Exhibit 10.61
                               SECURITY AGREEMENT

         This Security  Agreement  (this  "Agreement") is entered into effective
the 25th day of March, 1999, by and between Exsorbet Technical Services Inc., an
Arkansas corporation (the "Debtor"), and American Physicians Service Group, 
Inc., a Texas corporation (the "Secured Party").

                                R E C I T A L S:

         A. Consolidated Eco-Systems,  Inc., an Idaho corporation formerly known
as Exsorbet  Industries,  Inc.  ("Consolidated"),  the parent company of Debtor,
executed and delivered that certain  Promissory  Note dated November 6, 1997 (as
amended,  supplemented,  or modified,  and including any replacement  thereof or
substitution  therefore,  the "Note") in the original  principal amount of Three
Million  Seven  Hundred  Eighty-Eight   Thousand  Five  Hundred  Eighty  Dollars
($3,788,580) payable to the order of Secured Party.

         B. The Note was issued  pursuant to a Master  Refinancing  Agreement of
even  date  with the Note  (the  "Loan  Agreement")  between  Consolidated,  its
subsidiaries and Secured Party.  The obligations of Consolidated  under the Note
and the Loan Agreement are guaranteed by certain guaranty agreements executed by
Debtor and the other  subsidiaries of Consolidated,  and are secured pursuant to
the terms of certain  security  agreements,  pledges  and other  agreements  and
instruments   entered  into  by   Consolidated   and  certain   subsidiaries  of
Consolidated.  The Loan Agreement and all such guarantees,  security agreements,
pledges and other agreements and instruments are collectively referred to herein
as the "Original Security Documents."

<PAGE>

         C. Debtor will,  concurrently  with its  execution  of this  Agreement,
execute and deliver that certain  Master  Restructuring  Agreement  (the "Second
Loan Agreement"),  of even date herewith, by and between  Consolidated,  Debtor,
all of Consolidated's other wholly or partially owned subsidiaries,  and Secured
Party, along with other guarantees,  security  agreements,  pledges,  documents,
agreements,  contracts,  instruments and  certificates  contemplated  therein or
executed and  delivered in  connection  therewith  (collectively,  including the
Second Loan Agreement and this Agreement, the "New Security Documents").

         D.  Debtor  has  received,  and  will  continue  to  receive,  valuable
consideration as a result of the  transactions  evidenced by, or related to, the
Note,  the Original  Security  Documents,  the New Security  Documents  and this
Agreement.

         E. Debtor has agreed to pledge the  Collateral  (as  defined  below) to
secure certain  obligations and liabilities,  including  without  limitation (i)
Consolidated's  obligations  under the Note, (ii) Debtor's,  Consolidated's  and
Consolidated's  other subsidiaries'  performance of the covenants and agreements
set forth in the Original Security Documents, (iii) Debtor's, Consolidated's and
Consolidated's  other subsidiaries'  performance of the covenants and agreements
set forth in the New Security  Documents,  and (iv) Debtor's  performance of the
covenants more fully set forth herein.

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<PAGE>

                                   AGREEMENTS:

         NOW, THEREFORE, in consideration of the foregoing and the covenants and
agreements hereinafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which Debtor  acknowledges,  Debtor and Secured Party
agree as follows:


                                    ARTICLE I
                             AGREEMENT; INDEBTEDNESS

         1.1 Security  Interest.  Debtor assigns and transfers to Secured Party,
and grants to Secured Party a continuing security interest in and lien upon (the
"Security Interest"),  the Collateral (as defined in Article II below) to secure
the payment and the performance of the Indebtedness (as hereinafter defined).

         1.2   Indebtedness.   The  following   indebtedness   and   obligations
(collectively,  the  "Indebtedness")  are  secured  by  this  Agreement  and the
Security Interest:

                  (a) All debt,  obligations,  liabilities,  and  agreements  of
         Debtor,  Consolidated  and/or any of  Consolidated's  subsidiaries,  to
         Secured Party,  now or hereafter  existing,  arising  directly  between
         Debtor and Secured Party,  Consolidated and Secured Party and/or any of
         Consolidated's  subsidiaries  and Secured Party, or acquired  outright,
         conditionally, or as collateral security from another by Secured Party,



<PAGE>

                                       3
         absolute or contingent,  joint or several, secured or unsecured, due or
         not due, contractual or tortious,  liquidated or unliquidated,  arising
         by operation of law or otherwise,  including,  without limitation,  all
         obligations  and amounts due under the Note and the  Original  Security
         Documents,  the New Security Documents,  and all renewals,  extensions,
         modifications, or rearrangements of any of the foregoing.

                  (b)  Secured  Party's  participation  in any debt of Debtor to
another person.

                  (c) All costs  incurred by Secured Party to obtain,  preserve,
         perfect,  and enforce  this  Agreement  and the Security  Interest,  to
         collect the  Indebtedness,  and to  maintain,  preserve,  collect,  and
         enforce   the   Collateral,   including   but  not  limited  to  taxes,
         assessments,  insurance premiums,  repairs,  reasonable attorney's fees
         and legal expenses, rent, storage costs and expenses of sale.

                  (d) Interest on the above  amounts as agreed  between  Secured
         Party and Debtor,  or if there is no agreement,  at the highest  lawful
         rate.


