third party payee) of such fact. Guarantor further
unconditionally agrees to immediately deliver such funds to Lender, with such
funds being held by Guarantor over any interim period, in trust for Lender. In
the event that Guarantor should for any reason whatsoever receive any such funds
from Borrower (or any third party), and Guarantor should deposit such funds in
one or more of Guarantor's deposit accounts, no matter where located. Lender
shall have the right to attach any and all of Guarantor's deposit accounts in
which such funds were deposited, whether or not such funds were commingled with
other monies of Guarantor, and whether or not such funds then remain on deposit
in such an account or accounts. To this end and to secure Guarantor's
obligations under this Agreement, Guarantor collaterally assigns and pledges to
Lender, and grants to Lender a continuing security interest in, any and all of
Guarantor's present and future rights, title and interest in and to all monies
that Guarantor may now and/or in the future maintain on deposit with banks,
savings and loan associations and other entities (other than tax deferred
accounts with Lender), in which Guarantor may at any time deposit any such funds
that may be received from Borrower (or any other guarantor, endorser or surety
of Borrower's Indebtedness) in favor of Lender.

DEPOSIT ACCOUNTS. As collateral security for repayment of Guarantor's
obligations hereunder and under any additional guaranties previously granted or
to be granted by Guarantor in the future, and additionally as collateral
security for any present and future indebtedness of Guarantor in favor of
Lender (with the exception of any indebtedness under a consumer credit card
account), Guarantor is granting Lender a continuing security interest in any
and all funds that Guarantor may now and in the future have on deposit with
Lender or in certificates of deposit or other deposit accounts as to which
Guarantor is an account holder (with the exception of IRA, pension, and other
tax-deferred deposits). Guarantor further agrees that Lender may at any time
apply any funds that Guarantor may have on deposit with Lender or in
certificates of deposit or other deposit accounts as to which Guarantor is an
account holder against the unpaid balance of any and all other present and
future obligations and indebtedness of Guarantor to Lender, in principal,
interest, fees, costs, expenses, and attorneys' fees.

ADDITIONAL COVENANTS. Guarantor agrees that Lender may, at its sole option, at
any time, and from time to time, without the consent of or notice to Guarantor,
or any of them, or to any other party, and without incurring any responsibility
to Guarantor or to any other party, and without impairing or releasing any of
Guarantor's obligations or liabilities under this Agreement:

         (a) Make additional secured and/or unsecured loans to Borrower.

         (b) Discharge, release or agree not to sue any party (including, but
         not limited to, Borrower or any other guarantor, surety, or endorser or
         Borrower's Indebtedness), who is or may be liable to Lender for any of
         Borrower's Indebtedness.

         (c) Sell, exchange, release, surrender, realize upon, or otherwise deal
         with, in any manner and in any order, any collateral directly or
         indirectly securing repayment of any of Borrower's Indebtedness.

         (d) Alter, renew, extend, accelerate, or otherwise change the manner,
         place, terms and/or times of payment or other terms of Borrower's
         Indebtedness, or any part thereof, including any increase or decrease
         in the rate or rates of interest on any of Borrower's Indebtedness.

         (e) Settle or compromise any of Borrower's Indebtedness.

         (f) Subordinate and/or agree to subordinate the payment of all or any
         part of Borrower's Indebtedness, or Lender's security rights in any
         collateral directly or indirectly securing any such Indebtedness, to
         the payment and/or security rights of any other present and/or future
         creditors of Borrower.

         (g) Apply any payments and/or proceeds to any of Borrower's
         Indebtedness in such priority or with such preferences as Lender may
         determine in its sole discretion, regardless of which of Borrower's
         Indebtedness then remains unpaid.

         (h) Take or accept any other collateral security or guaranty for any or
         all of Borrower's Indebtedness.

         (i) Enter into, deliver, modify, amend, or waive compliance with, any
         instrument or arrangement evidencing, securing or otherwise affecting,
         all or any part of Borrower's Indebtedness.

NO IMPAIRMENT OF GUARANTOR'S OBLIGATIONS. No course of dealing between Lender
and Borrower (or any other guarantor, surety or endorser of Borrower's
Indebtedness), nor any failure or delay on the part of Lender to exercise any
of Lender's rights and remedies under this Agreement or any other agreement or
agreements by and between Lender and Borrower (or any other guarantor, surety
or endorser), shall have the effect of impairing or releasing Guarantor's
obligations and liabilities to Lender, or of waiving any of Lender's rights and
remedies under this Agreement or otherwise. Any partial exercise of any rights
and remedies granted to Lender shall furthermore not constitute a waiver of any
of Lender's other rights and remedies; it being Guarantor's intent and
agreement that Lender's rights and remedies shall be cumulative in nature.
Guarantor further agrees that, should Borrower default under any of its
Indebtedness, any waiver or forbearance on the part of Lender to pursue
Lender's available rights and remedies shall be binding upon Lender only to the
extent that Lender specifically agrees to such waiver or forbearance in
writing. A waiver or forbearance on the part of Lender as to one event of
default shall not constitute a waiver of forbearance as to any other default.

NO RELEASE OF GUARANTOR. Guarantor's obligations and liabilities under this
Agreement shall not be released, impaired, reduced, or otherwise affected by,
and shall continue in full force and effect notwithstanding the occurrence of
any event, including without limitations any one or more of the following
events:

         (a) The death, insolvency, bankruptcy, arrangement, adjustment,
         composition, liquidation, disability, dissolution, or lack of authority
         (whether corporate, partnership or trust) of Borrower (or any person
         acting on Borrower's behalf), or of any other guarantor, surety or
         endorser of Borrower's Indebtedness.

         (b) Any payment by Borrower, or any other party, to Lender that is held
         to constitute a preferential transfer or a fraudulent conveyance under
         any applicable law, or any such amounts or payment which, for any
         reason, Lender is required to refund or repay to Borrower or to any
         other person.

         (c) Any dissolution of Borrower, or any sale, lease or transfer of all
         or any part of Borrower's assets.

         (d) Any failure of Lender to notify Guarantor of the making of
         additional loans or other extensions of credit in reliance on this
         Agreement.

AUTOMATIC REINSTATEMENT. This Agreement and Guarantor's obligations and
liabilities hereunder shall continue to be effective, and/or shall
automatically and retroactively be reinstated, if a release or discharge has
occurred, or if at any time, any payment or part thereof to Lender with respect
to any of Borrower's Indebtedness, is rescinded or must otherwise be restored
by Lender pursuant to any insolvency, bankruptcy, reorganization, receivership,
or any other debt relief granted to Borrower or to any other party to
Borrower's Indebtedness or any such security therefor. In the event that Lender
must rescind or restore any payment received in total or partial satisfaction
of Borrower's Indebtedness, any

<PAGE>   18
02-12-2001                    COMMERCIAL GUARANTY                         PAGE 3
LOAN NO 0001165                   (CONTINUED)
--------------------------------------------------------------------------------

prior release or discharge from the terms of this Agreement given to Guarantor
shall be without effect, and this Agreement and Guarantor's obligations and
liabilities hereunder shall automatically and retroactively be renewed and/or
reinstated and shall remain in full force and effect to the same degree and
extent as if such a release or discharge had never been granted. It is the
intention of Lender and Guarantor that Guarantor's obligations and liabilities
hereunder shall not be discharged except by Guarantor's full and complete
performance and satisfaction of such obligations and liabilities; and then only
to the extent of such performance.

LEGAL EXISTENCE. Guarantor is a corporation duly organized, validly existing and
in good standing under the laws of the State of Louisiana. Guarantor is duly
qualified and in good standing as a foreign corporation in each jurisdiction
where in the nature of the business transacted and the property owned by
Guarantor makes such qualification necessary. Guarantor's guaranty of Borrower's
Indebtedness and this Agreement does not violate Guarantor's Articles of
incorporation or Bylaws. Guarantor has taken all corporate action necessary to
authorize the execution, delivery and performance of this Agreement.

REPRESENTATIONS AND WARRANTIES BY GUARANTOR. Guarantor represents and warrants
that:

     (a) Guarantor has the lawful power to own its properties and to engage in
     its business as presently conducted.

     (b) Guarantor's guaranty of Borrower's Indebtedness and Guarantor's
     execution, delivery and performance of this Agreement are not in violation
     of any laws and will not result in a default under any contract, agreement,
     or instrument to which Guarantor is a party, or by which Guarantor or its
     property may be bound.

     (c) Guarantor has agreed and consented to execute this Agreement and to
     guarantee Borrower's Indebtedness in favor of Lender, at Borrower's request
     and not at the request of Lender.

     (d) Guarantor will receive and/or has received a direct or indirect
     material benefit from the transactions contemplated herein and/or arising
     out of Borrower's Indebtedness.

     (e) This Agreement, when executed and delivered to Lender, will constitute
     a valid, legal and binding obligation of Guarantor, enforceable in
     accordance with its terms.

     (f) Guarantor has established adequate means of obtaining information from
     Borrower on a continuing basis regarding Borrower's financial condition.

     (g) Lender has made no representations to Guarantor as to the
     creditworthiness of Borrower.

ADDITIONAL OBLIGATIONS OF GUARANTOR. So long as this Agreement remains in
effect, Guarantor has not and will not, without Lender's prior written consent,
sell, lease, assign, pledge, hypothecate, encumber, transfer, or otherwise
dispose of all or substantially all of Guarantor's assets. Guarantor agrees to
keep adequately informed of any facts, events or circumstances which might in
any way affect Guarantor's risks under this Agreement. Guarantor further agrees
that Lender shall have no obligation to disclose to Guarantor any information
or material relating to Borrower or Borrower's Indebtedness.

ADDITIONAL DOCUMENTS; FINANCIAL STATEMENTS. Upon the reasonable request of
Lender, Guarantor will, at any time, and from time to time, execute and deliver
to Lender any and all such financial instruments and documents, and supply such
additional information, as may be necessary or advisable in the opinion of
Lender to obtain the full benefits of this Agreement. Guarantor further agrees
to provide Lender with such financial statements and other related information
at such frequencies and in such detail as Lender may reasonably request.

TRANSFER OF INDEBTEDNESS. This Agreement is for the benefit of Lender and for
such other person or persons as may from time to time become or be the holders
of all or any part of Borrower's Indebtedness. This Agreement shall be
transferrable and negotiable with the same force and effect and to the same
extent as Borrower's Indebtedness may be transferrable; it being understood and
agreed to by Guarantor that, upon any transfer or assignment of all or any part
of Borrower's Indebtedness, the holder of such Indebtedness shall have all of
the rights and remedies granted to Lender under this Agreement. Guarantor
further agrees that, upon any transfer of all or any portion of Borrower's
Indebtedness, Lender may transfer and deliver any and all collateral securing
repayment of such Indebtedness (including, but not limited to, any collateral
provided by Guarantor) to the transferee of such Indebtedness, and such
collateral shall secure any and all of Borrower's Indebtedness in favor of such
a transferee. Guarantor additionally agrees that, after any such transfer or
assignment has taken place, Lender shall be fully discharged from any and all
liability and responsibility to Borrower and Guarantor with respect to such
collateral, and the transferee thereafter shall be vested with all the powers
and rights with respect to such collateral.

CONSENT TO PARTICIPATION. Guarantor recognizes and agrees that Lender may, from
time to time, one or more times, transfer all or any part of Borrower's
Indebtedness through sales of participation interests in such Indebtedness to
one or more third party lenders. Guarantor specifically agrees and consents to
all such transfers and assignments, and Guarantor further waives any subsequent
notice of such transfers and assignments as may be provided under Louisiana
law. Guarantor additionally agrees that the purchaser of a participation
interest in Borrower's Indebtedness will be considered as the absolute owner of
a percentage interest of such Indebtedness and that such a purchaser will have
all of the rights granted under any participation agreement governing the sale
of such a participation interest. Guarantor waives any rights of offset that
Guarantor may have against Lender and/or any purchaser of such a participation
interest, and Guarantor unconditionally agrees that either Lender or such a
purchaser may enforce Guarantor's obligations and liabilities under this
Agreement, irrespective of the failure or insolvency of Lender or any such
purchaser.

NOTICES. Any notice provided in this Agreement must be in writing and will be
considered as given on the day it is delivered by hand or deposited in the U.S.
mail, postage prepaid, addressed to the person to whom the notice is to be given
at the address shown above or at such other addresses as any party may
designate to the other in writing. If there is more than one Guarantor under
this Agreement, notice to any Guarantor shall constitute notice to all
Guarantors.

ADDITIONAL GUARANTIES. Guarantor recognizes and agrees that Guarantor may have
previously granted, and may in the future grant, one or more additional
guaranties of Borrower's Indebtedness in favor of Lender. Should this occur,
the execution of this Agreement and any additional guaranties on the part of
Guarantor will not be construed as a cancellation of this Agreement or any of
Guarantor's additional guaranties; it being Guarantor's full intent and
agreement that all such guaranties of Borrower's Indebtedness in favor of
Lender shall remain in full force and effect and shall be cumulative in nature
and effect.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Guaranty:

     AMENDMENT. No amendment, modification, consent or waiver of any provision
     of this Agreement, and no consent to any departure by Guarantor therefrom,
     shall be effective unless the same shall be in writing signed by a duly
     authorized officer of Lender, and then shall be effective only as to the
     specific instance and for the specific purpose for which given.

     APPLICABLE LAW. This Guaranty has been delivered to Lender and accepted by
     Lender in the State of Louisiana. This Guaranty shall be governed by and
     construed in accordance with the laws of the State of Louisiana.

     CAPTION HEADINGS. Caption headings of the sections of this Agreement are
     for convenience purposes only and are not to be used to interpret or to
     define their provisions. In this Agreement, whenever the context so
     requires, the singular includes the plural and the plural also includes the
     singular.

     SEVERABILITY. If any provision of this Agreement is held to be illegal,
     invalid or unenforceable under present or future laws effective during the
     term hereof, such provision shall be fully severable. This Agreement shall
     be construed and enforceable as if the illegal, invalid or unenforceable
     provision had never comprised a part of it, and the remaining provisions of
     this Agreement shall remain in full force and effect and shall not be
     affected by the illegal, invalid or unenforceable provision or by its
     severance herefrom. Furthermore, in lieu of such illegal, invalid or
     unenforceable provision, there shall be added automatically as a part of
     this Agreement, a provision as similar in terms to such illegal, invalid or
     unenforceable provision as may be possible and legal, valid and
     enforceable.

     SUCCESSORS AND ASSIGNS BOUND. Guarantor's obligations and liabilities under
     this Agreement shall be binding upon Guarantor's successors, heirs,
     legatees, devisees, administrators, executors and assigns.

     WAIVE JURY. Guarantor and Lender hereby waive the right to any jury trial
     in any action, proceeding, or counterclaim brought by either against the
     other.




<PAGE>   19
                              COMMERCIAL GUARANTY
                                  (Continued)
02-12-2001                                                               Page 4
Loan No 0001165
===============================================================================
EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT
THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED. NO
FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS
GUARANTY IS DATED FEBRUARY 12, 2001.

