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                                                                   EXHIBIT 10.25


                               SECURITY AGREEMENT

         THIS SECURITY AGREEMENT ("Agreement") is made as of March 5, 2001, by
EARTHCARE RESOURCE MANAGEMENT OF SOUTH FLORIDA, INC., a Florida corporation
(hereinafter called "Debtor," whether one or more), whose address is 4800 N.
Federal Highway, Boca Raton, Florida 33431 in favor of the persons identified on
Exhibit 1 attached hereto ("Secured Party"), whose address is 600 Travis, Suite
3100, Houston, Texas 77002. Debtor hereby agrees with Secured Party as follows:

         1. Definitions. As used in this Agreement, the following terms shall
have the meanings indicated below:

                  (a) The term "Borrower" shall mean Debtor and I.W.S.
         Portables, Inc., a Florida corporation.

                  (b) The term "Code" shall mean the Texas Business and Commerce
         Code as in effect in the State of Texas on the date of this Agreement
         or as it may hereafter be amended from time to time.

                  (c) The term "Collateral" shall mean all of the property set
         forth below (as indicated):

         (X)      All present and future accounts, chattel paper, documents, and
                  instruments (including any right to payment of a monetary
                  obligation, whether or nor earned by performance: for any
                  property that is sold, leased, licensed, assigned or otherwise
                  disposed of; for services rendered or to be rendered; for a
                  secondary obligation incurred or to be incurred; and for
                  insurance company receivables ), now or hereafter owned, held,
                  or acquired by Debtor, together with any and all books of
                  account, customer lists and other records relating in any way
                  to the foregoing (including, without limitation, computer
                  software, whether on tape, disk, card, strip, cartridge or any
                  other form), and in any case where an account arises from the
                  sale of property, the interest of Debtor in such property.

         (X)      All present and hereafter acquired inventory (including
                  without limitation, all goods that are leased by a person as
                  lessor, are held by a person for sale or lease or to be
                  furnished under a contract of service, are furnished by a
                  person under a contract of service, or consist of raw
                  materials, work in process, or materials used or consumed in a
                  business) held, possessed, owned, held on consignment, or held
                  for sale, lease, return or to be furnished under contracts of
                  services, in whole or in part, by Debtor wherever located, and
                  all records relating in any way to the foregoing (including,
                  without limitation, any computer software, whether on tape,
                  disk, card, strip, cartridge or any other form).

         (X)      All equipment (including without limitation, all goods other
                  than inventory) and fixtures of whatsoever kind and character
                  now or hereafter possessed, held, acquired,


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                  leased, or owned by Debtor and used or usable in Debtor's
                  business, together with all replacements, accessories,
                  additions, substitutions and accessions to all of the
                  foregoing, and all records relating in any way to the
                  foregoing (including, without limitation, any computer
                  software, whether on tape, disk, card, strip, cartridge or any
                  other form). To the extent that the foregoing property is
                  located on, attached to, annexed to, related to, or used in
                  connection with, or otherwise made a part of, and is or shall
                  become fixtures upon, real property, such real property and
                  the record owner thereof is described on Exhibit A attached
                  hereto and made a part hereof.

         (X)      All now existing or hereafter acquired general intangibles of
                  every kind and nature, all payment intangibles, permits,
                  regulatory approvals, copyrights, patents, trademarks, service
                  marks, trade names, mask works, goodwill, licenses and all
                  other intellectual property owned by Debtor or used in
                  Debtor's business.

         (X)      All investment property of every kind and nature, including
                  all securities, whether certificated or uncertificated,
                  security entitlements, securities accounts, commodity
                  accounts, or commodity contracts, now or hereafter owned,
                  held, or acquired by Debtor.

         (X)      All deposit accounts now or hereafter owned, held, or acquired
                  by Debtor.

                  The term Collateral, as used herein, shall also include all
         products and proceeds of all of the foregoing (including without
         limitation, insurance payable by reason of loss or damage to the
         foregoing property) and any property, securities, guaranties or monies
         of Debtor which may at any time come into the possession of Secured
         Party. The designation of proceeds does not authorize Debtor to sell,
         transfer or otherwise convey any of the foregoing property except
         finished goods intended for sale in the ordinary course of Debtor's
         business or as otherwise provided herein.

                  (d) The term "Indebtedness" shall mean (i) all indebtedness,
         obligations and liabilities of Borrower to Secured Party of any kind or
         character, now existing or hereafter arising, whether direct, indirect,
         related, unrelated, fixed, contingent, liquidated, unliquidated, joint,
         several or joint and several, and regardless of whether such
         indebtedness, obligations and liabilities may, prior to their
         acquisition by Secured Party, be or have been payable to or in favor of
         a third party and subsequently acquired by Secured Party (it being
         contemplated that Secured Party may make such acquisitions from third
         parties), including without limitation all indebtedness, obligations
         and liabilities of Borrower to Secured Party now existing or hereafter
         arising by note, draft, acceptance, guaranty, endorsement, letter of
         credit, assignment, purchase, overdraft, discount, indemnity agreement
         or otherwise, including, without limitation the promissory note dated
         March __, 201, in the aggregate original principal amount of $2,500,000
         executed by Borrower and payable to the order of Secured Party, (ii)
         all accrued but unpaid interest on any of the indebtedness described in
         (i) above, (iii) all obligations of Borrower to Secured Party under any
         documents evidencing, securing, governing and/or pertaining to all or
         any part of the indebtedness described in (i) and (ii) above, (iv) all
         costs and expenses incurred by Secured Party in connection with the
         collection



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         and administration of all or any part of the indebtedness and
         obligations described in (i), (ii) and (iii) above or the protection or
         preservation of, or realization upon, the collateral securing all or
         any part of such indebtedness and obligations, including without
         limitation all reasonable attorneys' fees, and (v) all renewals,
         extensions, modifications and rearrangements of the indebtedness and
         obligations described in (i), (ii), (iii) and (iv) above.

                  (e) The term "Loan Documents" shall mean all instruments and
         documents evidencing, securing, governing, guaranteeing and/or
         pertaining to the Indebtedness.

                  (f) The term "Obligated Party" shall mean any party other than
         Borrower, including, without limitation, Debtor, who secures,
         guarantees and/or is otherwise obligated to pay all or any portion of
         the Indebtedness.