                                   ARTICLE II
                                   COLLATERAL

         The Security Interest is granted in the following, whether now owned or
hereafter acquired, and wherever located (the "Collateral"):

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<PAGE>


                  (a) All  accounts  (whether  or not  earned  by  performance),
         letters  of  credit,  contract  rights,  chattel  paper,   instruments,
         securities,  documents,  securities  accounts,  security  entitlements,
         commodity  contracts,  commodity accounts,  investment property and all
         other  forms of  obligations  at any time owing to such  borrower,  all
         guaranties and other security  therefor,  all  merchandise  returned or
         repossessed  by Debtor,  and all rights of  stoppage in transit and all
         other rights or remedies of an unpaid  vendor,  lienor or secured party
         (collectively referred to herein as "Accounts").

                  (b) All goods,  merchandise or other personal property,  to be
         furnished  under  any  contract  of  service  or held for sale or lease
         (including  without  limitation  all raw  materials,  work in  process,
         finished goods and goods in transit,  and including without  limitation
         all farm  products),  and all  materials and supplies of every kind and
         description  used in  Debtor's  operations  or owned by Debtor  and any
         interests in any of the foregoing,  and all  attachments,  accessories,
         accessions, replacements,  substitutions,  additions or improvements to
         any of the foregoing, wherever located (collectively referred to herein
         as "Inventory").

                  (c) All machinery,  molds, machine tools,  motors,  furniture,
         equipment,  furnishings,  fixtures,  trade  fixtures,  motor  vehicles,
         tools,  parts, dies, jigs, goods and other goods (other than Inventory)
         of every kind and description  used in Debtor's  operations or owned by
         Debtor and any interest in any of the foregoing,  and all  attachments,
         accessories,  accessions,  replacements,  substitutions,  additions, or


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<PAGE>

         improvements,  to any of the foregoing,  wherever located (collectively
         referred to herein as "Equipment").

                  (d) Investment Property,  as defined in Chapter 9 of the Texas
UCC (as hereinafter defined).

                  (e) All  choses  in  action,  contract  rights,  documents  or
         certificates  of title,  causes of action,  corporate or other business
         records, Deposit Accounts,  Investment Property,  inventions,  designs,
         drawings, blueprints, patents, patent applications,  trademarks and the
         goodwill of the business symbolized thereby,  names, trade names, trade
         secrets, goodwill,  copyrights,  registrations,  licenses,  franchises,
         customer lists,  security and other deposits,  rights in all litigation
         presently  or  hereafter  pending  for any cause or claim  (whether  in
         contract,  tort or  otherwise),  and  all  judgments  now or  hereafter
         arising therefrom, all claims of such Debtor against the Secured Party,
         rights to  purchase  or sell  real or  personal  property,  rights as a
         licensor  or  licensee  of  any  kind,  royalties,  telephone  numbers,
         proprietary  information,  purchase orders,  and all insurance policies
         and  claims  (including  without  limitation  life  insurance,  key man
         insurance,  credit insurance,  liability insurance,  property insurance
         and other insurance), tax refunds and claims, computer programs, discs,
         tapes and tape files,  claims under  guarantees  security  interests or
         other  security  held by or  granted  to such  Debtor,  all  rights  to
         indemnification  and all other  intangible  property  of every kind and
         nature  (other  than  Accounts)  (collectively  referred  to  herein as
         "General  Intangibles"),  including  without  limitation,  all of  such
         Debtor deposit accounts,  as defined in Chapter 9 of the Texas UCC, and


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<PAGE>

         all  money  and all  property  now or at any time in the  future in the
         Secured Party's possession (including claims and credit balances)

                  (f) All security for the payment of any of the foregoing,  and
         all goods which gave or will give rise to any of the  foregoing  or are
         evidenced, identified, or represented therein or thereby.

                  (g) All real estate or other real  property  now or  hereafter
acquired by Debtor.

                  (h)  All  assets  or  other  property  similar  to  any of the
         foregoing hereafter acquired by Debtor.

                  (i) All other  assets or  property  of  Debtor  not  otherwise
         described above, whether now owned or hereafter acquired.

                  (j) All proceeds of any of the foregoing  (including  proceeds
         of any insurance  policies,  proceeds of proceeds,  and claims  against
         third parties), all products of any of the foregoing, and all books and
         records related to any of the foregoing.


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<PAGE>

                                   ARTICLE III
                               DEBTOR'S WARRANTIES

         Debtor represents and warrants to Secured Party as follows:

         3.1 Financing  Statements.  No statement  covering the Collateral is or
will be on file in any public office,  except the financing  statements relating
to this Security Interest and the financing statements relating to the Permitted
Liens (as hereinafter  defined). In the past five (5) years, Debtor has not used
or done business  under any name other than its legal name which is set forth on
the first page of this Agreement.

         3.2 Ownership.  Debtor owns the Collateral free from any setoff, claim,
restriction,  lien, security interest, or encumbrance except liens for taxes not
yet due, the Security Interest and the Permitted Liens.

         3.3 Fixtures and  Accessions.  Except for  Collateral of nominal value,
none of the  Collateral  is affixed  to real  estate or is an  accession  to any
goods,  or will  become a fixture  or  accession,  except as  expressly  set out
herein. All real property owned by Debtor is described, by legal description and
street address,  on Schedule I hereto,  all of which shall be deemed included in
the Collateral.