GUARANTOR:

TORCH, INC. (TIN: 72-0825211)

BY: /s/ Lyle Stockstill                 By: /s/ Lana Hingle Stockstill
   ------------------------                 ---------------------------------
   LYLE STOCKSTILL, CEO                     LANA HINGLE STOCKSTILL, Secretary
===============================================================================
LASER PRO. Reg. U.S. Pat. & T.M. Dff., Ver 3.29a(C) Concentrex 2001 All rights
reserved (LA-E20 E3.29 F3.29 0001165.LN C2.OVL)

<PAGE>   20
                              COMMERCIAL GUARANTY

<TABLE>
<S>            <C>            <C>            <C>            <C>       <C>            <C>            <C>       <C>
Principal      Loan Date      Maturity       Loan No.       Call      Collateral     Account        Officer   Initials
                                                            590       4635           5439329        L32
</TABLE>
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.

<TABLE>
<S>                                                            <C>
Borrower:      TORCH OFFSHORE, L.L.C. (TIN: 72-1471586)        Lender: Regions Bank TIN: 63-0371391
               401 WHITNEY AVENUE SUITE 400                            Commercial Lending
               GRETNA, LA 70056-2503                                   301 St. Charles Avenue
                                                                       3rd Floor
                                                                       New Orleans, LA 70130
Guarantor:     LYLE STOCKSTILL (SSN:###-##-####)
               401 WHITNEY AVENUE SUITE 400
               GRETNA, LA 70056
</TABLE>
================================================================================

AMOUNT OF GUARANTY. The amount of this Guaranty is Unlimited.

DEFINITIONS. The following terms shall have the following meanings when used in
this Agreement.

     AGREEMENT. The word "Agreement" means this Guaranty Agreement as this
     Agreement may be amended or modified from time to time.

     BORROWER. The word "Borrower" means individually, collectively and
     interchangeably TORCH OFFSHORE, L.L.C.

     GUARANTOR. The word "Guarantor" means individually, collectively and
     interchangeably LYLE STOCKSTILL (SSN:###-##-####) and all other persons
     guaranteeing payment and satisfaction of Borrower's Indebtedness as
     hereinafter defined.

     INDEBTEDNESS. The word "Indebtedness" means individually, collectively,
     interchangeably and without limitation any and all present and future
     loans, loan advances, extensions of credit, obligations and/or liabilities
     that Borrower may now and/or in the future owe to and/or incur in favor of
     Lender, whether direct or indirect, or by way of assignment or purchase of
     a participation interest, and whether absolute or contingent, voluntary or
     involuntary, determined or undetermined, liquidated or unliquidated, due or
     to become due, secure or unsecured, and whether Borrower may be liable
     individually, jointly or solidarily with others, whether primarily or
     secondarily, or as a guarantor or otherwise, and whether now existing or
     hereafter arising, of every nature and kind whatsoever, in principal,
     interest, costs, expenses and attorneys' fees and other fees and charges,
     including without limitation Borrower's indebtedness and obligations under
     a certain promissory note in favor of Lender dated February 12, 2001 in the
     fixed principal amount of U.S. $8,000,000.00. In addition, all interest
     thereon, costs, expenses, attorneys' fees and other fees and charges
     related thereto under Borrower's Indebtedness shall be fully guaranteed
     hereunder.

     LENDER. The word "Lender" means Regions Bank, Commercial Lending TIN:
     63-0371391, its successors and assigns, and any subsequent holder or
     holders of Borrower's Indebtedness.

GUARANTEE OF BORROWER'S INDEBTEDNESS. Guarantor hereby absolutely and
unconditionally agrees to, and by these presents does hereby, guarantee the
prompt and punctual payment, performance and satisfaction of any and all of
Borrower's present and future Indebtedness in favor of Lender.

CONTINUING GUARANTY. THIS IS A CONTINUING GUARANTY AGREEMENT UNDER WHICH
GUARANTOR AGREES TO GUARANTEE PAYMENT OF BORROWER'S PRESENT AND FUTURE
INDEBTEDNESS IN FAVOR OF LENDER ON A CONTINUING BASIS. Guarantor's obligations
and liability under this Agreement shall be open and continuous in effect.
Guarantor intends to and does hereby guarantee at all times the prompt and
punctual payment, performance and satisfaction of all of Borrower's present and
future indebtedness in favor of Lender. Accordingly, any payments made on
Borrower's Indebtedness will not discharge or diminish the obligations and
liability of Guarantor under this Agreement for any remaining and succeeding
Indebtedness of Borrower in favor of Lender. To the extent that Guarantor is or
may become a Member/Owner of Borrower, Guarantor agrees that, notwithstanding
the provisions of La. R.S. 12:1320, Guarantor shall be liable under this
Agreement for Borrower's Indebtedness in favor of Lender.

JOINT, SEVERAL AND SOLIDARY LIABILITY. Guarantor's obligations and liability
under this Agreement shall be on a "solidary" or "joint and several" basis
along with Borrower to the same degree and extent as if Guarantor had been
and/or will be a co-borrower, co-principal obligor and/or co-maker of
Borrower's Indebtedness. In the event that there is more than one Guarantor
under this Agreement, or in the event that there are other guarantors,
endorsers or sureties of all or any portion of Borrower's Indebtedness,
Guarantor's obligations and liability hereunder shall further be on a
"solidary" or "joint and several" basis along with such other guarantors,
endorsers and/or sureties.

DURATION OF GUARANTY. This Agreement and Guarantor's obligations and liability
hereunder shall remain in full force and effect until such time as this
Agreement may be cancelled or otherwise terminated by Lender under a written
cancellation instrument in favor of Guarantor (subject to the automatic
reinstatement provisions hereinbelow). It is anticipated that fluctuations may
occur in the aggregate amount of Borrower's Indebtedness guaranteed under this
Agreement and it is specifically acknowledged and agreed to by Guarantor that
reductions in the amount of Borrower's Indebtedness, even to zero ($0.00)
dollars, prior to Lender's written cancellation of this Agreement, shall not
constitute or give rise to a termination of this Agreement.

CANCELLATION OF AGREEMENT; EFFECT. Unless otherwise indicated under such a
written cancellation instrument, Lender's agreement to terminate or otherwise
cancel this Agreement shall affect only, and shall be expressly limited to,
Guarantor's continuing obligations and liability to guarantee Borrower's
Indebtedness incurred, originated and/or extended (without prior commitment)
after the date of such a written cancellation instrument; with Guarantor
remaining fully obligated and liable under this Agreement for any and all of
Borrower's Indebtedness incurred, originated, extended, or committed to prior to
the date of such a written cancellation instrument. Nothing under this Agreement
or under any other agreement or understanding by and between Guarantor and
Lender, shall in any way obligate, or be construed to obligate, Lender to agree
to the subsequent termination or cancellation of Guarantor's obligations and
liability hereunder; it being fully understood and agreed to by Guarantor that
Lender has and intends to continue to rely on Guarantor's assets, income and
financial resources in extending credit and other Indebtedness to and in favor
or Borrower, and that to release Guarantor from Guarantor's continuing
obligations and liabilities under this Agreement would so prejudice Lender that
Lender may, within its sole and uncontrolled discretion and judgment, refuse to
release Guarantor from any of its continuing obligations and liability under
this Agreement for any reason whatsoever as long as any of Borrower's
Indebtedness remains unpaid and outstanding, or otherwise.

DEFAULT. Should any event of default occur or exist under any of Borrower's
Indebtedness in favor of Lender, Guarantor unconditionally and absolutely
agrees to pay Lender the then unpaid amount of Borrower's Indebtedness, in
principal, interest, costs, expenses, attorneys' fees and other fees and
charges. Such payment or payments shall be made at Lender's offices indicated
above, immediately following demand by Lender.

GUARANTOR'S WAIVERS. Guarantor hereby waives:

     (a) Notice of Lender's acceptance of this Agreement.

     (b) Presentment for payment of Borrower's Indebtedness, notice of dishonor
     and of nonpayment, notice of intention to accelerate, notice of
     acceleration, protest and notice of protest, collection or institution of
     any suit or other action by Lender in collection thereof, including any
     notice of default in payment thereof, or other notice to, or demand for
     payment thereof, on any party.

     (c) Any right to require Lender to notify Guarantor of any nonpayment
     relating to any collateral directly or indirectly securing Borrower's
     Indebtedness, or notice of any action or nonaction on the part of Borrower,
     Lender, or any other guarantor, surety or endorser of Borrower's
     Indebtedness, or notice of the creation of any new or additional
     Indebtedness subject to this Agreement.

     (d) Any rights to demand or require collateral security from the Borrower
     or any other person as provided under applicable Louisiana law or
     otherwise.

     (e) Any right to require Lender to notify Guarantor of the terms, time and
     place of any public or private sale of any collateral directly or
     indirectly securing Borrower's Indebtedness.

     (f) Any "one action" or "anti-deficiency" law or any other law which may
     prevent Lender from bringing any action, including a claim for deficiency,
     against Guarantor, before or after Lender's commencement or completion of
     any foreclosure action, or any action in lieu of foreclosure.

     (g) Any election of remedies by Lender that may destroy or impair
     Guarantor's subrogation rights or Guarantor's right to proceed for
     reimbursement against Borrower or any other guarantor, surety or endorser
     of Borrower's Indebtedness, including without limitation, any loss of
     rights Guarantor may suffer by reason of any law limiting, qualifying, or
     discharging Borrower's Indebtedness.

     (h) Any disability or other defense of Borrower, or any other guarantor,
     surety or endorser, or any other person, or by reason of the cessation from
     any cause whatsoever, other than payment in full of Borrower's
     Indebtedness.

     (i) Any statute of limitations or prescriptive period, if at the time an
     action or suit brought by Lender against Guarantor is commenced, there
<PAGE>   21
02-12-2001                    COMMERCIAL GUARANTY                         Page 2
Loan No 0001165                    (Continued)

================================================================================

     is any outstanding indebtedness of Borrower to Lender which is barred by
any applicable statute of limitations or prescriptive period.

Guarantor warrants and agrees that each of the waivers set forth above is made
with Guarantor's full knowledge of its significance and consequences, and that,
under the circumstances, such waivers are reasonable and not contrary to public
policy or law. If any such waiver is determined to be contrary to any applicable
law or public policy, such waiver shall be effective only to the extent
permitted by law.

GUARANTOR'S SUBORDINATION OF RIGHTS. In the event that Guarantor should for any
reason (a) advance or lend monies to Borrower, whether or not such funds are
used by Borrower to make payment(s) under Borrower's Indebtedness, and/or (b)
make any payment(s) to Lender or others for and on behalf of Borrower under
Borrower's Indebtedness, and/or (c) make any payment to Lender in total or
partial satisfaction of Guarantor's obligations and liabilities under this
Agreement, and/or (d) if any of Guarantor's property is used to pay or satisfy
any of Borrower's Indebtedness, Guarantor hereby agrees that any and all rights
that Guarantor may have or acquire to collect from or to be reimbursed by
Borrower (or from or by any other guarantor, endorser or surety of Borrower's
Indebtedness), whether Guarantor's rights of collection or reimbursement arise
by way of subrogation to the rights of Lender or otherwise, shall in all
respects, whether or not Borrower is presently or subsequently becomes
insolvent, be subordinate, inferior and junior to the rights of Lender to
collect and enforce payment, performance and satisfaction of Borrower's then
remaining Indebtedness, until such time as Borrower's Indebtedness is fully paid
and satisfied. In the event of Borrower's insolvency or consequent liquidation
of Borrower's assets, through bankruptcy, by an assignment for the benefit of
creditors, by voluntary liquidation, or otherwise, the assets of Borrower
applicable to the payment of claims of both Lender and Guarantor shall be paid
to Lender and shall be first applied by Lender to Borrower's then remaining
Indebtedness. Guarantor hereby assigns to Lender all claims which it may have or
acquire against Borrower or any assignee or trustee of Borrower in bankruptcy;
provided that, such assignment shall be effective only for the purpose of
assuring to Lender full payment of Borrower's Indebtedness guaranteed under this
Agreement.

If now or hereafter (a) Borrower shall be or become insolvent, and (b)
Borrower's Indebtedness shall not at all times until paid be fully secured by
collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes
in favor of Lender and Borrower, and their respective successors, any claim or
right to payment Guarantor may now have or hereafter have or acquire against
Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or
become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b),
or any successor provision of the Federal bankruptcy laws.

GUARANTOR'S RECEIPT OF PAYMENTS. Guarantor further agrees to refrain from
attempting to collect and/or enforce any of Guarantor's collection and/or
reimbursement rights against Borrower (or against any other guarantor, surety or
endorser of Borrower's Indebtedness), arising by way of subrogation or
otherwise, until such time as all of Borrower's then remaining Indebtedness in
favor of Lender is fully paid and satisfied. In the event that Guarantor should
for any reason whatsoever receive any payment(s) from Borrower (or any other
guarantor, surety or endorser of Borrower's Indebtedness) that Borrower (or such
a third party) may owe to Guarantor for any of the reasons stated above,
Guarantor agrees to accept such payment(s) in trust for and on behalf of Lender,
advising Borrower (or the third party payee) of such fact. Guarantor further
unconditionally agrees to immediately deliver such funds to Lender, with such
funds being held by Guarantor over any interim period, in trust for Lender. In
the event that Guarantor should for any reason whatsoever receive any such funds
from Borrower (or any third party), and Guarantor should deposit such funds in
one or more of Guarantor's deposit accounts, no matter where located, Lender
shall have the right to attach any and all of Guarantor's deposit accounts in
which such funds were deposited, whether or not such funds were commingled with
other monies of Guarantor, and whether or not such funds then remain on deposit
in such an account or accounts. To this end and to secure Guarantor's
obligations under this Agreement, Guarantor collaterally assigns and pledges to
Lender, and grants to Lender a continuing security interest in, any and all of
Guarantor's present and future rights, title and interest in and to all monies
that Guarantor may now and/or in the future maintain on deposit with banks,
savings and loan associations and other entities (other than tax deferred
accounts with Lender), in which Guarantor may at any time deposit any such funds
that may be received from Borrower (or any other guarantor, endorser or surety
of Borrower's Indebtedness) in favor of Lender.

DEPOSIT ACCOUNTS. As collateral security for repayment of Guarantor's
obligations hereunder and under any additional guaranties previously granted or
to be granted by Guarantor in the future, and additionally as collateral
security for any present and future indebtedness of Guarantor in favor of Lender
(with the exception of any indebtedness under a consumer credit card account),
Guarantor is granting Lender a continuing security interest in any and all funds
that Guarantor may now and in the future have on deposit with Lender or in
certificates of deposit or other deposit accounts as to which Guarantor is an
account holder (with the exception of IRA, pension, and other tax-deferred
deposits). Guarantor further agrees that Lender may at any time apply any funds
that Guarantor may have on deposit with Lender or in certificates of deposit or
other deposit accounts as to which Guarantor is an account holder against the
unpaid balance of any and all other present and future obligations and
indebtedness of Guarantor to Lender, in principal, interest, fees, costs,
expenses, and attorneys' fees.