All words and phrases used herein which are expressly defined in Section 1.201
or Chapter 9 of the Code shall have the meaning provided for therein. Other
words and phrases defined elsewhere in the Code shall have the meaning specified
therein except to the extent such meaning is inconsistent with a definition in
Section 1.201 or Chapter 9 of the Code.

         2. Security Interest. As security for the Indebtedness, Debtor, for
value received, hereby pledges and grants to Secured Party a continuing security
interest in the Collateral.

         3. Representations and Warranties. In addition to any representations
and warranties of Debtor set forth in the Loan Documents, which are incorporated
herein by this reference, Debtor hereby represents and warrants the following to
Secured Party:

                  (a) Authority. The execution, delivery and performance of this
         Agreement and all of the other Loan Documents by Debtor have been duly
         authorized by all necessary corporate action of Debtor, to the extent
         Debtor is a corporation, by all necessary partnership action, to the
         extent Debtor is a partnership, or by all necessary limited liability
         company action, to the extent Debtor is a limited liability company.

                  (b) Accuracy of Information. All information heretofore,
         herein or hereafter supplied to Secured Party by or on behalf of Debtor
         with respect to the Collateral is true and correct.

                  (c) Enforceability. This Agreement and the other Loan
         Documents constitute legal, valid and binding obligations of Debtor,
         enforceable in accordance with their respective terms, except as
         limited by bankruptcy, insolvency or similar laws of general
         application relating to the enforcement of creditors' rights and except
         to the extent specific remedies may generally be limited by equitable
         principles.

                  (d) Ownership and Liens. Debtor has good and marketable title
         to the Collateral free and clear of all liens, security interests,
         encumbrances or adverse claims, except for the security interest
         created by this Agreement. No dispute, right of setoff, counterclaim or
         defense exists with respect to all or any part of the Collateral.
         Debtor has not executed any


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         other security agreement currently affecting the Collateral and no
         effective financing statement or other instrument similar in effect
         covering all or any part of the Collateral is on file in any recording
         office except as may have been executed or filed in favor of Secured
         Party.

                  (e) No Conflicts or Consents. Neither the ownership, the
         intended use of the Collateral by Debtor, the grant of the security
         interest by Debtor to Secured Party herein nor the exercise by Secured
         Party of its rights or remedies hereunder, will (i) conflict with any
         provision of (A) any domestic or foreign law, statute, rule or
         regulation, (B) the articles or certificate of incorporation, charter,
         bylaws, partnership agreement, articles or certificate of organization,
         or regulations as the case may be, of Debtor, or (C) any agreement,
         judgment, license, order or permit applicable to or binding upon
         Debtor, or (ii) result in or require the creation of any lien, charge
         or encumbrance upon any assets or properties of Debtor or of any person
         except as may be expressly contemplated in the Loan Documents. Except
         as expressly contemplated in the Loan Documents, no consent, approval,
         authorization or order of, and no notice to or filing with, any court,
         governmental authority or third party is required in connection with
         the grant by Debtor of the security interest herein or the exercise by
         Secured Party of its rights and remedies hereunder.

                  (f) Security Interest. Debtor has and will have at all times
         full right, power and authority to grant a security interest in the
         Collateral to Secured Party in the manner provided herein, free and
         clear of any lien, security interest or other charge or encumbrance.
         This Agreement creates a legal, valid and binding security interest in
         favor of Secured Party in the Collateral securing the Indebtedness.
         Possession by Secured Party of all certificates, instruments and cash
         constituting Collateral from time to time and/or the filing of the
         financing statements delivered prior hereto and/or concurrently
         herewith by Debtor to Secured Party will perfect and establish the
         first priority of Secured Party's security interest hereunder in the
         Collateral.

                  (g) Location. Debtor's residence or chief executive office, as
         the case may be, and the office where the records concerning the
         Collateral are kept is located at its address set forth on the first
         page hereof or the addresses specified on Schedule 1 to this Agreement.
         Except as specified elsewhere herein, all Collateral shall be kept at
         such address.

                  (h) Solvency of Debtor. As of the date hereof, and after
         giving effect to this Agreement and the completion of all other
         transactions contemplated by Debtor at the time of the execution of
         this Agreement, (i) Debtor is and will be solvent, (ii) the fair
         saleable value of Debtor's assets exceeds and will continue to exceed
         Debtor's liabilities (both fixed and contingent), (iii) Debtor is
         paying and will continue to be able to pay its debts as they mature,
         and (iv) if Debtor is not an individual, Debtor has and will have
         sufficient capital to carry on Debtor's businesses and all businesses
         in which Debtor is about to engage.

                  (i) Compliance with Environmental Laws. Except as disclosed in
         writing to Secured Party: (i) Debtor is conducting Debtor's businesses
         in material compliance with all applicable federal, state and local
         laws, statutes, ordinances, rules, regulations, orders,


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         determinations and court decisions, including without limitation, those
         pertaining to health or environmental matters such as the Comprehensive
         Environmental Response, Compensation, and Liability Act of 1980, as
         amended by the Superfund Amendments and Reauthorization Act of 1986
         (collectively, together with any subsequent amendments, hereinafter
         called "CERCLA"), the Resource Conservation and Recovery Act of 1976,
         as amended by the Used Oil Recycling Act of 1980, the Solid Waste
         Disposal Act Amendments of 1980, and the Hazardous Substance Waste
         Amendments of 1984 (collectively, together with any subsequent
         amendments, hereinafter called "RCRA"), the Texas Water Code and the
         Texas Solid Waste Disposal Act; (ii) none of the operations of Debtor
         is the subject of a federal, state or local investigation evaluating
         whether any material remedial action is needed to respond to a release
         or disposal of any toxic or hazardous substance or solid waste into the
         environment; (iii) Debtor has not filed any notice under any federal,
         state or local law indicating that Debtor is responsible for the
         release into the environment, the disposal on any premises in which
         Debtor is conducting its businesses or the improper storage, of any
         material amount of any toxic or hazardous substance or solid waste or
         that any such toxic or hazardous substance or solid waste has been
         released, disposed of or is improperly stored, upon any premise on
         which Debtor is conducting its businesses; and (iv) Debtor otherwise
         does not have any known material contingent liability in connection
         with the release into the environment, disposal or the improper
         storage, of any such toxic or hazardous substance or solid waste. The
         terms "hazardous substance" and "release," as used herein, shall have
         the meanings specified in CERCLA, and the terms "solid waste" and
         "disposal," as used herein, shall have the meanings specified in RCRA;
         provided, however, that to the extent that the laws of the State of
         Texas establish meanings for such terms which are broader than that
         specified in either CERCLA or RCRA, such broader meanings shall apply.