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<PAGE>

         3.4 Claims of  Debtors on  Collateral.  No  account  debtors  and other
obligors whose debts or obligations are part of the Collateral have any right to
setoffs, counterclaims, or adjustments, or any defenses in connection therewith.

         3.5 Liens. Neither Debtor nor any person acting on Debtor's behalf has,
or shall have any right, power, or authority to and shall not create,  incur, or
permit to be  placed or  imposed  upon the  Collateral,  any lien of any type or
nature  whatsoever  superior  to the liens in favor of  Secured  Party  provided
herein;  provided  those  certain  liens  described  on  Schedule  II  hereof in
existence  on the date hereof (the  "Permitted  Liens") may remain in  existence
subject to the terms and conditions of this Agreement.

         3.6  Accuracy of Financial  Statements.  All balance  sheets,  earnings
statements,  and  other  financial  data  which  have been or  hereafter  may be
furnished to Secured  Party to induce it to permit the  Indebtedness  or to make
this  Agreement  or in  conjunction  herewith  truly  represent  or shall  truly
represent the financial  condition and  operations of Debtor as of the dates and
for the periods shown thereon; and all other information,  reports,  papers, and
data furnished to Secured Party are or shall be, at the time furnished, accurate
and correct in all respects  and  complete  insofar as necessary to give Secured
Party a true and accurate knowledge of the subject matter.

         3.7 Power and  Authority.  Debtor has full power and authority to enter
into and perform this Agreement.


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<PAGE>

         3.8 Principal Place of Business.  Debtor's chief executive office is at
Debtor's address stated above in Little Rock, Pulaski County, Arkansas, and 
such address is also where Debtor keeps its books and records.

         3.9 Location of Collateral.  All of Debtor's Inventory and Equipment is
located at Debtor's  principal  place of business  located at 3201 West 65th
Street, Little Rock, Arkansas 72209.  Debtor has exclusive  possession
and control of its Inventory and Equipment.

         3.10 Perfection.  Upon the filing of the UCC financing  statements with
the  Office  of the  Arkansas  Secretary  of State  and the  Office of the Texas
Secretary of State, the Security  Interest will constitute a valid and perfected
lien upon and security  interest in the Collateral  superior to all other liens,
claims or encumbrances except the Permitted Liens.

         3.11 Solvency.  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  or  within
forty-five (45) days thereafter, 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.


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<PAGE>

                                   ARTICLE IV
                               DEBTOR'S COVENANTS

         Debtor covenants and agrees that:

         4.1  Indebtedness  and This  Agreement.  Debtor shall pay, or cause the
payment of, the  Indebtedness,  and any  indebtedness  secured by the  Permitted
Liens,  in  accordance  with its  terms and shall  promptly  perform  all of its
agreements  herein and in any other  agreements  between it and Secured Party or
between it and the holder of any Permitted Liens.

         4.2 Ownership of Collateral. At the time Debtor grants to Secured Party
a security  interest  in any  Collateral,  Debtor  shall be the  absolute  owner
thereof and shall have the right to grant such security  interest.  Debtor shall
defend the Collateral  against all claims and demands of all persons at any time
claiming any interest  therein  adverse to Secured Party.  Debtor shall keep the
Collateral free from all liens and security interests except those for taxes not
yet due, the Security  Interest and the Permitted Liens.  Debtor shall not allow
any of the Permitted Liens to secure any indebtedness or obligations  other than
the specific  indebtedness  or obligations  outstanding,  and only to the extent
outstanding,  on the date this  Agreement  is  entered  into that are  expressly
secured by the applicable Permitted Liens as of such date. Debtor will not incur
or permit any increase in any  indebtedness or obligation  secured by any of the
Permitted Liens and will not enter into,  consent to, grant,  agree to or permit
any amendment  modification  or waiver of any right of Debtor or of any security
agreement contract,  understanding or other agreement of any kind which creates,
grants or otherwise gives risk to any of the Permitted Liens.


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<PAGE>

         4.3  Insurance.  Debtor  shall  insure the  Collateral  with  companies
acceptable  to Secured  Party  against  such  casualties  and in such amounts as
Secured Party shall  require.  All insurance  policies  shall be written for the
benefit of Debtor and Secured Party as their  interests may appear,  or in other
form satisfactory to Secured Party, and such policies or certificates evidencing
the same shall be furnished to Secured  Party.  All policies of insurance  shall
provide for written  notice to Secured Party  simultaneously  with any notice of
cancellation  or other  termination  being given to Debtor,  and in any event at
least 10 days prior to cancellation or other termination. Risk of loss or damage
is Debtor's to the extent of any deficiency in any effective insurance coverage.
Secured Party is appointed  Debtor's  attorney-in-fact  to collect any return or
unearned  premiums or the proceeds of such insurance and to endorse any draft or
check payable to Debtor therefor.