ADDITIONAL COVENANTS. Guarantor agrees that Lender may, at its sole option, at
any time, and from time to time, without the consent of or notice to Guarantor,
or any of them, or to any other party, and without incurring any responsibility
to Guarantor or to any other party, and without impairing or releasing any of
Guarantor's obligations or liabilities under this Agreement:

     (a)  Make additional secured and/or unsecured loans to Borrower.

     (b) Discharge, release or agree not to sue any party (including, but not
     limited to, Borrower or any other guarantor, surety, or endorser of
     Borrower's Indebtedness), who is or may be liable to Lender for any of
     Borrower's Indebtedness.

     (c) Sell, exchange, release, surrender, realize upon, or otherwise deal
     with, in any manner and in any order, any collateral directly or indirectly
     securing repayment of any of Borrower's Indebtedness.

     (d) Alter, renew, extend, accelerate, or otherwise change the manner,
     place, terms and/or times of payment or other terms of Borrower's
     Indebtedness, or any part thereof, including any increase or decrease in
     the rate or rates of interest on any of Borrower's Indebtedness.

     (e) Settle or compromise any of Borrower's Indebtedness.

     (f) Subordinate and/or agree to subordinate the payment of all or any part
     of Borrower's Indebtedness, or Lender's security rights in any collateral
     directly or indirectly securing any such Indebtedness, to the payment
     and/or security rights of any other present and/or future creditors of
     Borrower.

     (g) Apply any payments and/or proceeds to any of Borrower's Indebtedness in
     such priority or with such preferences as Lender may determine in its sole
     discretion, regardless of which of Borrower's Indebtedness then remains
     unpaid.

     (h) Take or accept any other collateral security or guaranty for any or all
     of Borrower's Indebtedness.

     (i) Enter into, deliver, modify, amend, or waive compliance with, any
     instrument or arrangement evidencing, securing or otherwise affecting, all
     or any part of Borrower's Indebtedness.

NO IMPAIRMENT OF GUARANTOR'S OBLIGATIONS. No course of dealing between Lender
and Borrower (or any other guarantor, surety or endorser of Borrower's
Indebtedness), nor any failure or delay on the part of Lender to exercise any of
Lender's rights and remedies under this Agreement or any other agreement or
agreements by and between Lender and Borrower (or any other guarantor, surety or
endorser), shall have the effect of impairing or releasing Guarantor's
obligations and liabilities to Lender, or of waiving any of Lender's rights and
remedies under this Agreement or otherwise. Any partial exercise of any rights
and remedies granted to Lender shall furthermore not constitute a waiver of any
of Lender's other rights and remedies; it being Guarantor's intent and agreement
that Lender's rights and remedies shall be cumulative in nature. Guarantor
further agrees that, should Borrower default under any of its Indebtedness, any
waiver or forbearance on the part of Lender to pursue Lender's available rights
and remedies shall be binding upon Lender only to the extent that Lender
specifically agrees to such waiver or forbearance in writing. A waiver or
forbearance on the part of Lender as to one event of default shall not
constitute a waiver or forbearance as to any other default.

NO RELEASE OF GUARANTOR. Guarantor's obligations and liabilities under this
Agreement shall not be released, impaired, reduced, or otherwise affected by,
and shall continue in full force and effect notwithstanding the occurrence of
any event, including without limitation any one or more of the following events:

     (a) The death, insolvency, bankruptcy, arrangement, adjustment,
     composition, liquidation, disability, dissolution, or lack of authority
     (whether corporate, partnership or trust) of Borrower (or any person acting
     on Borrower's behalf), or of any other guarantor, surety or endorser of
     Borrower's Indebtedness.

     (b) Any payment by Borrower, or any other party, to Lender that is held to
     constitute a preferential transfer or a fraudulent conveyance under any
     applicable law, or any such amounts or payment which, for any reason,
     Lender is required to refund or repay to Borrower or to any other person.

     (c) Any dissolution of Borrower, or any sale, lease or transfer of all or
     any part of Borrower's assets.

     (d) Any failure of Lender to notify Guarantor of the making of additional
     loans or other extensions of credit in reliance on this Agreement.

AUTOMATIC REINSTATEMENT. This Agreement and Guarantor's obligations and
liabilities hereunder shall continue to be effective, and/or shall automatically
and retroactively be reinstated, if a release or discharge has occurred, or if
at any time, any payment or part thereof to Lender with respect to any  of
Borrower's Indebtedness, is rescinded or must otherwise be restored by Lender
pursuant to any insolvency, bankruptcy, reorganization, receivership, or any
other debt relief granted to Borrower or to any other party to Borrower's
Indebtedness or any such security therefor. In the event that Lender must
rescind or restore any payment received in total or partial satisfaction of
Borrower's Indebtedness, any
<PAGE>   22
02-12-2001                      COMMERCIAL GUARANTY                       Page 3
Loan No 0001165                     (Continued)
================================================================================
prior release or discharge from the terms of this Agreement given to Guarantor
shall be without effect, and this Agreement and Guarantor's obligations and
liabilities hereunder shall automatically and retroactively be renewed and/or
reinstated and shall remain in full force and effect to the same degree and
extent as if such a release or discharge had never been granted. It is the
intention of Lender and Guarantor that Guarantor's obligations and liabilities
hereunder shall not be discharged except by Guarantor's full and complete
performance and satisfaction of such obligations and liabilities; and then only
to the extent of such performance.

REPRESENTATIONS AND WARRANTIES BY GUARANTOR. Guarantor represents and warrants
that:

     (a)  Guarantor has the lawful power to own its properties and to engage in
     its business as presently conducted.

     (b)  Guarantor's guaranty of Borrower's Indebtedness and Guarantor's
     execution, delivery and performance of this Agreement are not in violation
     of any laws and will not result in a default under any contract, agreement,
     or instrument to which Guarantor is a party, or by which Guarantor or its
     property may be bound.

     (c)  Guarantor has agreed and consented to execute this Agreement and to
     guarantee Borrower's Indebtedness in favor of Lender, at Borrower's request
     and not at the request of Lender.

     (d)  Guarantor will receive and/or has received a direct or indirect
     material benefit from the transactions contemplated herein and/or arising
     out of Borrower's Indebtedness.

     (e)  This Agreement, when executed and delivered to Lender, will constitute
     a valid, legal and binding obligation of Guarantor, enforceable in
     accordance with its terms.

     (f)  Guarantor has established adequate means of obtaining information from
     Borrower on a continuing basis regarding Borrower's financial condition.

     (g)  Lender has made no representations to Guarantor as to the
     creditworthiness of Borrower.

ADDITIONAL OBLIGATIONS OF GUARANTOR.  So long as this Agreement remains in
effect, Guarantor has not and will not, without Lender's prior written consent,
sell, lease, assign, pledge, hypothecate, encumber, transfer, or otherwise
dispose of all or substantially all of Guarantor's assets. Guarantor agrees to
keep adequately informed of any facts, events or circumstances which might in
any way affect Guarantor's risks under this Agreement. Guarantor further agrees
that Lender shall have no obligation to disclose to Guarantor any information or
material relating to Borrower or Borrower's Indebtedness.

ADDITIONAL DOCUMENTS; FINANCIAL STATEMENTS.  Upon the reasonable request of
Lender, Guarantor will, at any time, and from time to time, execute and deliver
to Lender any and all such financial instruments and documents, and supply such
additional information, as may be necessary or advisable in the opinion of
Lender to obtain the full benefits of this Agreement. Guarantor further agrees
to provide Lender with such financial statements and other related information
at such frequencies and in such detail as Lender may reasonably request.

TRANSFER OF INDEBTEDNESS.  This Agreement is for the benefit of Lender and for
such other person or persons as may from time to time become or be the holders
of all or any part of Borrower's Indebtedness. This Agreement shall be
transferrable and negotiable with the same force and effect and to the same
extent as Borrower's Indebtedness may be transferrable; it being understood and
agreed to by Guarantor that, upon any transfer or assignment of all or any part
of Borrower's Indebtedness, the holder of such Indebtedness shall have all of
the rights and remedies granted to Lender under this Agreement. Guarantor
further agrees that, upon any transfer of all or any portion of Borrower's
Indebtedness, Lender may transfer and deliver any and all collateral securing
repayment of such Indebtedness (including, but not limited to, any collateral
provided by Guarantor) to the transferee of such Indebtedness, and such
collateral shall secure any and all of Borrower's Indebtedness in favor of such
a transferee. Guarantor additionally agrees that, after any such transfer or
assignment has taken place, Lender shall be fully discharged from any and all
liability and responsibility to Borrower and Guarantor with respect to such
collateral, and the transferee thereafter shall be vested with all the powers
and rights with respect to such collateral.

CONSENT TO PARTICIPATION.  Guarantor recognizes and agrees that Lender may, from
time to time, one or more times, transfer all or any part of Borrower's
Indebtedness through sales of participation interests in such Indebtedness to
one or more third party lenders. Guarantor specifically agrees and consents to
all such transfers and assignments, and Guarantor further waives any subsequent
notice of such transfers and assignments as may be provided under Louisiana law.
Guarantor additionally agrees that the purchaser of a participation interest in
Borrower's Indebtedness will be considered as the absolute owner of a percentage
interest of such Indebtedness and that such a purchaser will have all of the
rights granted under any participation agreement governing the sale of such a
participation interest. Guarantor waives any rights of offset that Guarantor may
have against Lender and/or any purchaser of such a participation interest, and
Guarantor unconditionally agrees that either Lender or such a purchaser may
enforce Guarantor's obligations and liabilities under this Agreement,
irrespective of the failure or insolvency of Lender or any such purchaser.

NOTICES.  Any notice provided in this Agreement must be in writing and will be
considered as given on the day it is delivered by hand or deposited in the U.S.
mail, postage prepaid, addressed to the person to whom the notice is to be given
at the address shown above or at such other addresses as any party may designate
to the other in writing. If there is more than one Guarantor under this
Agreement, notice to any Guarantor shall constitute notice to all Guarantors.

ADDITIONAL GUARANTIES.  Guarantor recognizes and agrees that Guarantor may have
previously granted, and may in the future grant, one or more additional
guaranties of Borrower's Indebtedness in favor of Lender. Should this occur, the
execution of this Agreement and any additional guaranties on the part of
Guarantor will not be construed as a cancellation of this Agreement or any of
Guarantor's additional guaranties; it being Guarantor's full intent and
agreement that all such guaranties of Borrower's Indebtedness in favor of Lender
shall remain in full force and effect and shall be cumulative in nature and
effect.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part of
this Guaranty:

     AMENDMENT.  No amendment, modification, consent or waiver of any provision
     of this Agreement, and no consent to any departure by Guarantor therefrom,
     shall be effective unless the same shall be in writing signed by a duly
     authorized officer of Lender, and then shall be effective only as to the
     specific instance and for the specific purpose for which given.

     APPLICABLE LAW.  This Guaranty has been delivered to Lender and accepted by
     Lender in the State of Louisiana. This Guaranty shall be governed by and
     construed in accordance with the laws of the State of Louisiana.

     CAPTION HEADINGS.  Caption headings of the sections of this Agreement are
     for convenience purposes only and are not bo be used to interpret or to
     define their provisions. In this Agreement, whenever the context so
     requires, the singular includes the plural and the plural also includes the
     singular.

     SEVERABILITY.  If any provision of this Agreement is held to be illegal,
     invalid or unenforceable under present or future laws effective during the
     term hereof, such provision shall be fully severable. This Agreement shall
     be construed and enforceable as if the illegal, invalid or unenforceable
     provision had never comprised a part of it, and the remaining provisions of
     this Agreement shall remain in full force and effect and shall not be
     affected by the illegal, invalid or unenforceable provision or by its
     severance herefrom. Furthermore, in lieu of such illegal, invalid or
     unenforceable provision, there shall be added automatically as a part of
     this Agreement, a provision as similar in terms to such illegal, invalid or
     unenforceable provision as may be possible and legal, valid and
     enforceable.

     SUCCESSORS AND ASSIGNS BOUND.  Guarantor's obligations and liabilities
     under this Agreement shall be binding upon Guarantor's successors, heirs,
     legatees, devisees, administrators, executors and assigns.

     WAIVE JURY.  Guarantor and Lender hereby waive the right to any jury trial
     in any action, proceeding, or counterclaim brought by either against the
     other.

EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT
THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED. NO
FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS
GUARANTY IS DATED FEBRUARY 12, 2001.

GUARANTOR:

X /s/ Lyle Stockstill
  ----------------------------------
  LYLE STOCKSTILL (SSN: ###-##-####)

================================================================================
LASER PRO, Reg. U.S. Pat. & T.M. Off., Ver, 3.29a(C) Concentrex 2001 All rights
reserved. ILA-E20 E3.29 0001165.LN C2.OVLI
<PAGE>   23
                              COMMERCIAL GUARANTY

<TABLE>
<CAPTION>
Principal      Loan Date      Maturity      Loan No      Call      Collateral      Account      Officer      Initials
---------      ---------      --------      -------      ----      ----------      -------      -------      --------
<S>           <C>            <C>           <C>          <C>       <C>             <C>          <C>          <C>
                                                         590          4635         5439329        L32

References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan
or item.
</TABLE>

<TABLE>
<S>                                                         <C>
BORROWER: TORCH OFFSHORE, L.L.C. (TIN: 72-1471586)          LENDER: Regions Bank TIN: 63-0371391
          401 WHITNEY AVENUE SUITE 400                              Commercial Lending
          GRETNA, LA 70056-2503                                     301 St. Charles Avenue
                                                                    3rd Floor
                                                                    New Orleans, LA 70130

GUARANTOR: LANA HINGLE STOCKSTILL (SSN: ###-##-####)
           1808 ENGINEERS ROAD
           BELLE CHASSE, LA 70037
</TABLE>

AMOUNT OF GUARANTY. THE AMOUNT OF THIS GUARANTY IS UNLIMITED.

DEFINITIONS. The following terms shall have the following meanings when used in
this Agreement:

     AGREEMENT. The word "Agreement" means this Guaranty Agreement as this
     Agreement may be amended or modified from time to time.

     BORROWER. The word "Borrower" means individually, collectively and
     interchangeably TORCH OFFSHORE, L.L.C..

     GUARANTOR. The word "Guarantor" means individually, collectively and
     interchangeably LANA HINGLE STOCKSTILL (SSN: ###-##-####) and all other
     persons guaranteeing payment and satisfaction of Borrower's Indebtedness as
     hereinafter defined.

     INDEBTEDNESS. The word "Indebtedness" means individually, collectively,
     interchangeably  and without limitation any and all present and future
     loans, loan advances, extensions of credit, obligations and/or liabilities
     that Borrower may now and/or in the future owe to and/or incur in favor of
     Lender, whether direct or indirect, or by way of assignment or purchase of
     a participation interest, and whether absolute or contingent, voluntary or
     involuntary, determined or undetermined, liquidated or unliquidated, due or
     to become due, secured or unsecured, and whether Borrower may be liable
     individually, jointly or solidarily with others, whether primarily or
     secondarily, or as a guarantor or otherwise, and whether now existing or
     hereafter arising, of every nature and kind whatsoever, in principal,
     interest, costs, expenses and attorneys' fees and other fees and charges,
     including without limitation Borrower's indebtedness and obligations under
     a certain promissory note in favor of Lender dated FEBRUARY 12, 2001 IN THE
     FIXED PRINCIPAL AMOUNT OF U.S. $8,000,000.00. IN ADDITION, ALL INTEREST
     THEREON, COSTS, EXPENSES, ATTORNEYS' FEES AND OTHER FEES AND CHARGES
     RELATED THERETO UNDER BORROWER'S INDEBTEDNESS SHALL BE FULLY GUARANTEED
     HEREUNDER.