                  (j) Inventory. The security interest in the inventory shall
         continue through all stages of manufacture and shall, without further
         action, attach to the accounts or other proceeds resulting from the
         sale or other disposition thereof and to all such inventory as may be
         returned to Debtor by its account debtors.

                  (k) Accounts. Each account represents the valid and legally
         binding indebtedness of a bona fide account debtor arising from the
         sale or lease by Debtor of goods or the rendition by Debtor of services
         and is not subject to contra accounts, setoffs, defenses or
         counterclaims by or available to account debtors obligated on the
         accounts except as disclosed by Debtor to Secured Party from time to
         time in writing. The amount shown as to each account on Debtor's books
         is the true and undisputed amount owing and unpaid thereon, subject
         only to discounts, allowances, rebates, credits and adjustments to
         which the account debtor has a right and which have been disclosed to
         Secured Party in writing.

                  (l) Chattel Paper, Documents and Instruments. The chattel
         paper, documents and instruments of Debtor pledged hereunder have only
         one original counterpart and no party other than Debtor or Secured
         Party is in actual or constructive possession of any such chattel
         paper, documents or instruments.


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         4. Affirmative Covenants. In addition to all covenants and agreements
of Debtor set forth in the Loan Documents, which are incorporated herein by this
reference, Debtor will comply with the covenants contained in this Section 4 at
all times during the period of time this Agreement is effective unless Secured
Party shall otherwise consent in writing.

                  (a) Ownership and Liens. Debtor will maintain good and
         marketable title to all Collateral free and clear of all liens,
         security interests, encumbrances or adverse claims, except for the
         security interest created by this Agreement and the security interests
         and other encumbrances expressly permitted herein or by the other Loan
         Documents. Debtor will not permit any dispute, right of setoff,
         counterclaim or defense to exist with respect to all or any part of the
         Collateral. Debtor will cause any financing statement or other security
         instrument with respect to the Collateral to be terminated, except as
         may exist or as may have been filed in favor of Secured Party. Debtor
         will defend at its expense Secured Party's right, title and security
         interest in and to the Collateral against the claims of any third
         party.

                  (b) Further Assurances. Debtor will from time to time at its
         expense promptly execute and deliver all further instruments and
         documents and take all further action necessary or appropriate or that
         Secured Party may request in order (i) to perfect and protect the
         security interest created or purported to be created hereby and the
         first priority of such security interest, (ii) to enable Secured Party
         to exercise and enforce its rights and remedies hereunder in respect of
         the Collateral, and (iii) to otherwise effect the purposes of this
         Agreement, including without limitation: (A) executing and filing such
         financing or continuation statements, or amendments thereto; and (B)
         furnishing to Secured Party from time to time statements and schedules
         further identifying and describing the Collateral and such other
         reports in connection with the Collateral, all in reasonable detail
         satisfactory to Secured Party.

                  (c) Inspection of Collateral. Debtor will keep adequate
         records concerning the Collateral and will permit Secured Party and all
         representatives and agents appointed by Secured Party to inspect any of
         the Collateral and the books and records of or relating to the
         Collateral at any time during normal business hours, to make and take
         away photocopies, photographs and printouts thereof and to write down
         and record any such information.

                  (d) Payment of Taxes. Debtor (i) will timely pay all property
         and other taxes, assessments and governmental charges or levies imposed
         upon the Collateral or any part thereof, (ii) will timely pay all
         lawful claims which, if unpaid, might become a lien or charge upon the
         Collateral or any part thereof, and (iii) will maintain appropriate
         accruals and reserves for all such liabilities in a timely fashion in
         accordance with generally accepted accounting principles. Debtor may,
         however, delay paying or discharging any such taxes, assessments,
         charges, claims or liabilities so long as the validity thereof is
         contested in good faith by proper proceedings and provided Debtor has
         set aside on Debtor's books adequate reserves therefor; provided,
         however, Debtor understands and agrees that in the event of any such
         delay in payment or discharge and upon Secured Party's written request,
         Debtor will establish with Secured Party an escrow acceptable to
         Secured Party adequate to cover the payment of such taxes, assessments
         and governmental charges with interest, costs and


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         penalties and a reasonable additional sum to cover possible costs,
         interest and penalties (which escrow shall be returned to Debtor upon
         payment of such taxes, assessments, governmental charges, interests,
         costs and penalties or disbursed in accordance with the resolution of
         the contest to the claimant) or furnish Secured Party with an indemnity
         bond secured by a deposit in cash or other security acceptable to
         Secured Party. Notwithstanding any other provision contained in this
         Subsection, Secured Party may at its discretion exercise its rights
         under Subsection 6(c) at any time to pay such taxes, assessments,
         governmental charges, interest, costs and penalties.

                  (e) Mortgagee's and Landlord's Waivers. Debtor shall cause
         each mortgagee of real property owned by Debtor and each landlord of
         real property leased by Debtor to execute and deliver agreements
         satisfactory in form and substance to Secured Party by which such
         mortgagee or landlord waives or subordinates any rights it may have in
         the Collateral.

                  (f) Condition of Goods. Debtor will maintain, preserve,
         protect and keep all Collateral which constitutes goods in good
         condition, repair and working order and will cause such Collateral to
         be used and operated in good and workmanlike manner, in accordance with
         applicable laws and in a manner which will not make void or cancelable
         any insurance with respect to such Collateral. Debtor will promptly
         make or cause to be made all repairs, replacements and other
         improvements to or in connection with the Collateral, which Secured
         Party may request from time to time.