         4.4 Maintenance.  Debtor shall keep and maintain the Collateral in good
condition, reasonable wear and tear excepted.

         4.5 Secured  Party's  Costs.  Debtor  shall pay all costs  necessary to
obtain, preserve,  perfect,  defend, and enforce the Security Interest,  collect
the Indebtedness,  and preserve,  defend,  enforce,  and collect the Collateral,
including but not limited to taxes,  assessments,  insurance premiums,  repairs,
reasonable  attorney's fees and legal expenses,  feed, rent,  storage costs, and
expenses  of  sales.  Whether  Collateral  is  or  is  not  in  Secured  Party's
possession,  and without any  obligation to do so and without  waiving  Debtor's
default for failure to make any such  payment,  Secured  Party at its option may
pay any such costs and expenses,  discharge encumbrances on the Collateral,  and


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<PAGE>

pay for  insurance  of  Collateral,  and  such  payment  shall  be a part of the
Indebtedness.  Debtor agrees to reimburse  Secured Party on demand for any costs
so incurred.

         4.6 Information and Inspection.  Debtor shall (i) furnish Secured Party
any financial statements of Debtor or reports to Debtor by accountants or others
pertaining to Debtor's  business as soon as available,  and any information with
respect to the Collateral  requested by Secured Party;  (ii) allow Secured Party
to inspect the Collateral,  at any time and wherever located, and to inspect and
copy,  or furnish  Secured  Party with  copies of, all  records  relating to the
Collateral and the Indebtedness; (iii) furnish Secured Party such information as
Secured  Party  may  request  to  identify  inventory,   accounts,  and  general
intangibles  in  Collateral,  at the time and in the form  requested  by Secured
Party;  and (iv)  deliver upon  request to Secured  Party  shipping and delivery
receipts  evidencing  the shipment of goods and invoices  evidencing the receipt
of, and the payment for, inventory in Collateral.

         4.7 Further Assurances.  Debtor shall execute and deliver any documents
or instruments  (including without limitation any financing  statements or deeds
of trust) furnished by Secured Party, and take such further action,  at Debtor's
sole cost and expense,  which are  necessary in the judgment of Secured Party to
obtain,  maintain, and perfect the Security Interest and to enable Secured Party
to comply  with the  Federal  Assignment  of Claims Act or any other  federal or
state law in order to obtain or perfect Secured  Party's  interest in Collateral
or to obtain proceeds of Collateral.


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<PAGE>

         4.8 Parties Liable on Collateral. Debtor will preserve the liability of
all obligors on any  Collateral  and will  preserve the priority of all security
therefor.  Secured  Party  shall  have no duty to  preserve  such  liability  or
security,  but may do so at the  expense of  Debtor,  without  waiving  Debtor's
default.

         4.9 Modification of Collateral.  Without the written consent of Secured
Party, which consent shall not be unreasonably withheld,  Debtor shall not agree
to any  modification  of any of the terms of any  accounts,  contracts,  chattel
paper, general intangibles, or instruments constituting part of the Collateral.

         4.10 Right of Secured  Party to Notify  Debtors.  At any time,  whether
Debtor is or is not in default  under this  Agreement,  Secured Party may notify
persons  obligated on any Collateral to make payments  directly to Secured Party
and Secured  Party may take  control of all  proceeds of any  Collateral.  Until
Secured Party elects to exercise such rights, Debtor, as agent of Secured Party,
shall collect and enforce all payments owed on Collateral.

         4.11  Delivery of  Receipts  of Secured  Party;  Rejected  Goods.  Upon
Secured  Party's  demand,  Debtor  shall  deposit,  upon receipt and in the form
received,  with any necessary endorsement,  all payments received as proceeds of
Collateral,  in a special bank account in a bank of Secured  Party's choice over
which  Secured  Party  alone shall have power of  withdrawal.  The funds in said
account shall secure the  Indebtedness.  Secured Party is authorized to make any
endorsement in Debtor's name and behalf. Pending such deposit,  Debtor shall not
mingle any such payments with any of Debtor's other funds or property,  but will
hold them  separate and

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<PAGE>

upon an express trust for Secured  Party.  Secured Party
may from time to time  apply  the whole or any part of the funds in the  special
account  against the  Indebtedness.  Unless  Secured  Party  notifies  Debtor in
writing that it dispenses  with any one or more of the  following  requirements,
Debtor shall:

                  (a) inform  Secured  Party  immediately  of the  rejection  of
         goods,  delay in delivery or  performance,  or claim made, in regard to
         any Collateral;

                  (b)  keep  returned  goods   segregated  from  Debtor's  other
         property,  and hold the goods as trustee for Secured Party until it has
         paid Secured  Party the amount  loaned  against the related  account or
         chattel paper and deliver the goods on demand to Secured Party; and

                  (c) pay  Secured  Party the  unpaid  amount of any  account in
         Collateral  (i) if the account is not paid when due;  (ii) if purchaser
         rejects  the goods or  services  covered  by the  account;  or (iii) if
         Secured  Party shall at any time reject the account as  unsatisfactory.
         Secured Party may retain the account in  Collateral.  Secured Party may
         charge any deposit amount of Debtor with any such amounts.

         4.12 Records of Collateral.  Debtor at all times will maintain accurate
books and records  covering the  Collateral.  Debtor  immediately  will mark all
books and records with an entry showing the absolute  assignment of all accounts
in  Collateral  to Secured  Party and Secured Party is hereby given the right to
audit the books and  records of Debtor  relating to  Collateral 

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<PAGE>

at any time and
from time to time.  The amounts shown as owed to Debtor on Debtor's books and on
any assignment schedule will be the undisputed amounts owing and unpaid.  Debtor
shall  disclose  to  Secured  Party  all   agreements   modifying  any  account,
instrument, or chattel pater.