     LENDER. The word "Lender" means Regions Bank, Commercial Lending TIN:
     63-0371391, its successors and assigns, and any subsequent holder or
     holders of Borrower's Indebtedness.


GUARANTEE OF BORROWER'S INDEBTEDNESS. GUARANTOR HEREBY ABSOLUTELY AND
UNCONDITIONALLY AGREES TO, AND BY THESE PRESENTS DOES HEREBY, GUARANTEE THE
PROMPT AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF ANY AND ALL OF
BORROWER'S PRESENT AND FUTURE INDEBTEDNESS IN FAVOR OF LENDER.

CONTINUING GUARANTY. THIS IS A CONTINUING GUARANTY AGREEMENT UNDER WHICH
GUARANTOR AGREES TO GUARANTEE PAYMENT OF BORROWER'S PRESENT AND FUTURE
INDEBTEDNESS IN FAVOR OF LENDER ON A CONTINUING BASIS.  Guarantor's obligations
and liability under this Agreement shall be open and continuous in effect.
Guarantor intends to and does hereby guarantee at all times the prompt and
punctual payment, performance and satisfaction of all of Borrower's present and
future Indebtedness in favor of Lender. Accordingly, any payments made on
Borrower's Indebtedness will not discharge or diminish the obligations and
liability of Guarantor under this Agreement for any remaining and succeeding
Indebtedness of Borrower in favor of Lender. To the extent that Guarantor is or
may become a Member/Owner of Borrower, Guarantor agrees that, notwithstanding
the provisions of La. R.S. 12:1320, Guarantor shall be liable under this
Agreement for Borrower's Indebtedness in favor of Lender.

JOINT, SEVERAL AND SOLIDARY LIABILITY. Guarantor's obligations and liability
under this Agreement shall be on a "solidary" or "joint and several" basis
along with Borrower to the same degree and extent as if Guarantor had been
and/or will be a co-borrower, co-principal obligor and/or co-maker of
Borrower's Indebtedness. In the event that there is more than one Guarantor
under this Agreement, or in the event that there are other guarantors,
endorsers or sureties of all or any portion of Borrower's Indebtedness,
Guarantor's obligations and liability hereunder shall further be on a
"solidary" or "joint and several" basis along with such other guarantors,
endorsers and/or sureties.

DURATION OF GUARANTY. This Agreement and Guarantor's obligations and liability
hereunder shall remain in full force and effect until such time as this
Agreement may be cancelled or otherwise terminated by Lender under a written
cancellation instrument in favor of Guarantor (subject to the automatic
reinstatement provisions hereinbelow). It is anticipated that fluctuations may
occur in the aggregate amount of Borrower's Indebtedness guaranteed under this
Agreement and it is specifically acknowledged and agreed to by Guarantor that
reductions in the amount of Borrower's Indebtedness, even to zero ($0.00)
dollars, prior to Lender's written cancellation of this Agreement, shall not
constitute or give rise to a termination of this Agreement.

CANCELLATION OF AGREEMENT; EFFECT. Unless otherwise indicated under such a
written cancellation instrument, Lender's agreement to terminate or otherwise
cancel this Agreement shall affect only, and shall be expressly limited to,
Guarantor's continuing obligations and liability to guarantee Borrower's
Indebtedness incurred, originated and/or extended (without prior commitment)
after the date of such a written cancellation instrument; with Guarantor
remaining fully obligated and liable under this Agreement for any and all of
Borrower's Indebtedness incurred, originated, extended, or committed to prior
to the date of such a written cancellation instrument. Nothing under this
Agreement or under any other agreement or understanding by and between
Guarantor and Lender, shall in any way obligate, or be construed to obligate,
Lender to agree to the subsequent termination or cancellation of Guarantor's
obligations and liability hereunder; it being fully understood and agreed to by
Guarantor that Lender has and intends to continue to rely on Guarantor's
assets, income and financial resources in extending credit and other
Indebtedness to and in favor of Borrower, and that to release Guarantor from
Guarantor's continuing obligations and liabilities under this Agreement would
so prejudice Lender that Lender may, within its sole and uncontrolled
discretion and judgment, refuse to release Guarantor from any of its continuing
obligations and liability under this Agreement for any reason whatsoever as
along as any of Borrower's Indebtedness remains unpaid and outstanding, or
otherwise.

DEFAULT. Should any event of default occur or exist under any of Borrower's
Indebtedness in favor of Lender, Guarantor unconditionally and absolutely
agrees to pay Lender the then unpaid amount of Borrower's Indebtedness, in
principal, interest, costs, expenses, attorneys' fees and other fees and
charges. Such payment or payments shall be made at Lender's offices indicated
above, immediately following demand by Lender.

GUARANTOR'S WAIVERS. Guarantor hereby waives:

   (a) Notice of Lender's acceptance of this Agreement.

   (b) Presentment for payment of Borrower's Indebtedness, notice of dishonor
   and of nonpayment, notice of intention to accelerate, notice of acceleration,
   protest and notice of protest, collection or institution of any suit or other
   action by Lender in collection thereof, including any notice of default in
   payment thereof, or other notice to, or demand for payment thereof, on any
   party.

   (c) Any right to require Lender to notify Guarantor of any nonpayment
   relating to any collateral directly or indirectly securing Borrower's
   Indebtedness, or notice of any action or nonaction on the part of Borrower,
   Lender, or any other guarantor, surety or endorser of Borrower's
   Indebtedness, or notice of the creation of any new or additional Indebtedness
   subject to this Agreement.

   (d) Any rights to demand or require collateral security from the Borrower or
   any other person as provided under applicable Louisiana law or otherwise.

   (e) Any right to require Lender to notify Guarantor of the terms, time and
   place of any public or private sale of any collateral directly or indirectly
   securing Borrower's Indebtedness.

   (f) Any "one action" or "anti-deficiency" law or any other law which may
   prevent Lender from bringing any action, including a claim for deficiency,
   against Guarantor, before or after Lender's commencement or completion of any
   foreclosure action, or any action in lieu of foreclosure.

   (g) Any election of remedies by Lender that may destroy or impair Guarantor's
   subrogation rights or Guarantor's right to proceed for reimbursement against
   Borrower or any other guarantor, surety or endorser of Borrower's
   Indebtedness, including without limitation, any loss of rights Guarantor may
   suffer by reason of any law limiting, qualifying, or discharging Borrower's
   Indebtedness.

   (h) Any disability or other defense of Borrower, or any other guarantor,
   surety or endorser, or any other person, or by reason of the cessation from
   any cause whatsoever, other than payment in full of Borrower's Indebtedness.

   (i) Any statute of limitations or prescriptive period, if at the time an
   action or suit brought by Lender against Guarantor is commenced, there

<PAGE>   24
02-12-2001                    COMMERCIAL GUARANTY                         Page 2
Loan No 0001165                   (Continued)
================================================================================

     is any outstanding Indebtedness of Borrower to Lender which is barred by
     any applicable statute of limitations or prescriptive period.

Guarantor warrants and agrees that each of the waivers set forth above is made
with Guarantor's full knowledge of its significance and consequences, and that,
under the circumstances, such waivers are reasonable and not contrary to public
policy or law. If any such waiver is determined to be contrary to any applicable
law or public policy, such waiver shall be effective only to the extent
permitted by law.

GUARANTOR'S SUBORDINATION OF RIGHTS. In the event that Guarantor should for any
reason (a) advance or lend monies to Borrower, whether or not such funds are
used by Borrower to make payment(s) under Borrower's Indebtedness, and/or (b)
make any payment(s) to Lender or others for and on behalf of Borrower under
Borrower's Indebtedness, and/or (c) make any payment to Lender in total or
partial satisfaction of Guarantor's obligations and liabilities under this
Agreement, and/or (d) if any of Guarantor's property is used to pay or satisfy
any of Borrower's Indebtedness, Guarantor hereby agrees that any and all rights
that Guarantor may have or acquire to collect from or to be reimbursed by
Borrower (or from or by any other guarantor, endorser or surety of Borrower's
Indebtedness), whether Guarantor's rights of collection or reimbursement arise
by way of subrogation to the rights of Lender or otherwise, shall in all
respects, whether or not Borrower is presently or subsequently becomes
insolvent, be subordinate, inferior and junior to the rights of Lender to
collect and enforce payment, performance and satisfaction of Borrower's then
remaining Indebtedness, until such time as Borrower's Indebtedness is fully paid
and satisfied. In the event of Borrower's insolvency or consequent liquidation
of Borrower's assets, through bankruptcy, by an assignment for the benefit of
creditors, by voluntary liquidation, or otherwise, the assets of Borrower
applicable to the payment of claims of both Lender and Guarantor shall be paid
to Lender and shall be first applied by Lender to Borrower's then remaining
indebtedness. Guarantor hereby assigns to Lender all claims which it may have or
acquire against Borrower or any assignee or trustee of Borrower in bankruptcy;
provided that, such assignment shall be effective only for the purpose of
assuring to Lender full payment of Borrower's Indebtedness guaranteed under this
Agreement.

If now or hereafter (a) Borrower shall be or become insolvent, and (b)
Borrower's Indebtedness shall not at all times until paid be fully secured by
collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes
in favor of Lender and Borrower, and their respective successors, any claim or
right to payment Guarantor may now have or hereafter have or acquired against
Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or
become a "creditor" of Borrower within the meaning of 11 U.S.C. section
547(b),or any successor provision of the Federal bankruptcy laws.

GUARANTOR'S RECEIPT OF PAYMENTS. Guarantor further agrees to refrain from
attempting to collect and/or enforce any of Guarantor's collection and/or
reimbursement rights against Borrower (or against any other guarantor, surety or
endorser of Borrower's Indebtedness), arising by way of subrogation or
otherwise, until such time as all of Borrower's then remaining Indebtedness in
favor of Lender is fully paid and satisfied. In the event that Guarantor should
for any reason whatsoever receive any payments(s) from Borrower (or any other
guarantor, surety or endorser of Borrower's Indebtedness) that Borrower (or such
a third party) may owe to Guarantor for any of the reasons stated above,
Guarantor agrees to accept such payment(s) in trust for and on behalf of Lender,
advising Borrower (or the third party payee) of such fact. Guarantor further
unconditionally agrees to immediately deliver such funds to Lender, with such
funds being held by Guarantor over any interim period, in trust for Lender. In
the event that Guarantor should for reason whatsoever receive any such funds
from Borrower (or any third party), any Guarantor should deposit such funds in
one or more of Guarantor's deposit accounts, no matter where located, Lender
shall have the right to attach any and all of Guarantor's deposit accounts in
which such funds were deposited, whether or not such funds were commingled with
other monies of Guarantor, and whether or not such funds then remain on deposit
in such an account or accounts. To this end and to secure Guarantor's
obligations under this Agreement, Guarantor collaterally assigns and pledges to
Lender, and grants to Lender a continuing security interest in, any and all of
Guarantor's present and future rights, title and interest in and to all monies
that Guarantor may now and/or in the future maintain on deposit with banks,
savings and loan associations and other entities (other than tax deferred
accounts with Lender), in which Guarantor may at any time deposit any such funds
that may be received from Borrower (or any other guarantor, endorser or surety
of Borrower's Indebtedness) in favor of Lender.

DEPOSIT ACCOUNTS. As collateral security for repayment of Guarantor's
obligations hereunder and under any additional guaranties previously granted or
to be granted by Guarantor in the future, and additionally as collateral
security for any present and future indebtedness of Guarantor in favor of Lender
(with the exception of any indebtedness under a consumer credit card account),
Guarantor is granting Lender a continuing security interest in any and all funds
that Guarantor may now and in the future have on deposit with Lender or in
certificates of deposit or other deposit accounts as to which Guarantor is an
account holder (with the exception of IRA, pension, and other tax-deferred
deposits). Guarantor further agrees that Lender may at any time apply any funds
that Guarantor may have on deposit with Lender or in certificates of deposit or
other deposit accounts as to which Guarantor is an account holder against the
unpaid balance of any and all other present and future obligations and
indebtedness of Guarantor to Lender, in principal, interest, fees, costs,
expenses, and attorneys' fees.

ADDITIONAL COVENANTS. Guarantor agrees that Lender may, at its sole option, at
any time, and from time to time, without the consent of or notice to Guarantor,
or any of them, or to any other party, and without incurring any responsibility
to Guarantor or to any other party, and without impairing or releasing any of
Guarantor's obligations or liabilities under this Agreement:

     (a) Make additional secured and/or unsecured loans to Borrower.

     (b) Discharge, release or agree not to sue any party (including, but not
     limited to, Borrower or any other guarantor, surety, or endorser of
     Borrower's Indebtedness), who is or may be liable to Lender for any of
     Borrower's Indebtedness.

     (c) Sell, exchange, release, surrender, realize upon, or otherwise deal
     with, in any manner and in any order, any collateral directly or indirectly
     securing repayment of any of Borrower's Indebtedness.

     (d) Alter, renew, extend, accelerate, or otherwise change the manner,
     place, terms and/or times of payment or other terms of Borrower's
     Indebtedness, or any part thereof, including any increase or decrease in
     the rate or rates of interest on any of Borrower's Indebtedness.

     (e) Settle or compromise any of Borrower's Indebtedness.

     (f) Subordinate and/or agree to subordinate the payment of all or any part
     of Borrower's Indebtedness, or Lender's security rights in any collateral
     directly or indirectly securing any such indebtedness, to the payment
     and/or security rights of any other present and/or future creditors of
     Borrower.

     (g) Apply any payments and/or proceeds to any of Borrower's Indebtedness in
     such priority or with such preferences as Lender may determine in its sole
     discretion, regardless of which of Borrower's Indebtedness then remains
     unpaid.

     (h) Take or accept any other collateral security or guaranty for any or all
     of Borrower's Indebtedness.

     (i) Enter into, deliver, modify, amend, or waive compliance with, any
     instrument or arrangement evidencing, securing or otherwise affecting, all
     or any part of Borrower's Indebtedness.

NO IMPAIRMENT OF GUARANTOR'S OBLIGATIONS. No course of dealing between Lender
and Borrower (or any other guarantor, surety or endorser of Borrower's
Indebtedness), nor any failure or delay on the part of Lender to exercise any of
Lender's rights and remedies under this Agreement or any other agreement or
agreements by and between Lender and Borrower (or any other guarantor, surety
or endorser), shall have the effect of impairing or releasing Guarantor's
obligations and liabilities to Lender, or of waiving any of Lender's rights and
remedies under this Agreement or otherwise. Any partial exercise of any rights
and remedies granted to Lender shall furthermore not constitute a waiver of any
of Lender's other rights and remedies; it being Guarantor's intent and agreement
that Lender's rights and remedies shall be cumulative in nature. Guarantor
further agrees that, should Borrower default under any of its Indebtedness, any
waiver or forbearance on the part of Lender to pursue Lender's available rights
and remedies shall be binding upon Lender only to the extent that Lender
specifically agrees to such waiver or forbearance in writing. A waiver or
forbearance on the part of Lender as to one event of default shall not
constitute a waiver or forbearance as to any other default.