                  (g) Insurance. Debtor will, at its own expense, maintain
         insurance with respect to all Collateral which constitutes goods in
         such amounts, against such risks, in such form and with such insurers,
         as shall be satisfactory to Secured Party from time to time. If
         requested by Secured Party, each policy for property damage insurance
         shall provide for all losses to be paid directly to Secured Party. If
         requested by Secured Party, each policy of insurance maintained by
         Debtor shall (i) name Debtor and Secured Party as insured parties
         thereunder (without any representation or warranty by or obligation
         upon Secured Party) as their interests may appear, (ii) contain the
         agreement by the insurer that any loss thereunder shall be payable to
         Secured Party notwithstanding any action, inaction or breach of
         representation or warranty by Debtor, (iii) provide that there shall be
         no recourse against Secured Party for payment of premiums or other
         amounts with respect thereto, and (iv) provide that at least thirty
         (30) days prior written notice of cancellation or of lapse shall be
         given to Secured Party by the insurer. Debtor will, if requested by
         Secured Party, deliver to Secured Party original or duplicate policies
         of such insurance and, as often as Secured Party may reasonably
         request, a report of a reputable insurance broker with respect to such
         insurance. Debtor will also, at the request of Secured Party, duly
         execute and deliver instruments of assignment of such insurance
         policies and cause the respective insurers to acknowledge notice of
         such assignment. All insurance payments in respect of loss of or damage
         to any Collateral shall be paid to Secured Party and applied as Secured
         Party in its sole discretion deems appropriate.

                  (h) Accounts and General Intangibles. Debtor will, except as
         otherwise provided in Subsection 6(e), collect, at Debtor's own
         expense, all amounts due or to become due under each of the accounts
         and general intangibles. In connection with such collections, Debtor
         may



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         and, at Secured Party's direction, will take such action not otherwise
         forbidden by Subsection 5(e) as Debtor or Secured Party may deem
         necessary or advisable to enforce collection or performance of each of
         the accounts and general intangibles. Debtor will also duly perform and
         cause to be performed all of its obligations with respect to the goods
         or services, the sale or lease or rendition of which gave rise or will
         give rise to each account and all of its obligations to be performed
         under or with respect to the general intangibles. Debtor also covenants
         and agrees to take any action and/or execute any documents that Secured
         Party may request in order to comply with the Federal Assignment of
         Claims Act, as amended.

                  (i) Chattel Paper, Documents and Instruments. Debtor will take
         such action as may be requested by Secured Party in order to cause any
         chattel paper, documents or instruments to be valid and enforceable and
         will cause all chattel paper to have only one original counterpart.
         Upon request by Secured Party, Debtor will deliver to Secured Party all
         originals of chattel paper, documents or instruments and will mark all
         chattel paper with a legend indicating that such chattel paper is
         subject to the security interest granted hereunder.

         5. Negative Covenants. Debtor will comply with the covenants contained
in this Section 5 at all times during the period of time this Agreement is
effective, unless Secured Party shall otherwise consent in writing.

                  (a) Transfer or Encumbrance. Debtor will not (i) sell, assign
         (by operation of law or otherwise), transfer, exchange, lease or
         otherwise dispose of any of the Collateral, (ii) grant a lien or
         security interest in or execute, file or record any financing statement
         or other security instrument with respect to the Collateral to any
         party other than Secured Party, or (iii) deliver actual or constructive
         possession of any of the Collateral to any party other than Secured
         Party, except for (A) sales and leases of inventory in the ordinary
         course of business, and (B) the sale or other disposal of any item of
         equipment which is worn out or obsolete and which has been replaced by
         an item of equal suitability and value, owned by Debtor and made
         subject to the security interest under this Agreement, but which is
         otherwise free and clear of any lien, security interest, encumbrance or
         adverse claim; provided, however, the exceptions permitted in clauses
         (A) and (B) above shall automatically terminate upon the occurrence of
         an Event of Default.

                  (b) Impairment of Security Interest. Debtor will not take or
         fail to take any action, which would in any manner impair the value or
         enforceability of Secured Party's security interest in any Collateral.

                  (c) Possession of Collateral. Debtor will not cause or permit
         the removal of any Collateral from its possession, control and risk of
         loss, nor will Debtor cause or permit the removal of any Collateral
         from the address on the first page hereof and the addresses specified
         on Schedule 1 to this Agreement other than (i) as permitted by
         Subsection 5(a), or (ii) in connection with the possession of any
         Collateral by Secured Party or by its bailee.

                  (d) Goods. Debtor will not permit any Collateral which
         constitutes goods to at any time (i) be covered by any document except
         documents in the possession of the Secured



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         Party, (ii) become so related to, attached to or used in connection
         with any particular real property so as to become a fixture upon such
         real property, or (iii) be installed in or affixed to other goods so as
         to become an accession to such other goods unless such other goods are
         subject to a perfected first priority security interest under this
         Agreement.

                  (e) Compromise of Collateral. Debtor will not adjust, settle,
         compromise, amend or modify any Collateral, except an adjustment,
         settlement, compromise, amendment or modification in good faith and in
         the ordinary course of business; provided, however, this exception
         shall automatically terminate upon the occurrence of an Event of
         Default or upon Secured Party's written request. Debtor shall provide
         to Secured Party such information concerning (i) any adjustment,
         settlement, compromise, amendment or modification of any Collateral,
         and (ii) any claim asserted by any account debtor for credit,
         allowance, adjustment, dispute, setoff or counterclaim, as Secured
         Party may request from time to time.

                  (f) Financing Statement Filings. Debtor recognizes that
         financing statements pertaining to the Collateral have been or may be
         filed where Debtor maintains any Collateral, has its records concerning
         any Collateral or has its residence or chief executive office, as the
         case may be. Without limitation of any other covenant herein, Debtor
         will not cause or permit any change in the location of (i) any
         Collateral, (ii) any records concerning any Collateral, or (iii)
         Debtor's residence or chief executive office, as the case may be, to a
         jurisdiction other than as represented in Subsection 3(g) unless Debtor
         shall have notified Secured Party in writing of such change at least
         thirty (30) days prior to the effective date of such change, and shall
         have first taken all action required by Secured Party for the purpose
         of further perfecting or protecting the security interest in favor of
         Secured Party in the Collateral. In any written notice furnished
         pursuant to this Subsection, Debtor will expressly state that the
         notice is required by this Agreement and contains facts that may
         require additional filings of financing statements or other notices for
         the purpose of continuing perfection of Secured Party's security
         interest in the Collateral.

         6. Rights of Secured Party. Secured Party shall have the rights
contained in this Section 6 at all times during the period of time this
Agreement is effective.