         4.13  Disposition  of  Collateral.  Debtor  will  not  sell,  transfer,
mortgage,  or otherwise  encumber any  Collateral or impair the value thereof in
any manner without Secured Party's prior written consent, which Secured Party is
under  no  obligation  whatsoever  to  give,  including  without  limitation  by
purchase, lease, barter, trade, payment deferral, or the creation, assumption or
guarantee of indebtedness  or other lending of credit;  provided,  however,  the
foregoing  shall not be applicable to Debtor with respect to (i) inventory sold,
leased, manufactured, processed, or consumed in the ordinary course of business,
and (ii)  unsecured  open account trade debts to unrelated  parties  incurred by
Debtor in the ordinary  course of business.  Secured  Party's written consent to
any sale,  mortgage,  transfer,  or  encumbrance  shall not be construed to be a
waiver of this provision with respect to any subsequent proposed sale, mortgage,
transfer,  or  encumbrance.  If disposition  of any Collateral  gives rise to an
account,  chattel paper, or instrument,  Debtor immediately shall notify Secured
Party,  and upon  request of Secured  Party shall  assign or endorse the same to
Secured Party.

         4.14  Accounts   Receivable.   Each  account  receivable   constituting
Collateral will represent the valid and legally enforceable  obligation of third
parties and shall not be evidenced by any  instrument or chattel  paper.  In the
event any account  shall give rise to any  instrument or chattel  paper,  Debtor
shall  immediately  endorse the same to Secured  Party and deliver all  original
such instruments and chattel paper to Secured Party.

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<PAGE>

         4.15  Location of Accounts  and  Inventory.  Debtor  shall give Secured
Party  written  notice  of each  office of  Debtor  in which  records  of Debtor
pertaining  to  accounts  in  Collateral  are kept,  and each  location at which
inventory  in  Collateral  is or will be  kept,  and of any  change  of any such
location.  If no such  notice is given,  all  records  of Debtor  pertaining  to
accounts  and all  inventory  are and shall be kept at  Debtor's  address  shown
above.

         4.16 Notice of Changes. Debtor will notify Secured Party immediately of
any  material  change in the  Collateral,  of a change in Debtor's  residence or
location,  of a change in any matter  warranted or represented by Debtor in this
Agreement or furnished to Secured Party, and of any Event of Default (as defined
in Section 6.1 hereof).

         4.17 Use and Removal of Collateral.  Debtor will not use the Collateral
illegally nor, except for Collateral of nominal value,  permit the Collateral to
be affixed to real or personal  property  without the prior  written  consent of
Secured  Party.  Debtor will not permit any of the Collateral to be removed from
the locations specified herein without the written consent of Secured Party.

         4.18  Possession of  Collateral.  If the  Collateral is chattel  paper,
documents,  instruments, or investment securities or other instruments,  Secured
Party may deliver a copy of this Agreement to the broker or seller  thereof,  or
any person in possession  thereof,  and such delivery shall constitute notice to
such person of Secured Party's  security  interest  therein and shall constitute
Debtor's  instruction to such person to deliver to Secured Party certificates or


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<PAGE>

other  evidence  of the  same as soon as  available.  Debtor  will  deliver  all
investment securities, other instruments, documents, and chattel paper which are
part  of the  Collateral  and  in  Debtor's  possession  to  the  Secured  Party
immediately,  or  if  hereafter  acquired,  immediately  following  acquisition,
appropriately  endorsed to Secured Party's order, or with appropriate,  executed
powers. Debtor waives presentment,  demand, notice of dishonor, protest, and all
other notices with respect thereto.

         4.19  Chattel  Paper.  Debtor has  perfected or will perfect a security
interest  by means  satisfactory  to Secured  Party in goods  covered by chattel
paper in Collateral.

         4.20  Consumer   Credit.   If  any  Collateral  or  proceeds   includes
obligations  of third  parties to Debtor,  the  transactions  giving rise to the
Collateral  shall  conform in all  respects to the  applicable  state or federal
consumer  credit law.  DEBTOR SHALL HOLD  HARMLESS AND  INDEMNIFY  SECURED PARTY
AGAINST ANY COST,  LOSS,  OR EXPENSE  INCLUDING  ATTORNEY'S  FEES,  ARISING FROM
DEBTOR'S BREACH OF THIS COVENANT.

         4.21 Change of Name.  Debtor  shall not change its name (or any assumed
name or other name under which Debtor does business) or its corporate  structure
without Secured Party's prior written  consent,  which shall not be unreasonably
withheld.  Debtor  will  not  change  its  principal  place of  business,  chief
executive  office,  or the place  where it keeps its  books and  records  unless
Debtor (i) shall have given Secured Party thirty (30) days prior written  notice
thereof,  and (ii) shall have taken all action deemed  necessary or desirable by
Secured Party to cause the Security Interest to be and remain perfected with the
priority required by this Agreement. Debtor shall 

                                       18
<PAGE>

execute all such documents and
agreements   (including  without  limitation  security   agreements,   financing
statements,  and  amendments  to  financing  statements)  as  Secured  Party may
reasonably request in connection with any such name change.