NO RELEASE OF GUARANTOR. Guarantor's obligations and liabilities under this
Agreement shall not be released, impaired, reduced, or otherwise affected by,
and shall continue in full force and effect notwithstanding the occurrence of
any event, including without limitation any one or more of the following events:

     (a) The death, insolvency, bankruptcy, arrangement, adjustment,
     composition, liquidation, disability, dissolution, or lack of authority
     (whether corporate, partnership or trust) of Borrower (or any person acting
     on Borrower's behalf), or of any other guarantor, surety or endorser of
     Borrower's Indebtedness.

     (b) Any payment by Borrower, or any other party, to Lender that is held to
     constitute a preferential transfer or a fraudulent conveyance under any
     applicable law, or any such amounts or payment which, for any reason,
     Lender is required to refund or repay to Borrower or to any other person.

     (c) Any dissolution of Borrower, or any sale, lease or transfer of all or
     any part of Borrower's assets.

     (d) Any failure of Lender to notify Guarantor of the making of additional
     loans or other extensions of credit in reliance on this Agreement.

AUTOMATIC REINSTATEMENT. This Agreement and Guarantor's obligations and
liabilities hereunder shall continue to be effective, and/or shall automatically
and retroactively be reinstated, if a release or discharge has occurred, or if
at any time, any payment or part thereof to Lender with respect to any of
Borrower's Indebtedness, is rescinded or must otherwise be restored by Lender
pursuant to any insolvency, bankruptcy, reorganization, receivership, or any
other debt relief granted to Borrower or to any other party to Borrower's
Indebtedness or any such security therefor. In the event that Lender must
rescind or restore any payment received in total or partial satisfaction of
Borrower's Indebtedness, any
<PAGE>   25
02-12-2001                     COMMERCIAL GUARANTY                        Page 3
Loan No 0001165                   (Continued)
================================================================================

prior release or discharge from the terms of this Agreement given to Guarantor
shall be without effect, and this Agreement and Guarantor's obligations and
liabilities hereunder shall automatically and retroactively be renewed and/or
reinstated and shall remain in full force and effect to the same degree and
extent as if such a release or discharge had never been granted. It is the
intention of Lender and Guarantor that Guarantor's obligations and liabilities
hereunder shall not be discharged except by Guarantor's full and complete
performance and satisfaction of such obligations and liabilities; and then only
to the extent of such performance.

REPRESENTATIONS AND WARRANTIES BY GUARANTOR. Guarantor represents and warrants
that:

     (a) Guarantor has the lawful power to own its properties and to engage in
         its business as presently conducted.

     (b) Guarantor's guaranty of Borrower's Indebtedness and Guarantor's
         execution, delivery and performance of this Agreement are not in
         violation of any laws and will not result in a default under any
         contract, agreement, or instrument to which Guarantor is a party, or by
         which Guarantor or its property may be bound.

     (c) Guarantor has agreed and consented to execute this Agreement and to
         guarantee Borrower's Indebtedness in favor of Lender, at Borrower's
         request and not at the request of Lender.

     (d) Guarantor will receive and/or has received a direct or indirect
         material benefit from the transactions contemplated herein and/or
         arising out of Borrower's Indebtedness.

     (e) This Agreement, when executed and delivered to Lender, will constitute
         a valid, legal and binding obligation of Guarantor, enforceable in
         accordance with its terms.

     (f) Guarantor has established adequate means of obtaining information from
         Borrower on a continuing basis regarding Borrower's financial
         condition.

     (g) Lender has made no representations to Guarantor as to the
         creditworthiness of Borrower.

ADDITIONAL OBLIGATIONS OF GUARANTOR. So long as this Agreement remains in
effect, Guarantor has not and will not, without Lender's prior written consent,
sell, lease, assign, pledge, hypothecate, encumber, transfer, or otherwise
dispose of all or substantially all of Guarantor's assets. Guarantor agrees to
keep adequately informed of any facts, events or circumstances which might in
any way affect Guarantor's risks under this Agreement. Guarantor further agrees
that Lender shall have no obligation to disclose to Guarantor any information or
material relating to Borrower or Borrower's Indebtedness.

ADDITIONAL DOCUMENTS; FINANCIAL STATEMENTS. Upon the reasonable request of
Lender, Guarantor will, at any time, and from time to time, execute and deliver
to Lender any and all such financial instruments and documents, and supply such
additional information, as may be necessary or advisable in the opinion of
Lender to obtain the full benefits of this Agreement. Guarantor further agrees
to provide Lender with such financial statements and other related information
at such frequencies and in such detail as Lender may reasonably request.

TRANSFER OF INDEBTEDNESS. This Agreement is for the benefit of Lender and for
such other person or persons as may from time to time become or be the holders
of all or any part of Borrower's Indebtedness. This Agreement shall be
transferrable and negotiable with the same force and effect and to the same
extent as Borrower's Indebtedness may be transferrable; it being understood and
agreed to by Guarantor that, upon any transfer or assignment of all or any part
of Borrower's Indebtedness, the holder of such Indebtedness shall have all of
the rights and remedies granted to Lender under this Agreement. Guarantor
further agrees that, upon any transfer of all or any portion of Borrower's
Indebtedness, Lender may transfer and deliver any and all collateral securing
repayment of such Indebtedness (including, but not limited to, any collateral
provided by Guarantor) to the transferee of such Indebtedness, and such
collateral shall secure any and all of Borrower's Indebtedness in favor of such
a transferee. Guarantor additionally agrees that, after any such transfer or
assignment has taken place, Lender shall be fully discharged from any and all
liability and responsibility to Borrower and Guarantor with respect to such
collateral, and the transferee thereafter shall be vested with all the powers
and rights with respect to such collateral.

CONSENT TO PARTICIPATION. Guarantor recognizes and agrees that Lender may, from
time to time, one or more times, transfer all or any part of Borrower's
Indebtedness through sales of participation interests in such Indebtedness to
one or more third party lenders. Guarantor specifically agrees and consents to
all such transfers and assignments, and Guarantor further waives any subsequent
notice of such transfers and assignments as may be provided under Louisiana law.
Guarantor additionally agrees that the purchaser of a participation interest in
Borrower's Indebtedness will be considered as the absolute owner of a percentage
interest of such Indebtedness and that such a purchaser will have all of the
rights granted under any participation agreement governing the sale of such a
participation interest. Guarantor waives any rights of offset that Guarantor may
have against Lender and/or any purchaser of such a participation interest, and
Guarantor unconditionally agrees that either Lender or such a purchaser may
enforce Guarantor's obligations and liabilities under this Agreement,
irrespective of the failure or insolvency of Lender or any such purchaser.

NOTICES. Any notice provided in this Agreement must be in writing and will be
considered as given on the day it is delivered by hand or deposited in the U.S.
mail, postage prepaid, addressed to the person to whom the notice is to be given
at the address shown above or at such other addresses as any party may designate
to the other in writing. If there is more than one Guarantor under this
Agreement, notice to any Guarantor shall constitute notice to all Guarantors.

ADDITIONAL GUARANTIES. Guarantor recognizes and agrees that Guarantor may have
previously granted, and may in the future grant, one or more additional
guaranties of Borrower's Indebtedness in favor of Lender. Should this occur, the
execution of this Agreement and any additional guaranties on the part of
Guarantor will not be construed as a cancellation of this Agreement or any of
Guarantor's additional guaranties: it being Guarantor's full intent and
agreement that all such guaranties of Borrower's Indebtedness in favor of Lender
shall remain in full force and effect and shall be cumulative in nature and
effect.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Guaranty:

     AMENDMENT. No amendment, modification, consent or waiver of any provision
     of this Agreement, and no consent to any departure by Guarantor therefrom,
     shall be effective unless the same shall be in writing signed by a duly
     authorized officer of Lender, and then shall be effective only as to the
     specific instance and for the specific purpose for which given.

     APPLICABLE LAW. This Guaranty has been delivered to Lender and accepted by
     Lender in the State of Louisiana. This Guaranty shall be governed by and
     construed in accordance with the laws of the State of Louisiana.

     CAPTION HEADINGS. Caption headings of the sections of this Agreement are
     for convenience purposes only and are not to be used to interpret or to
     define their provisions. In this Agreement, whenever the context so
     requires, the singular includes the plural and the plural also includes the
     singular.

     SEVERABILITY. If any provision of this Agreement is held to be illegal,
     invalid or unenforceable under present or future laws effective during the
     term hereof, such provision shall be fully severable. This Agreement shall
     be construed and enforceable as if the illegal, invalid or unenforceable
     provision had never comprised a part of it, and the remaining provisions of
     this Agreement shall remain in full force and effect and shall not be
     affected by the illegal, invalid or unenforceable provision or by its
     severance herefrom. Furthermore, in lieu of such illegal, invalid or
     unenforceable provision, there shall be added automatically as a part of
     this Agreement, a provision as similar in terms to such illegal, invalid or
     unenforceable provision as may be possible and legal, valid and
     enforceable.

     SUCCESSORS AND ASSIGNS BOUND. Guarantor's obligations and liabilities under
     this Agreement shall be binding upon Guarantor's successors, heirs,
     legatees, devisees, administrators, executors and assigns.

     WAIVE JURY. Guarantor and Lender hereby waive the right to any jury trial
     in any action, proceeding, or counterclaim brought by either against the
     other.

EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT
THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED. NO
FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS
GUARANTY IS DATED FEBRUARY 12, 2001.

GUARANTOR

X     /s/ Lana Hingle Stockstill
--------------------------------------------
  LANA HINGLE STOCKSTILL (SSN:###-##-####)

================================================================================
LASER PRO. Reg. U.S. Pat. & T.M. Off., Ver. 3.29a (C) Concentrex 2001 All rights
reserved. ILA-E20 E3.29 F3.29 0001165.LN C2.OVLI
<PAGE>   26
                 LIMITED LIABILITY COMPANY BORROWING RESOLUTION
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
  PRINCIPAL      LOAN DATE    MATURITY    LOAN NO. CALL    COLLATERAL  ACCOUNT  OFFICER   INITIALS
<S>             <C>          <C>          <C>      <C>     <C>         <C>        <C>     <C>
$8,000,000.00   02-12-2001   05-12-2001   0001165   590      4635      5439329      L32
--------------------------------------------------------------------------------------------------
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.
--------------------------------------------------------------------------------


<TABLE>
<S>                                                   <C>
BORROWER: TORCH OFFSHORE, L.L.C. (TIN: 72-1471586)    LENDER: REGIONS BANK TIN: 63-0371391
          401 WHITNEY AVENUE SUITE 400                        COMMERCIAL LENDING
          GRETNA, LA 70056-2503                               301 ST. CHARLES AVENUE
                                                              3RD FLOOR
                                                              NEW ORLEANS, LA 70130
</TABLE>

===============================================================================

WE THE UNDERSIGNED, being members of TORCH OFFSHORE, L.L.C. (the "Company"),
do hereby certify that the Company is organized and existing as a limited
liability company under and by virtue of the laws of the State of Louisiana,
with its offices at 401 WHITNEY AVENUE SUITE 400, GRETNA, LA 70056-2503, and is
duly authorized to transact business in the State of Louisiana.

MEMBERS AND AUTHORIZED SIGNERS. We further certify that the following is a
complete list of the names and types of all members of the Company:

<TABLE>
<CAPTION>
     NAMES                                COMPANY MANAGER      AUTHORIZED SIGNER
     -----                                ---------------      -----------------
<S>                                       <C>                  <C>
     LYLE STOCKSTILL (SSN: ###-##-####)         Yes                   Yes

     LANA HINGLE STOCKSTILL                     Yes                   Yes
     (SSN: ###-##-####)
</TABLE>

AUTHORIZED MEMBERS. The names and mailing addresses of the Authorized Members
of the Limited Liability Company are:

<TABLE>
<CAPTION>
     NAMES                                MAILING ADDRESSES
     -----                                -----------------
<S>                                       <C>
     LYLE STOCKSTILL                      401 WHITNEY AVENUE SUITE 400, GRETNA, LA 70056
     (SSN: ###-##-####)

     LANA HINGLE STOCKSTILL               1808 ENGINEERS ROAD, BELLE CHASSE, LA 70037
     (SSN: ###-##-####)
</TABLE>

ASSUMED BUSINESS NAMES. The Company has filed all filings required by law
relating to all assumed business names used by the Company. Excluding the name
of the Company, the following is a complete list of all assumed business names
under which the Company does business: None.

WE FURTHER CERTIFY that at a meeting of the members of the Company, duly called
and held on February 12, 2001, at which a quorum was present and voting, or by
other duly authorized corporate action in lieu of a meeting, the following
resolutions were adopted:

BE IT RESOLVED, that any one (1) of the Authorized Signers listed above may
enter into any agreements of any nature with Lender, and those agreements will
bind the Company, and, be and they are hereby specifically authorized,
empowered and directed, but without limitation, to do the following for and on
behalf of and in the name of the Company:

     LOAN. To negotiate and obtain a revolving line of credit from Lender in the
     amount of EIGHT MILLION & 00/100 DOLLARS (U.S. $8,000,000.00) under such
     terms and conditions as such members, managers, employees, or agents may
     agree to in their sole discretion, and for such additional sum or sums of
     money as in their judgment should be borrowed, without limitation.

     NOTE. To execute and deliver to Lender a promissory note evidencing the
     Company's obligations and indebtedness under the aforesaid revolving line
     of credit.

     GRANT SECURITY. To mortgage, pledge, transfer, endorse, hypothecate, or
     otherwise encumber and deliver to Lender, as security for the payment of
     any loans or credit accommodations so obtained, any promissory notes so
     executed (including any amendments to or modifications, renewals, and
     extensions of such promissory notes), or any other or further indebtedness
     of the Company to Lender at any time owing, however the same may be
     evidenced, any property now or hereafter belonging to the Company or in
     which the Company now or hereafter may have an interest, including without
     limitation all real (immovable) property and all personal (movable)
     property and rights of the Company. Such property may be mortgaged,
     pledged, transferred, endorsed, hypothecated, encumbered or otherwise
     secured at the time such loans are obtained or such indebtedness is
     incurred, or at any other time or times, and may be either in addition to
     or in lieu of any property theretofore mortgaged, pledged, transferred,
     endorsed, hypothecated, encumbered or otherwise secured.

     EXECUTE SECURITY DOCUMENTS. To execute and deliver to Lender the forms of
     mortgage, collateral mortgage, deed of trust, pledge agreement,
     hypothecation agreement, and other security agreements and financing
     statements which may be submitted by Lender, which shall evidence the terms
     and conditions under and pursuant to which such liens and encumbrances, or
     any of them, are given, and which may contain provisions for foreclosure
     under Louisiana executory process procedures, confessions of judgment,
     waiver of appraisal and other rights, all of which remedies upon default
     are specifically agreed to by this Company and also to execute and deliver
     to Lender any other written instruments, any chattel paper, or any other
     collateral, of any kind or nature, which they may in their discretion deem
     necessary or proper in connection with or pertaining to the giving of the
     liens and encumbrances.