                  (a) Additional Financing Statements Filings. Debtor hereby
         authorizes Secured Party to file, without the signature of Debtor, one
         or more financing or continuation statements, and amendments thereto,
         relating to the Collateral. Debtor further agrees that a carbon,
         photographic or other reproduction of this Security Agreement or any
         financing statement describing any Collateral is sufficient as a
         financing statement and may be filed in any jurisdiction Secured Party
         may deem appropriate.

                  (b) Power of Attorney. Debtor hereby irrevocably appoints
         Secured Party as Debtor's attorney-in-fact, such power of attorney
         being coupled with an interest, with full authority in the place and
         stead of Debtor and in the name of Debtor or otherwise, before or after
         the occurrence of an Event of Default, to take any action and to
         execute any instrument which Secured Party may deem necessary or
         appropriate to accomplish the purposes of this Agreement, including
         without limitation: (i) to execute and file financing or continuation



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         statements, or amendments thereto in the name of Debtor, (ii) to
         execute an authenticated record in the name of Debtor with respect to
         any deposit account of Debtor, (iii) to execute and delivery directions
         or instructions in the name of Debtor to any issuer or securities
         intermediary directing or instructing such issuer or securities
         intermediary to comply with entitlement orders originated by Secured
         Party without further consent of Debtor, (iv) to obtain and adjust
         insurance required by Secured Party hereunder; (v) to demand, collect,
         sue for, recover, compound, receive and give acquittance and receipts
         for moneys due and to become due under or in respect of the Collateral;
         (vi) to receive, endorse and collect any drafts or other instruments,
         documents and chattel paper in connection with clause (iv) or (v)
         above; and (vii) to file any claims or take any action or institute any
         proceedings which Secured Party may deem necessary or appropriate for
         the collection and/or preservation of the Collateral or otherwise to
         enforce the rights of Secured Party with respect to the Collateral.

                  (c) Performance by Secured Party. If Debtor fails to perform
         any agreement or obligation provided herein, Secured Party may itself
         perform, or cause performance of, such agreement or obligation, and the
         expenses of Secured Party incurred in connection therewith shall be a
         part of the Indebtedness, secured by the Collateral and payable by
         Debtor on demand.

                  (d) Debtor's Receipt of Proceeds. All amounts and proceeds
         (including instruments and writings) received by Debtor in respect of
         such accounts or general intangibles shall be received in trust for the
         benefit of Secured Party hereunder and, upon request of Secured Party,
         shall be segregated from other property of Debtor and shall be
         forthwith delivered to Secured Party in the same form as so received
         (with any necessary endorsement) and applied to the Indebtedness in
         such manner as Secured Party deems appropriate in its sole discretion.

                  (e) Notification of Account Debtors. Secured Party may at its
         discretion from time to time notify any or all obligors under any
         accounts or general intangibles (i) of Secured Party's security
         interest in such accounts or general intangibles and direct such
         obligors to make payment of all amounts due or to become due to Debtor
         thereunder directly to Secured Party, and (ii) to verify the accounts
         or general intangibles with such obligors. Secured Party shall have the
         right, at the expense of Debtor, to enforce collection of any such
         accounts or general intangibles and to adjust, settle or compromise the
         amount or payment thereof, in the same manner and to the same extent as
         Debtor.

         7. Events of Default. Each of the following constitutes an "Event of
Default" under this Agreement:

                  (a) Default in Payment. The failure, refusal or neglect of
         Borrower to make any payment of principal or interest on the
         Indebtedness, or any portion thereof, as the same shall become due and
         payable; or


                                       10
<PAGE>   11


                  (b) Non-Performance of Covenants. The failure of Borrower or
         any Obligated Party to timely and properly observe, keep or perform any
         covenant, agreement, warranty or condition required herein or in any of
         the other Loan Documents; or

                  (c) Default Under other Loan Documents. The occurrence of an
         event of default under any of the other Loan Documents; or

                  (d) False Representation. Any representation contained herein
         or in any of the other Loan Documents made by Borrower or any Obligated
         Party is false or misleading in any material respect; or

                  (e) Default to Third Party. The occurrence of any event which
         permits the acceleration of the maturity of any indebtedness owing by
         Borrower or any Obligated Party to any third party under any agreement
         or undertaking; or

                  (f) Debtor's Bankruptcy or Insolvency. If Borrower or any
         Obligated Party: (i) becomes insolvent, or makes a transfer in fraud of
         creditors, or makes an assignment for the benefit of creditors, or
         admits in writing its inability to pay its debts as they become due;
         (ii) generally is not paying its debts as such debts become due; (iii)
         has a receiver, trustee or custodian appointed for, or take possession
         of, all or substantially all of the assets of such party or any of the
         Collateral, either in a proceeding brought by such party or in a
         proceeding brought against such party and such appointment is not
         discharged or such possession is not terminated within sixty (60) days
         after the effective date thereof or such party consents to or
         acquiesces in such appointment or possession; (iv) files a petition for
         relief under the United States Bankruptcy Code or any other present or
         future federal or state insolvency, bankruptcy or similar laws (all of
         the foregoing hereinafter collectively called "Applicable Bankruptcy
         Law") or an involuntary petition for relief is filed against such party
         under any Applicable Bankruptcy Law and such involuntary petition is
         not dismissed within sixty (60) days after the filing thereof, or an
         order for relief naming such party is entered under any Applicable
         Bankruptcy Law, or any composition, rearrangement, extension,
         reorganization or other relief of debtors now or hereafter existing is
         requested or consented to by such party; (v) fails to have discharged
         within a period of sixty (60) days any attachment, sequestration or
         similar writ levied upon any property of such party; or (vi) fails to
         pay within thirty (30) days any final money judgment against such
         party.

                  (g) Execution on Collateral. The Collateral or any portion
         thereof is taken on execution or other process of law in any action
         against Debtor; or

                  (h) Abandonment. Debtor abandons the Collateral or any portion
         thereof; or

                  (i) Action by Other Lienholder. The holder of any lien or
         security interest on any of the assets of Debtor, including without
         limitation, the Collateral (without hereby implying the consent of
         Secured Party to the existence or creation of any such lien or security
         interest on the Collateral), declares a default thereunder or
         institutes foreclosure or other proceedings for the enforcement of its
         remedies thereunder; or



                                       11
<PAGE>   12


                  (j) Liquidation, Death and Related Events. If Borrower or any
         Obligated Party is an entity, the liquidation, dissolution, merger or
         consolidation of any such entity or, if Borrower or any Obligated Party
         is an individual, the death or legal incapacity of any such individual.