         4.22  Notation  on Title  Certificates.  If  certificates  of title are
issued or outstanding  with respect to any of the Collateral,  Debtor will cause
the Security Interest to be properly noted therein and deliver such certificates
to Secured Party.

         4.23 Power of  Attorney.  Debtor  appoints  Secured  Party as  Debtor's
attorney-in-fact  with full  power in  Debtor's  name and behalf to do every act
which  Debtor is obligated  to do or may be required to do  hereunder;  however,
nothing in this section shall be construed to obligate Secured Party to take any
action hereunder.

         4.24 Debtor's Waivers.  Debtor waives notice of the creation,  advance,
increase,  existence,  extension,  or  renewal  of, and of any  indulgence  with
respect to, the Indebtedness;  waives notice of intent to accelerate,  notice of
acceleration,  notice  of  intent  to  demand,  presentment,  demand,  notice of
dishonor,  and  protest;  waives  notice  of  the  amount  of  the  Indebtedness
outstanding  at any time,  notice of any change in  financial  condition  of any
person liable for the  Indebtedness or any part thereof,  notice of any Event of
Default,  and all other notices  respecting  the  Indebtedness;  and agrees that
maturity of the Indebtedness and any part thereof may be accelerated,  extended,
or renewed one or more times by Secured Party in its discretion,  without notice
to Debtor.


                                       19
<PAGE>

         4.25 Other Parties and Other Collateral.  No renewal or extension of or
any other  indulgence with respect to the  Indebtedness or any part thereof,  no
release  of any  security,  no  release  of any  person  (including  any  maker,
endorser,  guarantor,  or  surety)  liable  on the  Indebtedness,  no  delay  in
enforcement  of payment,  and no delay or admission or lack of diligence or care
in  exercising  any  right or power  with  respect  to the  Indebtedness  or any
security  therefor or guaranty  thereof or under this  Agreement  shall in other
manner  impair or affect the rights of Secured  Party under the law,  under this
Agreement, or under any other agreement pertaining to the other security for the
Indebtedness,  before  foreclosing upon the Collateral for the purpose of paying
the  Indebtedness.  Debtor  waives any right to the  benefit of or to require or
control application of any other security or proceeds thereof, and Debtor agrees
that Secured  Party shall have no duty or  obligation  to Debtor to apply to the
Indebtedness any such other security or proceeds thereof.

                                    ARTICLE V
                       RIGHTS AND POWERS OF SECURED PARTY

         Secured Party, after default,  without liability to Debtor, may: obtain
from any  person  information  regarding  Debtor  or  Debtor's  business,  which
information  any such  person  also may  furnish  without  liability  to Debtor;
require Debtor to give possession or control of any Collateral to Secured Party;
endorse as  Debtor's  agent any  instruments,  documents,  or  chattel  paper in
Collateral or  representing  proceeds of  Collateral;  contact  account  debtors
directly to verify  information  furnished by Debtor;  take control of proceeds;
release  Collateral in its  possession to any Debtor  temporarily  or otherwise;
require additional  collateral;  reject as unsatisfactory any property hereafter


                                       20
<PAGE>

offered by Debtor as Collateral;  set standards from time to time to govern what
may be used as  after-acquired  collateral;  designate,  from  time to  time,  a
certain  percent  of the  Collateral  as the loan  value and  require  Debtor to
maintain  the  Indebtedness  at or below  such  figure;  take  control  of funds
generated by the Collateral,  such as cash dividends,  interest, and proceeds or
refunds from insurance,  and use same to reduce any part of the Indebtedness and
exercise all other rights which an owner of such Collateral may exercise, except
the right to vote or dispose of  Collateral  before an Event of Default;  at any
time  transfer any of the  Collateral  or evidence  thereof into its own name of
that of its nominee; and demand, collect,  convert, redeem, receipt for, settle,
compromise,  adjust, sue for, foreclose, or realize upon Collateral,  in its own
name or in the name of Debtor,  as Secured  Party may  determine in its sole and
absolute  discretion.  Secured  Party shall not be liable for failure to collect
any account or instrument, or for any act or omission on the part of the Secured
Party,  its officers,  agents,  or employees,  except  willful  misconduct.  The
foregoing  rights and powers of Secured  Party will be in addition to, and not a
limitation upon, any rights and powers of Secured Party given by law,  elsewhere
in this  Agreement,  or  otherwise.  If Debtor  fails to maintain  any  required
insurance,  to the extent  permitted by applicable law Secured Party may (but is
not obligated to) purchase single interest insurance coverage for the Collateral
which insurance may at Secured Party's option (i) protect only Secured Party and
not provide any  remuneration or protection for Debtor directly and (ii) provide
coverage only after the  Indebtedness  has been declared due as herein provided.
The premiums for any such  insurance  purchased by Secured Party shall be a part
of the Indebtedness and shall bear interest as provided in Section 1.2(d) above.