     NEGOTIATE ITEMS. To draw, endorse, and discount with Lender all drafts,
     trade acceptances, promissory notes, or other evidences of indebtedness
     payable to or belonging to the Company in which the Company may have an
     interest, and either to receive cash for the same or to cause such proceeds
     to be credited to the account of the Company with Lender, or to cause such
     other disposition of the proceeds derived therefrom as they may deem
     advisable.

     FURTHER ACTS. In the case of revolving lines of credit, to designate
     additional or alternate individuals as being authorized to request advances
     thereunder, and in all cases, to do and perform such other acts and things,
     to pay any and all fees and costs, and to execute and deliver such other
     documents and agreements, including agreements requiring disputes with
     Lender to be submitted to binding arbitration for final resolution and
     waiving the right to a trial by jury, as they may in their discretion deem
     reasonably necessary or proper in order to carry into effect the
     provisions of these Resolutions. The following person or persons currently
     are authorized to request advances and authorize payments under the
     revolving line of credit until Lender receives written notice of revocation
     of their authority: LYLE STOCKSTILL (SSN: ###-##-####) and LANA HINGLE
     STOCKSTILL (SSN: ###-##-####).

BE IT FURTHER RESOLVED, that any and all acts authorized pursuant to these
Resolutions and performed prior to the passage of these Resolutions are hereby
ratified and approved, that these Resolutions shall remain in full force and
effect and Lender may rely on these Resolutions until written notice of their
revocation shall have been delivered to and received by Lender. Any such notice
shall not affect any of the Company's agreements or commitments in effect at
the time notice is given.

BE IT FURTHER RESOLVED, that the Company will notify Lender in writing at
Lender's address shown above (or such other addresses as Lender may designate
from time to time) prior to any (a) change in the name of the Company, (b)
change in the assumed business name(s) of the Company, (c) change in the
management of the Company, (d) change in the authorized signer(s), (e)
conversion of the Company to a new or different type of business entity, or (f)
change in any other aspect of the Company that directly or indirectly relates to
any agreements between the Company and Lender. No change in the name of the
Company will take effect until after Lender has been notified.

WE FURTHER CERTIFY that the members, managers, employees, and agents named
above are duly elected, appointed, or employed by or for the Company, as the
case may be, and occupy the positions set opposite their respective names; that
the foregoing resolutions now stand of record on the books of the Company; and
that the resolutions are in full force and effect and have not been modified or
revoked in any manner whatsoever.

We each have read all the provisions of this Limited Liability Company
Borrowing Resolution, and we each on behalf of the Company certify and agree to
its terms. This certificate is dated February 12, 2001.

By: /s/ Lyle Stockstill
    -----------------------------------------
    LYLE STOCKSTILL (SSN: ###-##-####)

By: /s/ Lana Hingle Stockstill
    -----------------------------------------
    LANA HINGLE STOCKSTILL (SSN: ###-##-####)

===============================================================================

LASER PRO, Req. U.S. Pat. & T.M. Off., Ver 3.29a (C) Concentrex 2001
All rights reserved. ILA-C15 E3.29 F3.29 0001185. LNC2.OVLI
<PAGE>   27
                       CORPORATE RESOLUTION TO GUARANTEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
  Principal        Loan Date       Maturity     Loan No      Call    Collateral   Account     Officer    Initials
<S>                <C>            <C>           <C>          <C>        <C>       <C>           <C>       <C>
$8,000,000.00      02-12-2001     05-12-2001    0001165      590        4635      5439329       L32
------------------------------------------------------------------------------------------------------------------
         References in the shaded area are for Lender's use only and do not limit the applicability
                      of this document to any particular loan or item.
------------------------------------------------------------------------------------------------------------------
</TABLE>

BORROWER:  TORCH OFFSHORE, L.L.C.
             (TIN: 72-1471586)              Lender: Regions Bank TIN: 63-0371391
           401 WHITNEY AVENUE SUITE 400             Commercial Lending
           GRETNA, LA 70056-2503                    301 St. Charles Avenue
                                                    3rd Floor
GUARANTOR: TORCH, INC. (TIN: 72-0825211)            New Orleans, LA 70130
           401 WHITNEY AVENUE SUITE 400
           GRETNA, LA 70056

================================================================================

I, the undersigned Secretary or Assistant Secretary of TORCH, INC. (TIN:
72-0825211) (the "Corporation"), HEREBY CERTIFY that the Corporation is
organized and existing under and by virtue of the laws of the State of
Louisiana with its principal office at 401 WHITNEY AVENUE SUITE 400, GRETNA, LA
70056.

I FURTHER CERTIFY that at a meeting of the Directors of the Corporation, duly
called and held on FEBRUARY 12, 2001, at which a quorum was present and voting,
or by other duly authorized corporate action in lieu of a meeting, the
following resolutions were adopted:

BE IT RESOLVED, that any two (2) of the following named officers, employees, or
agents of this Corporation, whose actual signatures are shown below:

NAMES                    POSITIONS                   ACTUAL SIGNATURES
-----                    ---------                   -----------------

LYLE STOCKSTILL          CEO                         /s/ Lyle Stockstill
                                                     --------------------------

LANA HINGLE STOCKSTILL   Secretary                   /s/ Lana Hingle Stockstill
                                                     --------------------------
be and they are hereby specifically authorized, empowered and directed, but
without limitation, to do the following for and on behalf of and in the name of
the Corporation:

     GUARANTY. To guarantee or act as surety for loans or other financial
     accommodations to TORCH OFFSHORE, L.L.C. from Regions Bank ("Lender") on
     such guarantee or surety terms as may be agreed upon between the officers
     or employees of this Corporation and Lender and in such sum or sums of
     money as in their judgment should be guaranteed or assured, without limit
     (the "Guaranty").

     GRANT SECURITY. To mortgage, pledge, transfer, endorse, hypothecate, or
     otherwise encumber and deliver to Lender, as security for the obligations
     of TORCH OFFSHORE, L.L.C. or the Corporation or for the Guaranty, any
     property now or hereafter belonging to the Corporation or in which the
     Corporation now or hereafter may have an interest, including without
     limitation all real (immovable) property and all personal (movable)
     property and rights of the Corporation. Such property may be mortgaged,
     pledged, transferred, endorsed, hypothecated, encumbered or otherwise
     secured at the time such loans are obtained or such indebtedness is
     incurred, or at any other time or times, and may be either in addition to
     or in lieu of any property theretofore mortgaged, pledged, transferred,
     endorsed, hypothecated, encumbered or otherwise secured. The provisions of
     these Resolutions authorizing or relating to the pledge, mortgage,
     transfer, endorsement, hypothecation, granting of a security interest in,
     or in any way encumbering, the assets of the Corporation shall include,
     without limitation, doing so in order to lend collateral security for the
     indebtedness, now or hereafter existing, and of any nature whatsoever, of
     TORCH OFFSHORE, L.L.C. to Lender. The Corporation has considered the value
     to itself of lending collateral in support of such indebtedness, and the
     Corporation represents to Lender that the Corporation is benefited by doing
     so.

     EXECUTE SECURITY DOCUMENTS. To execute and deliver to Lender the forms of
     mortgage, collateral mortgage, deed of trust, pledge agreement,
     hypothecation agreement, and other security agreements and financing
     statements which may be submitted by Lender, which shall evidence the terms
     and conditions under and pursuant to which such liens and encumbrances, or
     any of them, are given;, and which may contain provisions for foreclosure
     under Louisiana executory process procedures, confessions of judgment,
     waiver of appraisal and other rights, all of which remedies upon default
     are specifically agreed to by this Corporation and also to execute and
     deliver to Lender any other written instruments, any chattel paper, or any
     other collateral, of any kind or nature, which they may in their discretion
     deem necessary or proper in connection with or pertaining to the giving of
     the liens and encumbrances. Notwithstanding the foregoing, any one of the
     above authorized persons may execute, deliver, or record financing
     statements.

     FURTHER ACTS. To do and perform such other acts and things and to execute
     and deliver such other documents and agreements, including agreements
     requiring disputes with Lender to be submitted to binding arbitration for
     final resolution and waiving the right to a trial by jury, as they may in
     their discretion deem reasonably necessary or proper in order to carry into
     effect the provisions of these Resolutions.

BE IT FURTHER RESOLVED, that the Corporation will notify Lender in writing at
Lender's address shown above (or such other addresses as Lender may designate
from time to time) prior to any (a) change in the name of the Corporation, (b)
change in the assumed business name(s) of the Corporation, (c) change in the
management of the Corporation, (d) change in the authorized signer(s), (e)
conversion of the Corporation to a new or different type of business entity, or
(f) change in any other aspect of the Corporation that directly or indirectly
relates to any agreements between the Corporation and Lender. No change in the
name of the Corporation will take effect until after Lender has been notified.

BE IT FURTHER RESOLVED, that any and all acts authorized pursuant to these
Resolutions and performed prior to the passage of these Resolutions are hereby
ratified and approved, that these Resolutions shall remain in full force and
effect and Lender may rely on these Resolutions until written notice of their
revocation shall have been delivered to and received by Lender. Any such notice
shall not affect any of the Corporation's agreements or commitments in effect
at the time notice is given.

I FURTHER CERTIFY that at a special meeting of the shareholders of the
Corporation, duly called and held for by consent of the shareholders in
accordance with the laws of the State of Louisiana), not less than the required
percentage of shareholders adopted or consented to all the Resolutions set forth
above.

I FURTHER CERTIFY that the officers, employees, and agents named above are duly
elected, appointed, or employed by or for the Corporation, as the case may be,
and occupy the positions set opposite their respective names: that the
foregoing Resolutions now stand of record on the books of the Corporation; and
that the Resolutions are in full force and effect and have not been modified or
revoked in any manner whatsoever.

IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET MY HAND ON FEBRUARY 12, 2001 AND
ATTEST THAT THE SIGNATURES SET OPPOSITE THE NAMES LISTED ABOVE ARE THEIR
GENUINE SIGNATURES.


                                        CERTIFIED TO AND ATTESTED BY

                                        x /s/ Lana Hingle Stockstill
                                        ----------------------------------

                                        x
                                        ----------------------------------

NOTE: In case the Secretary or other certifying officer is designated by the
foregoing resolutions as one of the signing officers, it is advisable to have
this certificate signed by a second Officer or Director of the Corporation.

===============================================================================
LASER PRO. Reg. U.S. Pat. & T.M. Off., Ver. 3.29a (C) Concentrex 2001 All rights
reserved. ILA-C108 E3.29 F3.29 0001165.LN C2.OVLI
<PAGE>   28
                              [REGIONS BANK LOGO](R)

                 LIMITED LIABILITY COMPANY BORROWING AGREEMENT

<TABLE>
<CAPTION>
   Principal   Loan Date      Maturity       Loan No.  Call  Collateral    Account   Officer   Initials
<S>            <C>            <C>            <C>       <C>  <C>            <C>       <C>       <C>
$8,000,000.00  02-12-2001     05-12-2001     0001165   590     4635        5439329   L32
--------------------------------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the applicability of this
document to any particular loan or item.
</TABLE>

<TABLE>
<S>                                                    <C>
Borrower: TORCH OFFSHORE, L.L.C. (TIN: 72-1471586)     Lender:   Regions Bank TIN: 63-0371391
          401 WHITNEY AVENUE SUITE 400                           Commercial Lending
          GRETNA, LA 70056-2503                                  301 St. Charles Avenue
                                                                 3rd Floor
                                                                 New Orleans, LA 70130
</TABLE>

===============================================================================

THIS LIMITED LIABILITY COMPANY BORROWING AGREEMENT between TORCH OFFSHORE,
L.L.C. ("Borrower"), and Borrower's Members signing Below ("Members"), and
Regions Bank ("Lender") and shall apply to any and all present and future loans,
loan advances, extension of credit, financial accommodations and other
agreements and undertakings of every nature and kind that may be entered into by
and between Borrower and Lender now and in the future.

DEFINITIONS. The following words shall have the following meanings when used in
this Agreement. Terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Louisiana Commercial Laws (La. R.S. 10:
9-101, et seq.). All references to dollar amounts shall mean amounts in lawful
money of the United States of America.

     AGREEMENT. The word "Agreement" means this Limited Liability Company
     Borrowing Agreement, as this Limited Liability Company Borrowing Agreement
     may be amended or modified from time to time, together with all exhibits
     and schedules attached or to be attached to this Limited Liability Company
     Borrowing Agreement from time to time.

     ARTICLES. The word "Articles" means and includes Borrower's Articles of
     Organization as presently on file with Office of the Louisiana Secretary of
     state, and as such Articles may subsequently be amended or modified from
     time to time, one or more times.

     AUTHORIZED REPRESENTATIVES. The words "Authorized Representatives" mean and
     include, individually, collectively, interchangeably, any and all persons
     authorized by Borrower's Members or Managers to act for and on behalf of
     Borrower in dealings with Lender.

     COLLATERAL. The word "Collateral" means and includes individually,
     collectively, interchangeably and without limitation all property and
     assets granted as collateral security for a Loan, whether real or personal
     property, whether granted directly or indirectly, whether granted now or in
     the future, and whether granted in the form of a security interest,
     mortgage, collateral mortgage, deed of trust, assignment, pledge, crop
     pledge, chattel mortgage, collateral chattel mortgage, chattel trust,
     factor's lien, equipment trust, conditional sale, trust receipt, lien,
     charge, lien or title retention contract, lease or consignment intended as
     a security device, or any other security or lien interest whatsoever,
     whether created by law, contract, or otherwise.

     EVENT OF DEFAULT. The words "Event of Default" mean individually,
     collectively, and interchangeably any of the Events of Default set forth
     below in the section titled "Events of Default."

     GRANTOR. The word "Grantor" means and includes individually, collectively,
     interchangeably and without limitation each and all of the persons or
     entities granting a Security Interest in any Collateral for the
     Indebtedness, including without limitation all Borrowers granting such a
     Security Interest.

     GUARANTOR. The word "Guarantor" means and includes individually,
     collectively, interchangeably and without limitation each and all of the
     guarantors, sureties, and accommodation parties in connection with the
     Indebtedness.

     INDEBTEDNESS. The word "Indebtedness" means and includes individually,
     collectively, interchangeably and without limitation, any and all present
     and future loans, extensions of credit, liabilities and/or obligations of
     every nature and kind whatsoever that Borrower may now and in the future
     owe to or incur in favor of Lender and its successors or assigns, including
     without limitation. Borrower's Indebtedness in favor of Lender under the
     Note, whether such loans, extensions of credit, liabilities and/or
     obligations are direct or indirect, or by way of assignment, and whether
     related or unrelated, or whether committed or purely discretionary, and
     whether absolute or contingent, voluntary or involuntary, determined or
     undetermined, liquidated or unliquidated, due or to become due, together
     with interest, costs, expenses, attorneys' fees and other fees and charges,
     whether or not any such indebtedness may be barred under any statute of
     limitations or may be otherwise unenforceable or voidable for any reason.