         8. Remedies and Related Rights. If an Event of Default shall have
occurred, and without limiting any other rights and remedies provided herein,
under any of the other Loan Documents or otherwise available to Secured Party,
Secured Party may exercise one or more of the rights and remedies provided in
this Section.

                  (a) Remedies. Secured Party may from time to time at its
         discretion, without limitation and without notice except as expressly
         provided in any of the Loan Documents:

                           (i) exercise in respect of the Collateral all the
                  rights and remedies of a secured party under the Code (whether
                  or not the Code applies to the affected Collateral);

                           (ii) require Debtor to, and Debtor hereby agrees that
                  it will at its expense and upon request of Secured Party,
                  assemble the Collateral as directed by Secured Party and make
                  it available to Secured Party at a place to be designated by
                  Secured Party which is reasonably convenient to both parties;

                           (iii) reduce its claim to judgment or foreclose or
                  otherwise enforce, in whole or in part, the security interest
                  granted hereunder by any available judicial procedure;

                           (iv) sell or otherwise dispose of, at its office, on
                  the premises of Debtor or elsewhere, the Collateral, as a unit
                  or in parcels, by public or private proceedings, and by way of
                  one or more contracts (it being agreed that the sale or other
                  disposition of any part of the Collateral shall not exhaust
                  Secured Party's power of sale, but sales or other dispositions
                  may be made from time to time until all of the Collateral has
                  been sold or disposed of or until the Indebtedness has been
                  paid and performed in full), and at any such sale or other
                  disposition it shall not be necessary to exhibit any of the
                  Collateral;

                           (v) buy the Collateral, or any portion thereof, at
                  any public sale;

                           (vi) buy the Collateral, or any portion thereof, at
                  any private sale if the Collateral is of a type customarily
                  sold in a recognized market or is of a type which is the
                  subject of widely distributed standard price quotations;

                           (vii) apply for the appointment of a receiver for the
                  Collateral, and Debtor hereby consents to any such
                  appointment; and



                                       12
<PAGE>   13



                           (viii) at its option, retain the Collateral in
                  satisfaction of the Indebtedness whenever the circumstances
                  are such that Secured Party is entitled to do so under the
                  Code or otherwise.

         Debtor agrees that in the event Debtor is entitled to receive any
         notice under the Uniform Commercial Code, as it exists in the state
         governing any such notice, of the sale or other disposition of any
         Collateral, reasonable notice shall be deemed given when such notice is
         deposited in a depository receptacle under the care and custody of the
         United States Postal Service, postage prepaid, at Debtor's address set
         forth on the first page hereof, five (5) days prior to the date of any
         public sale, or after which a private sale, of any of such Collateral
         is to be held. Secured Party shall not be obligated to make any sale of
         Collateral regardless of notice of sale having been given. Secured
         Party may adjourn any public or private sale from time to time by
         announcement at the time and place fixed therefor, and such sale may,
         without further notice, be made at the time and place to which it was
         so adjourned.

                  (b) Application of Proceeds. If any Event of Default shall
         have occurred, Secured Party may at its discretion apply or use any
         cash held by Secured Party as Collateral, and any cash proceeds
         received by Secured Party in respect of any sale or other disposition
         of, collection from, or other realization upon, all or any part of the
         Collateral as follows in such order and manner as Secured Party may
         elect:

                           (i) to the repayment or reimbursement of the
                  reasonable costs and expenses (including, without limitation,
                  reasonable attorneys' fees and expenses) incurred by Secured
                  Party in connection with (A) the administration of the Loan
                  Documents, (B) the custody, preservation, use or operation of,
                  or the sale of, collection from, or other realization upon,
                  the Collateral, and (C) the exercise or enforcement of any of
                  the rights and remedies of Secured Party hereunder;

                           (ii) to the payment or other satisfaction of any
                  liens and other encumbrances upon the Collateral;

                           (iii) to the satisfaction of the Indebtedness;

                           (iv) by holding such cash and proceeds as Collateral;

                           (v) to the payment of any other amounts required by
                  applicable law (including without limitation, Section
                  9.504(a)(3) of the Code or any other applicable statutory
                  provision); and

                           (vi) by delivery to Debtor or any other party
                  lawfully entitled to receive such cash or proceeds whether by
                  direction of a court of competent jurisdiction or otherwise.

                  (c) Deficiency. In the event that the proceeds of any sale of,
         collection from, or other realization upon, all or any part of the
         Collateral by Secured Party are insufficient to pay



                                       13
<PAGE>   14


         all amounts to which Secured Party is legally entitled, Borrower and
         any party who guaranteed or is otherwise obligated to pay all or any
         portion of the Indebtedness shall be liable for the deficiency,
         together with interest thereon as provided in the Loan Documents.

                  (d) Non-Judicial Remedies. In granting to Secured Party the
         power to enforce its rights hereunder without prior judicial process or
         judicial hearing, Debtor expressly waives, renounces and knowingly
         relinquishes any legal right which might otherwise require Secured
         Party to enforce its rights by judicial process. Debtor recognizes and
         concedes that non-judicial remedies are consistent with the usage of
         trade, are responsive to commercial necessity and are the result of a
         bargain at arm's length. Nothing herein is intended to prevent Secured
         Party or Debtor from resorting to judicial process at either party's
         option.

                  (e) Other Recourse. Debtor waives any right to require Secured
         Party to proceed against any third party, exhaust any Collateral or
         other security for the Indebtedness, or to have any third party joined
         with Debtor in any suit arising out of the Indebtedness or any of the
         Loan Documents, or pursue any other remedy available to Secured Party.
         Debtor further waives any and all notice of acceptance of this
         Agreement and of the creation, modification, rearrangement, renewal or
         extension of the Indebtedness. Debtor further waives any defense
         arising by reason of any disability or other defense of any third party
         or by reason of the cessation from any cause whatsoever of the
         liability of any third party. Until all of the Indebtedness shall have
         been paid in full, Debtor shall have no right of subrogation and Debtor
         waives the right to enforce any remedy which Secured Party has or may
         hereafter have against any third party, and waives any benefit of and
         any right to participate in any other security whatsoever now or
         hereafter held by Secured Party. Debtor authorizes Secured Party, and
         without notice or demand and without any reservation of rights against
         Debtor and without affecting Debtor's liability hereunder or on the
         Indebtedness to (i) take or hold any other property of any type from
         any third party as security for the Indebtedness, and exchange,
         enforce, waive and release any or all of such other property, (ii)
         apply such other property and direct the order or manner of sale
         thereof as Secured Party may in its discretion determine, (iii) renew,
         extend, accelerate, modify, compromise, settle or release any of the
         Indebtedness or other security for the Indebtedness, (iv) waive,
         enforce or modify any of the provisions of any of the Loan Documents
         executed by any third party, and (v) release or substitute any third
         party.