                                       21
<PAGE>

                                   ARTICLE VI
                                     DEFAULT

         6.1 Events of Default.  The  following are events of default under this
Agreement ("Events of Default"):

                  (a) default,  by Consolidated,  Debtor or any other subsidiary
         of Consolidated, in the timely payment of any part of the Note or other
         Indebtedness  or any breach or default in  performance or observance of
         the  terms  and  conditions  herein,  in any of the  Original  Security
         Documents,  in any of  the  New  Security  Documents,  or in any  other
         agreement between  Consolidated,  Debtor or any of Consolidated's other
         subsidiaries on the one hand and Secured Party on the other hand;

                  (b)  any  warranty,   representation,  or  statement  made  or
         furnished  to  Secured  Party  by  Debtor,  Consolidated,   or  any  of
         Consolidated's  subsidiaries  proves to have been false in any material
         respect when made or furnished;

                  (c)   acceleration   of  the   maturity  of  debt  of  Debtor,
         Consolidated,  or  any of  Consolidated's  subsidiaries  to  any  other
         person;

                  (d) substantial change in any fact warranted or represented in
         this  Agreement or in any other  agreement  between  Debtor and Secured
         Party or in any  statement,  schedule,  or other  writing  furnished in
         connection therewith;

                                       22
<PAGE>

                  (e)  sale,  loss,   theft,   destruction,   incurrence  of  an
         encumbrance upon, or transfer of any Collateral in violation hereof, or
         substantial damage to any Collateral;

                  (f) belief by Secured  Party that the  prospect  of payment of
         the Indebtedness or performance of this Agreement is impaired;

                  (g)  dissolution,  merger,  or  consolidation,  termination of
         existence,  insolvency  or  business  failure  of Debtor or any  person
         liable  on  the  Indebtedness;  commencement  of  proceedings  for  the
         appointment of a receiver for any property of Debtor;  commencement  of
         any  proceeding  under any  bankruptcy or insolvency  law by or against
         Debtor  (or  any  corporate  action  taken  to  effect  same),  or  any
         partnership  of which Debtor is a partner,  or by or against any person
         liable  upon the  Indebtedness  or any part  thereof,  or  liable  upon
         Collateral;

                  (h)      levy on,  seizure,  or  attachment of any property of
         Debtor,  Consolidated,  or any of Consolidated's subsidiaries;

                  (i) a  judgment  against  Debtor in  excess of $1,000  becomes
         final and remains  unsatisfied  and unappealed for thirty (30) calendar
         days;

                  (j) any  liability or  agreement  of third  parties to or with
         Debtor on or relating to the Collateral  shall not be paid or performed
         in accordance with the terms thereof; or

                                       23
<PAGE>

                  (k) any breach or default by Debtor under any agreement giving
         rise  to any of the  Permitted  Liens  or  under  any  indebtedness  or
         obligation  secured thereby,  or any action by any holder of any of the
         Permitted  Liens is taken or  instituted  to enforce the rights of such
         holder with respect to any such Permitted Liens.

         6.2 Remedies of Secured  Party Upon  Default.  When an Event of Default
occurs,  and at any time thereafter,  Secured Party without notice or demand may
declare  the  Indebtedness  in whole  or part  immediately  due and may  enforce
payment  of the same and  exercise  any rights  under the Texas UCC,  rights and
remedies of Secured Party under this Agreement, or otherwise.  Secured Party may
require Debtor to assemble the Collateral and make it available to Secured Party
at a place which is reasonably convenient to both parties. Unless the Collateral
is  perishable  or  threatens  to  decline  speedily  in  value  or is of a type
customarily  sold  on a  recognized  market,  Secured  Party  will  give  Debtor
reasonable  notice of the time and place of any  public  sale  thereof or of the
time after which any private sale or other intended disposition thereof is to be
made. Expenses of retaking,  holding,  preparing for sale, selling,  leasing, or
the like shall include  Secured  Party's  reasonable  attorney's  fees and legal
expenses.  Secured Party shall be entitled to immediate  possession of all books
and records  evidencing  any accounts or general  intangibles  or  pertaining to
chattel  paper  covered by this  Agreement and shall have the authority to enter
upon any premises upon which any of the same, or any Collateral, may be situated
and remove the same therefrom without liability. Secured Party may surrender any
insurance  policies in  Collateral  and receive the  unearned  premium  thereon.
Debtor shall be entitled to any surplus  after payment of the  Indebtedness  and
shall be  liable  to  Secured  Party  for 

                                       24
<PAGE>

any  deficiency.  The  process  of any
disposition after default available to satisfy the Indebtedness shall be applied
to the  Indebtedness  in such order and in such  manner as Secured  Party in its
discretion  shall  decide.  If, in the  opinion of Secured  Party,  there is any
question that a public sale or  distribution  of any Collateral will violate any
state or federal securities law, Secured Party (i) may offer and sell securities
privately to purchasers who will agree to take them for investment  purposes and
not with a view to distribution  and who will agree to imposition of restrictive
legends on the  certificates  representing  the security,  or (ii) may sell such
securities in an intrastate  offering  under Section  3(a)(11) of the Securities
Act of 1933,  and no sale so made in good faith by Secured Party shall be deemed
to be not "commercially reasonable" because so made.