     LENDER. The word "Lender" means Regions Bank TIN: 63-0371391, its
     successors and assigns, and any subsequent holder or holders of the Note,
     or any interest therein.

     LOAN. The words "Loan" and "Loans" mean and include any and all loans and
     financial accommodations from Lender to Borrower (or any of them) whether
     now or hereafter existing, and however evidenced, including without
     limitation those loans and financial accommodations described herein or
     described on any exhibit or schedule attached to this Agreement from time
     to time, and further including any and all subsequent amendments,
     additions, substitutions, renewals and refinancings of Borrower's Loan.

     MEMBER. The words "Member" or "Members" mean and include, individually,
     collectively, interchangeably, any and all present and future member owners
     of Borrower.

     MEMBERSHIP INTEREST. The words "Membership Interest" mean and include a
     Member's ownership rights and interest in Borrower, including without
     limitation, a Member's share of the profits and losses of Borrower, right
     to receive distributions of Borrower's assets, and any right to vote or
     participate in the management and affairs of Borrower.

     NOTE. The word "Note" means Borrower's promissory note or notes evidencing
     Borrower's Loan obligations in favor of Lender, as well as any substitute,
     replacement or refinancing note or notes therefor.

     OPERATING AGREEMENT. The words "Operating Agreement" mean any agreement
     between Borrower's Members governing the affairs of Borrower and the
     conduct of its business.

     RELATED DOCUMENTS. The words "Related Documents" mean and include
     individually, collectively, interchangeably and without limitation all
     promissory notes, credit agreements, loan agreements, environmental
     agreements, guaranties, security agreements, mortgages, collateral
     mortgages, deeds of trust, and all other instruments, agreements and
     documents, whether now or hereafter existing, executed in connection with
     the Indebtedness.

     SECURITY AGREEMENT. The words "Security Agreement" mean and include
     individually, collectively, interchangeably and without limitation

<PAGE>   29
02-12-2001           LIMITED LIABILITY COMPANY BORROWING AGREEMENT        Page 2
Loan No. 0001165                     (Continued)
================================================================================

    any agreements, promises, covenants, arrangements, understandings or other
    agreements, whether created by law, contract, or otherwise, evidencing,
    governing, representing, or creating a Security Interest.

    Security Interest. The words "Security Interest" mean and include
    individually, collectively, interchangeably and without limitation any and
    all present and future mortgages, pledges, crop pledges, assignments and
    other security agreements directly or indirectly securing the repayment of
    Borrower's Loan and Note, whether created by law, contract, or otherwise.

EFFECT OF AGREEMENT. The following provisions pertain to the effect of this
Agreement.

    APPLICABILITY. This Agreement shall apply to any and all present and future
    Indebtedness, contracts, agreements and undertakings by and between Borrower
    and Lender for any purpose whatsoever.

    AMENDMENT TO OPERATING AGREEMENT. This Agreement shall for all purposes be
    considered and shall have the same effect as an amendment to, and shall
    comprise a part of Borrower's Operating Agreement, and shall be binding upon
    Borrower and all of Borrower's present and future Members. To this end, all
    persons subsequently acquiring Membership Interests in Borrower for all
    purposes shall be deemed to be bound and obligated under the terms and
    conditions of this Agreement just as if said subsequently added Members had
    signed this Agreement along with the Members signing below, with the consent
    and agreement of such subsequently added Members to be so bound and
    obligated hereunder being an absolute condition precedent to such persons
    acquiring Membership Interests in Borrower.

TERM AND TERMINATION. This Agreement shall remain in effect until such time as
(a) all Indebtedness has been fully paid and satisfied and there is no further
commitment or obligation on the part of Lender to extend any additional
Indebtedness and (b) Lender agrees to cancel and terminate this Agreement after
being requested by Borrower in writing to do so.

AUTHORIZED REPRESENTATIVES. The following provisions pertain to, among other
things, the authorization of persons under this Agreement.

    RESOLUTIONS. The Members of Borrower have met and have properly authorized
    certain designated persons ("Authorized Representatives") to represent
    Borrower and to act for and on behalf of Borrower in dealings with Lender.
    To the extent applicable, such Authorized Representatives are listed in a
    separate form of Resolution or other communication delivered to Lender.

    MANAGERS. Borrower's present and future Managers (to the extent that
    Borrower has Managers) shall always have the full and unrestricted authority
    to deal with Lender and shall be considered Authorized Representatives of
    Borrower without the additional necessity of being specifically designated
    as such by Borrower's Members under a formal resolution.

    UNRESTRICTED AUTHORITY. Notwithstanding any provision of Borrower's
    Operating Agreement to the contrary, or any resolution of Borrower's Members
    not previously communicated to Lender in writing, Borrower's Authorized
    Representatives (including without limitation Borrower's Managers) shall
    have the full and unrestricted right, power and authority to deal and to
    contract with Lender and to otherwise bind and unrestricted right, power and
    authority, from time to time, one or more times, and without the necessity
    of obtaining the further approval of all or a majority of Borrower's
    Members: (a) to obtain loans, loan advances, and to incur other Indebtedness
    and obligations in favor of Lender in any amount and for any purpose, and
    whether or not deemed to be in the ordinary course of Borrower's business;
    and (b) to sell, exchange, lease, mortgage, pledge, or otherwise transfer or
    encumber or grant Security Interests in favor of Lender as affecting any or
    all or substantially all of the assets and movable (personal) and immovable
    (real) properties of Borrower, including without limitation, entering into
    mortgages and security agreements that contain confessions of judgment and
    consents to foreclosure remedies under Louisiana executory process
    procedures; and (c) otherwise to enter into such agreements and to incur
    such obligations in favor of Lender as such Authorized Representatives may
    deem to be necessary and proper.

    SUBSTITUTE AUTHORIZED REPRESENTATIVES. Lender may continue to deal and
    contract with such Authorized Representatives on an unrestricted basis until
    such time as: (a) their authority to act for and on behalf of Borrower is
    formally revoked and substitute Authorized Representatives are properly
    appointed by Borrower's Members, and (b) Lender is properly notified in
    writing and accepts and acknowledges the same.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender as
of the date of this Agreement and continuously thereafter so long as this
agreement remains in effect:

    ORGANIZATION. Borrower is a limited liability company that is duly
    organized, validly existing, and in good standing under the laws of the
    State of Louisiana. Borrower has further qualified to do business in each
    jurisdiction where the extent and nature of Borrower's business activities
    require such qualification.

    AUTHORIZATION. Borrower's execution, delivery and performance of this
    Agreement and of the Related Documents have been duly authorized, and do not
    conflict with, and will not result in a violation of, or constitute or give
    rise to an Event of Default under Borrower's Articles, or under Borrower's
    Operating Agreement, or any agreement or other instrument which may be
    binding upon Borrower, or under any law or governmental regulation or court
    decree or order applicable to Borrower and/or its properties. Borrower has
    the further power and authority to own and to hold all of its assets and
    properties and to carry on its business as presently conducted.

    MEMBERS. The following is a complete list of all of Borrower's present
    Members, all of whom have signed this Agreement have agreed to be bound and
    obligated under this Agreement. There are no other present Members of
    Borrower.

<TABLE>
<CAPTION>
                 NAMES                              COMPANY MANAGER
                 -----                              ---------------
                 <S>                                   <C>
                 LYLE  STOCKSTILL                        YES
                 (SSN: ###-##-####)

                 LANA HINGLE STOCKSTILL                  YES
                 (SSN: ###-##-####)
</TABLE>

    FINANCIAL INFORMATION. Borrower's financial statements previously furnished
    to Lender are and were complete and correct, and were prepared in accordance
    with generally accepted accounting principles, and fairly represent
    Borrower's financial condition as of the date or date thereof. To the best
    of Borrower's knowledge, Borrower has no contingent obligations or
    liabilities that were not disclosed or reserved against in Borrower's
    financial statements or in the notes thereto. Since the dates of such
    financial statements, there has been no material adverse change in
    Borrower's financial condition or business.

    PROPERTIES. Except as contemplated by this Agreement or as previously
    disclosed in Borrower's financial statements or in writing to Lender and as
    accepted by Lender, and except for property tax liens for taxes not
    presently due and payable. Borrower owns and has good title to all of
    Borrower's properties free and clear of all Security Interests, and has not
    executed any security documents or financing statements relating to such
    properties. All of Borrower's properties are titled in Borrower's legal
    name, and Borrower has not used, or filed a financing statement under, any
    other name for at least the last five (5) years.

    LITIGATION. There are no suits or proceedings pending, or to the knowledge
    of Borrower, threatened against or affecting Borrower or its assets, before
    any court or by any governmental agency, other than those previously
    disclosed to Lender in writing, which, if adversely determined, may have a
    material adverse effect on Borrower's financial condition or business.

<PAGE>   30
02-12-2001         LIMITED LIABILITY COMPANY BORROWING AGREEMENT          PAGE 3
LOAN NO 0001165                  (Continued)
================================================================================
   LOCATION OF BORROWER'S OFFICES AND RECORDS. The chief place of business of
   Borrower and the office or offices where Borrower keeps its records
   concerning the Collateral is located at 401 WHITNEY AVENUE SUITE 400,
   GRETNA, LA 70056-2503.

   TAXES. To the best of Borrower's knowledge, all tax returns and reports of
   Borrower that are or were required to be filed, have been filed, and all
   taxes, assessments and other governmental charges have been paid in full,
   except those presently being or to be contested by Borrower in good faith in
   the ordinary course of business and for which adequate reserves have been
   provided.

   INFORMATION. All information heretofore or contemporaneously herewith
   furnished by Borrower to Lender for the purposes of or in connection with
   this Agreement or any transaction contemplated hereby is, and all
   information hereafter furnished by or on behalf of Borrower to Lender will
   be, true and accurate in every material respect on the date as of which such
   information is dated or certified; and none of such information is or will
   be incomplete by omitting to state any material fact necessary to make such
   information not misleading.

   SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Borrower understands and agrees
   that Lender is and will continue to rely upon the above representations and
   warranties in the course of its dealings with Borrower. Borrower further
   agrees that the foregoing representations and warranties shall be continuing
   in nature and shall remain in full force and effect until such time as this
   Agreement is canceled or terminated.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees that, so long as this
Agreement remains in effect, Borrower will:

   GOOD STANDING. Maintain its good standing status as a Louisiana limited
   liability company and remain qualified in each additional jurisdiction where
   the conduct of Borrower's business requires such qualification.

   OPERATIONS. Conduct its applicable federal, state and municipal laws,
   ordinances, rules and regulations respecting its properties, businesses and
   operations.

   TITLE OF ASSETS AND PROPERTY. Maintain good and marketable title to all of
   its assets and properties.

   INSPECTION. Permit employees or agents of Lender at any reasonable time to
   inspect its properties and to examine its books, accounts, records and to
   make copies and memoranda thereof.

   LITIGATION. Promptly inform Lender in writing of (a) any material adverse
   change in its financial condition, and (b) all litigation and claims and all
   threatened litigation and claims affecting Borrower or of such Guarantor.

   OTHER EVENTS. Promptly notify Lender in writing of (a) the addition of any
   new Members of Borrower, (b) the death, interdiction, withdrawal, expulsion,
   bankruptcy, or dissolution of any Member or the occurrence of any other
   event which may terminate the continued membership of any Member, (c) the
   expression of any intent or desire on the part of any Member or Members to
   dissolve or liquidate Borrower, and (d) the occurrence of any event
   specified in Borrower's Articles or in Borrower's Operating Agreement that
   may result in Borrower's dissolution or liquidation.

   FINANCIAL INFORMATION. Furnish Lender with, such financial statements,
   reports and other pertinent information as Lender may reasonably request
   from time to time. All such financial statements and reports required to be
   furnished under this Agreement shall be prepared in accordance with
   generally accepted accounting principles.

   INSURANCE. Maintain fire and other risk insurance, public liability
   insurance, and such other insurance as Lender may require with respect to
   Borrower's properties and operations, in form, amounts, coverages and with
   insurance companies reasonably acceptable to Lender. Borrower, upon request
   of Lender, will deliver to Lender from time to time the policies or
   certificates of insurance in form satisfactory to Lender, including
   stipulations that coverages will not be canceled or diminished without at
   least thirty (30) days' prior written notice to Lender. In connection with
   all policies covering assets in which Lender holds or is offered a Security
   Interest. Borrower will provide Lender with such lender's loss payable or
   other endorsements as Lender may require.

   TAXES, CHARGES AND LIENS. Pay and discharge when due all of its indebtedness
   and obligations, including without limitation all assessments, taxes,
   governmental charges, levies and liens, of every kind and nature, imposed
   upon Borrower or its properties, income, or profits, prior to the date on
   which penalties would attach, and all lawful claims that, if unpaid, might
   become a lien or charge upon any of Borrower's properties, income, or
   profits. Provided however, Borrower will not be required to pay and
   discharge any such assessment, tax, charge, levy, lien or claim so long as
   (a) the legality of the same shall be legality of the same shall be
   contested in good faith by appropriate proceedings, and (b) Borrower shall
   have established on its books adequate reserves with respect to such
   contested assessment, tax, charge, levy, lien, or claim in accordance with
   generally accepted accounting practices. Borrower, upon demand of Lender,
   will furnish to Lender evidence of payment of the assessments, taxes,
   charges, levies, liens and claims and will authorize the appropriate
   governmental official to deliver against Borrower's properties, income, or
   profits.

   PERFORMANCE. Perform and comply with all terms, conditions, and provisions
   set forth in this Agreement and in all other instruments and agreements
   between Borrower and Lender in a timely manner, and promptly notify Lender
   if Borrower learns of the occurrence of any event which constitutes an Event
   of Default under this Agreement.

   ADDITIONAL ASSURANCES. Make, execute and deliver to Lender such promissory
   notes, mortgages, deeds of trust, security agreements, financing statements,
   instruments, documents and other agreements as Lender and its attorneys may
   reasonably request to evidence and secure indebtedness and to perfect all
   Security interests.

   COMPLIANCE CERTIFICATE. Upon request by Lender and from time to time,
   Borrower will provide Lender with a certificate executed by an affirmative
   and negative covenants set forth in this Agreement are true and correct as
   of the date of the certificate, and further certifying that as of the date
   of the certificate no Event of Default exists under this Agreement or under
   any Related Document.

NEGATIVE COVENANTS. Borrower covenants and agrees that, so long as this
Agreement remains in effect, Borrower will not without prior written notice to
and without having first having obtained the prior written consent of Lender:

   AMENDMENTS TO ARTICLES OR OPERATING AGREEMENT. Amend its Articles or
   Operating Agreement (a) to limit or restrict the permissible activities in
   which Borrower may engage, or (b) to withdraw the authority of or to limit
   or restrict the authority of Borrower's Authorized Representatives
   (including Borrower's Managers) to deal and contract with Lender and to bind
   and obligate Borrower.

   CONTINUITY OF OPERATIONS. (a) Engage in any business activities
   substantially different from those in which Borrower is presently engaged,
   or (b) merge or consolidate with any other entity.