         9. Indemnity. Debtor hereby indemnifies and agrees to hold harmless
Secured Party, and its officers, directors, employees, agents and
representatives (each an "Indemnified Person") from and against any and all
liabilities, obligations, claims, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
(collectively, the "Claims") which may be imposed on, incurred by, or asserted
against, any Indemnified Person arising in connection with the Loan Documents,
the Indebtedness or the Collateral (including without limitation, the
enforcement of the Loan Documents and the defense of any Indemnified Person's
actions and/or inactions in connection with the Loan Documents). The
indemnification provided for in this Section shall survive the termination of
this Agreement and shall extend and continue to benefit each individual or
entity who is or has at any time been an Indemnified Person hereunder.




                                       14
<PAGE>   15


10.      Miscellaneous.

                  (a) Entire Agreement. This Agreement contains the entire
         agreement of Secured Party and Debtor with respect to the Collateral.
         If the parties hereto are parties to any prior agreement, either
         written or oral, relating to the Collateral, the terms of this
         Agreement shall amend and supersede the terms of such prior agreements
         as to transactions on or after the effective date of this Agreement,
         but all security agreements, financing statements, guaranties, other
         contracts and notices for the benefit of Secured Party shall continue
         in full force and effect to secure the Indebtedness unless Secured
         Party specifically releases its rights thereunder by separate release.

                  (b) Amendment. No modification, consent or amendment of any
         provision of this Agreement or any of the other Loan Documents shall be
         valid or effective unless the same is in writing and signed by the
         party against whom it is sought to be enforced.

                  (c) Actions by Secured Party. The lien, security interest and
         other security rights of Secured Party hereunder shall not be impaired
         by (i) any renewal, extension, increase or modification with respect to
         the Indebtedness, (ii) any surrender, compromise, release, renewal,
         extension, exchange or substitution which Secured Party may grant with
         respect to the Collateral, or (iii) any release or indulgence granted
         to any endorser, guarantor or surety of the Indebtedness. The taking of
         additional security by Secured Party shall not release or impair the
         lien, security interest or other security rights of Secured Party
         hereunder or affect the obligations of Debtor hereunder.

                  (d) Waiver by Secured Party. Secured Party may waive any Event
         of Default without waiving any other prior or subsequent Event of
         Default. Secured Party may remedy any default without waiving the Event
         of Default remedied. Neither the failure by Secured Party to exercise,
         nor the delay by Secured Party in exercising, any right or remedy upon
         any Event of Default shall be construed as a waiver of such Event of
         Default or as a waiver of the right to exercise any such right or
         remedy at a later date. No single or partial exercise by Secured Party
         of any right or remedy hereunder shall exhaust the same or shall
         preclude any other or further exercise thereof, and every such right or
         remedy hereunder may be exercised at any time. No waiver of any
         provision hereof or consent to any departure by Debtor therefrom shall
         be effective unless the same shall be in writing and signed by Secured
         Party and then such waiver or consent shall be effective only in the
         specific instances, for the purpose for which given and to the extent
         therein specified. No notice to or demand on Debtor in any case shall
         of itself entitle Debtor to any other or further notice or demand in
         similar or other circumstances.

                  (e) Costs and Expenses. Debtor will upon demand pay to Secured
         Party the amount of any and all costs and expenses (including without
         limitation, attorneys' fees and expenses), which Secured Party may
         incur in connection with (i) the transactions which give rise to the
         Loan Documents, (ii) the preparation of this Agreement and the
         perfection and preservation of the security interests granted under the
         Loan Documents, (iii) the administration of the Loan Documents, (iv)
         the custody, preservation, use or operation of,



                                       15
<PAGE>   16


         or the sale of, collection from, or other realization upon, the
         Collateral, (v) the exercise or enforcement of any of the rights of
         Secured Party under the Loan Documents, or (vi) the failure by Debtor
         to perform or observe any of the provisions hereof.

                  (f) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
         CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND
         APPLICABLE FEDERAL LAWS, EXCEPT TO THE EXTENT PERFECTION AND THE EFFECT
         OF PERFECTION OR NON-PERFECTION OF THE SECURITY INTEREST GRANTED
         HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL, ARE GOVERNED BY THE
         LAWS OF A JURISDICTION OTHER THAN THE STATE OF TEXAS.

                  (g) Venue. This Agreement has been entered into in the county
         in Texas where Secured Party's address for notice purposes is located,
         and it shall be performable for all purposes in such county. Courts
         within the State of Texas shall have jurisdiction over any and all
         disputes arising under or pertaining to this Agreement and venue for
         any such disputes shall be in the county or judicial district where
         this Agreement has been executed and delivered.

                  (h) Severability. If any provision of this Agreement is held
         by a court of competent jurisdiction to be illegal, invalid or
         unenforceable under present or future laws, such provision shall be
         fully severable, shall not impair or invalidate the remainder of this
         Agreement and the effect thereof shall be confined to the provision
         held to be illegal, invalid or unenforceable.

                  (i) No Obligation. Nothing contained herein shall be construed
         as an obligation on the part of Secured Party to extend or continue to
         extend credit to Borrower.

                  (j) Notices. All notices, requests, demands or other
         communications required or permitted to be given pursuant to this
         Agreement shall be in writing and given by (i) personal delivery, (ii)
         expedited delivery service with proof of delivery, or (iii) United
         States mail, postage prepaid, registered or certified mail, return
         receipt requested, sent to the intended addressee at the address set
         forth on the first page hereof or to such different address as the
         addressee shall have designated by written notice sent pursuant to the
         terms hereof and shall be deemed to have been received either, in the
         case of personal delivery, at the time of personal delivery, in the
         case of expedited delivery service, as of the date of first attempted
         delivery at the address and in the manner provided herein, or in the
         case of mail, upon deposit in a depository receptacle under the care
         and custody of the United States Postal Service. Either party shall
         have the right to change its address for notice hereunder to any other
         location within the continental United States by notice to the other
         party of such new address at least thirty (30) days prior to the
         effective date of such new address.