                                   ARTICLE VII
                                     GENERAL

         7.1 Parties  Bound;  No Liability  of Secured  Party.  Secured  Party's
rights  under  this  Agreement  and the  Security  Interest  shall  inure to the
benefits of its successors and assigns.  All  representations,  warranties,  and
agreements  of Debtor if more than one are joint and  several,  and all shall be
binding upon the personal  representatives,  heirs,  successors,  and assigns of
Debtor. Debtor may not assign this Agreement or any of its rights or obligations
hereunder  without the express  prior  written  consent of Secured Party in each
instance.  Neither the acceptance of this  Agreement by Secured  Party,  nor the
exercise of any rights hereunder by Secured Party, shall be construed in any way
as an  assumption  by Secured  Party of any  obligations,  responsibilities,  or
duties of Debtor arising in connection with the Collateral assigned hereunder or


                                       25
<PAGE>

otherwise bind Secured Party to the  performance of any  obligations  respecting
the Collateral,  it being  expressly  understood that Secured Party shall not be
obligated to perform,  observe,  or discharge  any  obligation,  responsibility,
duty,  or  liability  of Debtor in respect of any of the  Collateral,  including
without limitation appearing in or defending any action,  expending any money or
incurring any expense in connection therewith.

         7.2 Waiver.  No delay of Secured Party in exercising any power or right
shall operate as a waiver thereof;  nor shall any single or partial  exercise of
any power or right preclude other or further exercise thereof or the exercise of
any other power or right.  No waiver by Secured Party of any right  hereunder of
any default by Debtor shall be binding upon Secured Party unless in writing, and
no failure by Secured  Party to exercise any power or right  hereunder or waiver
of any  default  by Debtor  shall  operate  as a waiver of any other or  further
exercise of such right or power of any further default.

         7.3 Agreement Continuing.  This Agreement shall constitute a continuing
agreement,  applying to all future as well as existing transactions,  whether or
not of the  character  contemplated  at the date of this  Agreement,  and if all
transactions between Secured Party and Debtor shall be closed at any time, shall
be equally  applicable to any new  transactions  thereafter.  Provisions of this
Agreement,  unless  by their  terms  exclusive,  shall be in  addition  to other
agreements between the parties.


                                       26
<PAGE>

         7.4 Definitions. Unless the context indicates otherwise, definitions in
the  Texas  UCC  apply to words  and  phrases  in this  Agreement;  if Texas UCC
definitions conflict, Chapter 9 definitions apply.

         7.5  Notice;  Terms  Commercially  Reasonable.  Notice  shall be deemed
reasonable if mailed  postage  prepaid at least 5 days before the related action
(or if the Texas UCC elsewhere specifies a longer period, such longer period) to
Debtor's  address  shown  above.  The  terms of this  Agreement  shall be deemed
commercially reasonable within the meaning of the Texas UCC.

         7.6  Interest.  No  agreement  relating  to the  Indebtedness  shall be
construed to be a contract for or to authorize charging or receiving, or require
the  payment or permit the  collection  of,  interest  at a rate or in an amount
above that  authorized by law.  Interest  payable under any agreement above that
authorized by law shall be reduced automatically to the highest amount permitted
by law.

         7.7  Modifications.  No  provision  hereof shall be modified or limited
except by a written agreement  expressly  referring hereto and to the provisions
so modified or limited and signed by Debtor and Secured Party,  nor by course of
conduct, usage of trade, or by the law merchant.

         7.8  Severability.  The  unenforceability  of  any  provision  of  this
Agreement  shall  not  affect  the  enforceability  or  validity  of  any  other
provision.


                                       27
<PAGE>

         7.9 Gender and Number.  Where appropriate,  the use of one gender shall
be construed to include the others or any of them; and the singular number shall
be construed to include the plural, and vice versa.

         7.10  Applicable  Law and  Venue.  THIS  AGREEMENT  SHALL BE  CONSTRUED
ACCORDING TO THE LAWS OF THE STATE OF TEXAS AND THE LAWS OF THE UNITED STATES OF
AMERICA  APPLICABLE TO TRANSACTIONS  IN THE STATE OF TEXAS.  Except at otherwise
stated,  this  Agreement  and  the  Security  Interest  shall  be  construed  in
accordance  with the Uniform  Commercial Code as in effect in the State of Texas
("Texas UCC").  This Agreement is performable by Debtor in the county of Secured
Party's address set out above.

         7.11 Financing Statement. A carbon, photographic, or other reproduction
of this security  agreement or any financing  statement  covering the Collateral
shall be sufficient as a financing statement.

         7.12  Limitations  of Law. If any law prohibits or limits any charge or
expense  provided  for in this  Agreement  in  connection  with any loan secured
hereby,  such charge or expense will not be made or incurred in connection  with
such loan beyond the limits permitted by such law.

                                       28
<PAGE>



EXECUTED this 25th day of March, 1999.

DEBTOR:

                                      EXSORBET TECHNICAL SERVICES, INC.

                                      By:   /s/ Larry Woodcock

                                      Name:     Larry Woodcock

                                      Title:    President


SECURED PARTY:                        AMERICAN PHYSICIANS SERVICE
                                       GROUP, INC.

                                      By:  /s/ Duane K. Boyd, Jr.

                                      Name:    Duane K. Boyd, Jr.

                                      Title:   VP


                                       29
<PAGE>


                                       
                                   SCHEDULE I

                          DESCRIPTION OF REAL PROPERTY






<PAGE>



                                   SCHEDULE II

                         DESCRIPTION OF PERMITTED LIENS



---------------------------- ------------------------------------------- -------
                                                Description, Outstanding Balance
                                                       and Maturity
Name and Address of                             Date of Secured Obligation
of Secured Party      Description of Collateral