   ACQUISITIONS AND GUARANTEES. (a) Purchase or acquire any interest in any
   other enterprise or entity, or (b) incur any obligation as a surety or
   guarantor other than in the ordinary course of business.

   SALE OR ENCUMBRANCE OF ASSETS. (a) Sell, assign and transfer all or
   substantially all of Borrower's properties and assets, or (b) sell with
   recourse any of Borrower's accounts, except to Lender.

   WITHDRAWAL OF MEMBERS. Permit any Member to withdraw from the Borrower and
   to receive any type of withdraw distribution.

   DISTRIBUTIONS. Pay any interim distribution in cash or other assets to a
   Member or Members of Borrower.

<PAGE>   31
02-12-2001       LIMITED LIABILITY COMPANY BORROWING AGREEMENT           Page 4
Loan No 0001165               (Continued)

===============================================================================

     WAIVER OR COMPROMISE OF RIGHTS AGAINST MEMBERS. Waive, compromise or forgo
     any rights that Borrower may have against any Member for unpaid capital
     contributions or any other obligation owed to Borrower.

     NON-COMPLIANCE. none of the above actions on the part of Borrower
     (including without limitation, any amendment to Borrower's Articles or
     Operating Agreement) shall be effective as against Lender unless and until:
     (a) Borrower shall have notified Lender in writing, and (b) Lender shall
     have expressly agreed to such actions in writing. Specifically, any
     distribution by Borrower in violation of this Agreement shall be considered
     as a "wrongful distribution" for purposes of applicable law.

OBLIGATIONS OF MEMBERS. So long as this Agreement remains in effect, each and
every present and future Member of Borrower agrees and covenants as follows:

NO WITHDRAWAL. Not to withdraw as a Member of Borrower and to obtain a
withdrawal distribution without first notifying Lender in writing and obtaining
Lender's prior written consent (which Lender shall have the unrestricted right
to refuse).

COMPLIANCE. To take whatever steps may be necessary and proper to insure that
Borrower and each other Member complies with the terms, conditions and
covenants of this Agreement.

SECURITY INTEREST GRANTED BY MEMBERS. Borrower and each Member additionally
agree as follows:

     MEMBERSHIP INTERESTS. Notwithstanding any provision of Borrower's Articles
     or Operating Agreement to the contrary, each Member shall have the
     unrestricted right, power and authority to grant a Security Interest in
     favor of Lender as affecting his Membership Interest in Borrower.

     REDEMPTIVE RIGHTS. Should Lender acquire the Membership Interest of any
     Member as a result of a default under a loan, then Lender shall have the
     right, without the necessity of first obtaining any type of judgment
     against such a Member, to redeem the defaulting Member's Membership
     Interest for the then value thereof, which sum shall be paid by Borrower
     immediately on demand by Lender to be applied against the Member's loan
     obligation.

EVENTS OF DEFAULT. The following actions or inactions or both shall constitute
Events of Default under this Agreement:

     DEFAULT UNDER THE INDEBTEDNESS. Should Borrower default in the payment of
     principal or interest under any of the Indebtedness.

     DEFAULT UNDER THIS AGREEMENT. Should Grantor violate, or fail to comply
     fully with any of the terms and conditions of, or default under this
     Agreement.

     DEFAULT UNDER OTHER AGREEMENTS. Should any event of default occur or exist
     under any Related Document which directly or indirectly secures repayment
     of any of the Indebtedness.

     OTHER DEFAULTS IN FAVOR OF LENDER. Should Borrower or any Guarantor default
     under any other loan, extension of credit, security agreement, or
     obligation in favor of Lender.

     DEFAULT IN FAVOR OF THIRD PARTIES. Should Borrower or any Guarantor default
     under any loan, extension of credit, security agreement, purchase or sales
     agreement, or any other agreement, in favor of any other creditor or person
     that may materially affect any of Grantor's property, or Grantor's or any
     Guarantor's ability to perform their respective obligations under this
     Agreement, or any Related Document, or pertaining to the Indebtedness.

     INSOLVENCY. Should the suspension, failure or insolvency, however
     evidenced, of Borrower or any Guarantor occur or exist.

     READJUSTMENT OF INDEBTEDNESS. Should proceedings for readjustment of
     indebtedness, reorganization, composition or extension under any insolvency
     law be brought by or against Borrower or any Guarantor.

     ASSIGNMENT FOR BENEFIT OF CREDITORS. Should Borrower or any Guarantor file
     proceedings for a respite or make a general assignment for the benefit of
     creditors.

     RECEIVERSHIP. Should a receiver of all or any part of Borrower's property,
     or the property of any Guarantor, be applied for or appointed.

     DISSOLUTION PROCEEDINGS. Should proceedings for the dissolution or
     appointment of a liquidator of Borrower or any Guarantor be commenced.

     FALSE STATEMENTS. Should any representation or warranty of Borrower or any
     Guarantor made in connection with the Indebtedness prove to be incorrect or
     misleading in any respect.

     INSECURITY. Should Lender deem itself to be insecure with regard to
     repayment of the Indebtedness.

DEPOSIT ACCOUNTS. As collateral security for repayment of Borrower's Note and
all renewals and extensions, as well as to secure any and all other loans,
notes, indebtedness and obligations that Borrower (or any of them) may now and
in the future owe to Lender or incur in Lender's favor, whether direct or
indirect, absolute or contingent, due or to become due, of any nature and kind
whatsoever (with the exception of any indebtedness under a consumer credit card
account). Borrower is granting Lender a continuing security interest in any and
all funds that Borrower may now and in the future have on deposit with Lender
or in certificates of deposit or other deposit accounts as to which Borrower is
an account holder (with the exception of IRA, pension, and other tax-deferred
deposits). Borrower further agrees that Lender may at any time apply any funds
that Borrower may have on deposit with Lender or in certificates of deposit or
other deposit accounts as to which Borrower is an account holder against the
unpaid balance of Borrower's Note and any and all other present and future
indebtedness and obligations that Borrower (or any of them) may then owe to
Lender, in principal, interest, fees, costs, expenses, and attorneys' fees.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement:

     AMENDMENTS. This Agreement, together with any Related Documents,
     constitutes the entire understanding and agreement of the parties as to the
     matters set forth in this Agreement. No alteration of or amendment to this
     Agreement shall be effective unless given in writing and signed by the
     party or parties sought to be charged or bound by the alteration or
     amendment.

     APPLICABLE LAW. This Agreement has been delivered to Lender and accepted by
     Lender in the State of Louisiana. Lender and Borrower hereby waive the
     right to any jury trial in any action, proceeding, or counterclaim brought
     by either Lender or Borrower against the other. Subject to the provisions
     on arbitration, this Agreement shall be governed by and construed in
     accordance with the laws of the State of Louisiana.

     ARBITRATION. Lender and Borrower agree that all disputes, claims and
     controversies between them, whether individual, joint, or class in nature,
     arising from this Agreement or otherwise, including without limitation
     contract and tort disputes, shall be arbitrated pursuant to the Rules of
     the American Arbitration Association, upon request of either party. No act
     to take or dispose of or foreclose upon any Collateral shall constitute a
     waiver of this arbitration agreement or be prohibited by this arbitration
     agreement. This includes, without limitation, obtaining injunctive relief
     or a temporary restraining order; invoking a power of sale under any deed
     of trust or mortgage; obtaining a writ of attachment or imposition of a
     receiver; or exercising any rights relating to personal property, including
     taking or disposing of such property



<PAGE>   32
02-12-2001       LIMITED LIABILITY COMPANY BORROWING AGREEMENT            Page 5
Loan No 0001165                   (Continued)

================================================================================

    with or without judicial process pursuant to Louisiana Commercial Laws (La.
    R.S. 10: 9-101, et seq.). Any disputes, claims, or controversies concerning
    the lawfulness or reasonableness of any act, or exercise of any right,
    concerning any Collateral, including any claim to rescind, reform, or
    otherwise modify any agreement relating to the Collateral, shall also be
    arbitrated, provided however that no arbitrator shall have the right or the
    power to enjoin or restrain any act of any party. Judgment upon any award
    rendered by any arbitrator may be entered in any court having jurisdiction.
    Nothing in this Agreement shall preclude any party from seeking equitable
    relief from a court of competent jurisdiction. The statute of limitations,
    estoppel, waiver, laches, and similar doctrines which may otherwise be
    applicable in an action brought by a party shall be applicable in any
    arbitration proceeding, and the commencement of an arbitration proceeding
    shall be deemed the commencement of an action for these purposes. The
    Federal Arbitration Act shall apply to the construction, interpretation, and
    enforcement of this arbitration provision.

    CAPTION HEADINGS. Caption headings in this Agreement are for convenience
    purposes only and are not to be used to interpret or define the provisions
    of this Agreement.

    CONSENT TO LOAN PARTICIPATION. Borrower agrees and consents to Lender's sale
    or transfer, whether now or later, of one or more participation interests in
    the Loans to one or more purchasers, whether related or unrelated to Lender.
    Lender may provide, without any limitation whatsoever, to any one or more
    purchasers, or potential purchasers, any information or knowledge Lender may
    have about Borrower or about any other matter relating to the Loan, and
    Borrower hereby waives any rights to privacy it may have with respect to
    such matters. Borrower additionally waives any and all notices of sale of
    participation interests, as well as all notices of any repurchase of such
    participation interests. Borrower also agrees that the purchasers of any
    such participation interests will be considered as the absolute owners of
    such interests in the Loans and will have all the rights granted under the
    participation agreement or agreements governing the sale of such
    participation interests. Borrower further waives all rights of offset or
    counterclaim that it may have now or later against Lender or against any
    purchaser of such a participation interest and unconditionally agrees that
    either Lender or such purchaser may enforce Borrower's obligation under the
    Loans irrespective of the failure or insolvency of any holder of any
    interest in the Loans. Borrower further agrees that the purchaser of any
    such participation interests may enforce its interests irrespective of any
    personal claims or defenses that Borrower may have against Lender.

    COSTS AND EXPENSES. Borrower agrees to pay upon demand all of Lender's
    expenses, including without limitation attorneys' fees, incurred in
    connection with the preparation, execution, enforcement, modification and
    collection of this Agreement or in connection with the Loans made pursuant
    to this Agreement. Lender may pay someone else to help collect the Loans and
    to enforce this Agreement, and Borrower will pay that amount. This includes,
    subject to any limits under applicable law, Lender's attorneys' fees and
    Lender's legal expenses, whether or not there is a lawsuit, including
    attorneys' fees for bankruptcy proceedings (including efforts to modify or
    vacate any automatic stay or injunction), appeals, and any anticipated
    post-judgment collection services. Borrower also will pay any court costs,
    in addition to all other sums provided by law.

    NOTICES. To give Borrower or a Member any notice required under this
    Agreement, Lender may hand deliver or mail such notice to Borrower or such
    Member. Lender will deliver or mail any notice to Borrower or Member at any
    address which Borrower or Member may have given Lender by written notice as
    provided in this paragraph. In the event that there is more than one
    Borrower under this Agreement notice to a single Borrower or Member shall be
    considered as notice to all Borrowers or Members. To give Lender any notice
    under this Agreement, notice to a single Borrower or Member shall be
    considered as notice to all Borrowers or Members. To give Lender any notice
    under this Agreement. Borrower or Member shall mail the notice to Lender by
    registered or certified mail at the address specified in this Agreement, or
    at any other address that Lender may have given to Borrower or Member by
    written notice as provided in this paragraph. All notices required or
    permitted under this Agreement must be in writing and will be considered as
    given on the day it is delivered by hand or deposited in the U.S. Mail, by
    registered or certified mail to the address specified in this Agreement.

    SEVERABILITY. If a court of competent jurisdiction finds any provision of
    this Agreement to be invalid or unenforceable as to any person or
    circumstance, such finding shall not render that provision invalid or
    unenforceable as to any other persons or circumstances. If feasible, any
    such offending provision shall be deemed to be modified to be within the
    limits of enforceability or validity; however, if the offending provision
    cannot be so modified, it shall be stricken and all other provisions of this
    Agreement in all other respects shall remain valid and enforceable.

    SOLE DISCRETION OF LENDER. Whenever Lender's consent or approval is required
    under this Agreement, the decision as to whether or not to consent or
    approve shall be in the sole and exclusive discretion of Lender and Lender's
    decision shall be final and conclusive.

    SUCCESSORS AND ASSIGNS. All covenants and agreements contained by or on
    behalf of Borrower shall bind its successors and assigns and shall inure to
    the benefit of Lender, its successors and assigns. Borrower shall not,
    however, have the right to assign its rights under this Agreement or any
    interest therein, without the prior written consent of Lender.

    SURVIVAL. All warranties, representations, and covenants made by Borrower in
    this Agreement or in any certificate or other instrument delivered by
    Borrower to Lender under this Agreement shall be considered to have been
    relied upon by Lender and will survive the making of the Loan and delivery
    to Lender of the Related Documents, regardless of any investigation made by
    Lender or on Lender's behalf.

    WAIVER. Lender shall not be deemed to have waived any rights under this
    Agreement unless such waiver is given in writing and signed by Lender. No
    delay or omission on the part of Lender in exercising any right shall
    operate as a waiver of such right or any other right. A waiver by Lender of
    a provision of this Agreement shall not prejudice or constitute a waiver of
    Lender's right otherwise to demand strict compliance with that provision or
    any other provision of this Agreement. No prior waiver by Lender, nor any
    course of dealing between Lender and Borrower, or between Lender and any
    Grantor, shall constitute a waiver of any of Lender's rights or of any
    obligations of Borrower or of any Grantor as to any future transactions.
    Whenever the consent of Lender is required under this Agreement, the
    granting of such consent by Lender in any instance shall not constitute
    continuing consent in subsequent instances where such consent is required,
    and in all cases such consent may be granted or withheld in the sole
    discretion of Lender.


<PAGE>   33
02-12-2001         LIMITED LIABILITY COMPANY BORROWING AGREEMENT          Page 6
Loan No 0001165                (Continued)

================================================================================

BORROWER AND EACH MEMBER SIGNING BELOW ACKNOWLEDGE HAVING READ ALL THE
PROVISIONS OF THIS AGREEMENT, AND BORROWER AND EACH MEMBER AGREE TO ITS TERMS.
THIS AGREEMENT IS DATED AS OF FEBRUARY 12, 2001.

BORROWER:

TORCH OFFSHORE, L.L.C.

X /s/  Lyle Stockstill CEO
  ----------------------------------------------------------
  LYLE STOCKSTILL CEO

MEMBERS:

X /s/  Lyle Stockstill
  ----------------------------------------------------------
  LYLE STOCKSTILL (SSN: ###-##-####).      Managing Member

X /s/  Lana Hingle Stockstill
  ----------------------------------------------------------
  LANA HINGLE STOCKSTILL (SSN: ###-##-####). Managing Member

LENDER:

Regions Bank

By: /s/ Jorge E. Goris
    --------------------------------------------------------
    Authorized Officer


================================================================================
LASER PRO. Reg. U.S. Pat. & T.M. Off., Ver. 3.29a (C) Concentrex 2001 All rights
reserved. ILA-C42 E3.29 F3.29 0001165.LN C2.OVLI