                  (k) Binding Effect and Assignment. This Agreement (i) creates
         a continuing security interest in the Collateral, (ii) shall be binding
         on Debtor and the heirs, executors, administrators, personal
         representatives, successors and assigns of Debtor, and (iii) shall
         inure



                                       16
<PAGE>   17


         to the benefit of Secured Party and its successors and assigns. Without
         limiting the generality of the foregoing, Secured Party may pledge,
         assign or otherwise transfer the Indebtedness and its rights under this
         Agreement and any of the other Loan Documents to any other party.
         Debtor's rights and obligations hereunder may not be assigned or
         otherwise transferred without the prior written consent of Secured
         Party.

                  (l) Cumulative Rights. All rights and remedies of Secured
         Party hereunder are cumulative of each other and of every other right
         or remedy which Secured Party may otherwise have at law or in equity or
         under any of the other Loan Documents, and the exercise of one or more
         of such rights or remedies shall not prejudice or impair the concurrent
         or subsequent exercise of any other rights or remedies.

                  (m) Gender and Number. Within this Agreement, words of any
         gender shall be held and construed to include the other gender, and
         words in the singular number shall be held and construed to include the
         plural and words in the plural number shall be held and construed to
         include the singular, unless in each instance the context requires
         otherwise.

                  (n) Descriptive Headings. The headings in this Agreement are
         for convenience only and shall in no way enlarge, limit or define the
         scope or meaning of the various and several provisions hereof.







                                       17
<PAGE>   18


            EXECUTED as of the date first written above.

                                                DEBTOR:

                                                EARTHCARE RESOURCE
                                                MANAGEMENT OF SOUTH
                                                FLORIDA, INC.

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







                                       18
<PAGE>   19



                                   SCHEDULE 1
                                       TO
                               SECURITY AGREEMENT
                               DATED MARCH 5, 2001





The other addresses referenced in Subsection 3(g) are as follows:








<PAGE>   20


                               FINANCING STATEMENT

         This instrument is prepared and is intended to be a Financing Statement
complying with the formal requisites therefor as set forth in the Uniform
Commercial Code.

         1 The name and address of the debtor ("Debtor") is:

            EARTHCARE RESOURCE MANAGEMENT OF SOUTH FLORIDA, INC.
            is 4800 N. Federal Highway
            Boca Raton, Florida 33431

         2 The name and address of the secured party ("Secured Party") is:

            Don A. Sanders
            Don A. Sanders, Independent Executor of the Estate of John E. Drury
            Sanders Opportunity Fund, L.P.
            Sanders Opportunity Fund (Institutional), L.P.
            Katherine U. Sanders
            Don Weir
            600 Travis, Suite 3100
            Houston, Texas 77002

         3 This Financing Statement covers the following types or items of
property (collectively, the "Collateral"):

         All rights, titles, and interests now owned or hereafter acquired by
Debtor in:

            All present and future accounts, chattel paper, documents, and
            instruments (including any right to payment of a monetary
            obligation, whether or nor earned by performance: for any property
            that is sold, leased, licensed, assigned or otherwise disposed of;
            for services rendered or to be rendered; for a secondary obligation
            incurred or to be incurred; and for insurance company receivables ),
            now or hereafter owned, held, or acquired by Debtor, together with
            any and all books of account, customer lists and other records
            relating in any way to the foregoing (including, without limitation,
            computer software, whether on tape, disk, card, strip, cartridge or
            any other form), and in any case where an account arises from the
            sale of property, the interest of Debtor in such property.

            All present and hereafter acquired inventory (including without
            limitation, all goods that are leased by a person as lessor, are
            held by a person for sale or lease or to be furnished under a
            contract of service, are furnished by a person under a contract of
            service, or consist of raw materials, work in process, or materials
            used or consumed in a business) held, possessed, owned, held on
            consignment, or held for sale, lease, return or to be furnished
            under contracts of services, in whole or in part, by Debtor wherever
            located, and all records relating in any way to the foregoing
            (including,



<PAGE>   21


            without limitation, any computer software, whether on tape, disk,
            card, strip, cartridge or any other form).

            All equipment (including without limitation, all goods other than
            inventory) and fixtures of whatsoever kind and character now or
            hereafter possessed, held, acquired, leased, or owned by Debtor and
            used or usable in Debtor's business, together with all replacements,
            accessories, additions, substitutions and accessions to all of the
            foregoing, and all records relating in any way to the foregoing
            (including, without limitation, any computer software, whether on
            tape, disk, card, strip, cartridge or any other form). To the extent
            that the foregoing property is located on, attached to, annexed to,
            related to, or used in connection with, or otherwise made a part of,
            and is or shall become fixtures upon, real property, such real
            property and the record owner thereof is described on Exhibit A
            attached hereto and made a part hereof.

            All now existing or hereafter acquired general intangibles of every
            kind and nature, all payment intangibles, permits, regulatory
            approvals, copyrights, patents, trademarks, service marks, trade
            names, mask works, goodwill, licenses and all other intellectual
            property owned by Debtor or used in Debtor's business.

            All investment property of every kind and nature, including all
            securities, whether certificated or uncertificated, security
            entitlements, securities accounts, commodity accounts, or commodity
            contracts, now or hereafter owned, held, or acquired by Debtor.

            All deposit accounts now or hereafter owned, held, or acquired by
            Debtor.

         The term Collateral, as used herein, shall also include all products
         and proceeds of all of the foregoing (including without limitation,
         insurance payable by reason of loss or damage to the foregoing
         property) and any property, securities, guaranties or monies of Debtor
         which may at any time come into the possession of Secured Party.

         4 This Financing Statement is presented for filing to the Secretary of
State of Florida.

                                             EARTHCARE RESOURCE MANAGEMENT OF
                                             SOUTH FLORIDA, INC.


                                             By:
                                               --------------------------------
                                                Name: William W. Solomon, Jr.
                                                  Title: Chief Financial Office