Exhibit 10.58
                       ASSIGNMENT AND SECURITY AGREEMENT

         THIS ASSIGNMENT AND SECURITY  AGREEMENT  (this  "Agreement") is entered
into effective the 25 th day of March, 1999, by and between American  Physicians
Service Group,  Inc., a Texas corporation (the "Secured Party") and Consolidated
Eco-Systems,  Inc., an Idaho corporation  formerly known as Exsorbet Industries,
Inc. (the "Debtor").

                                    RECITALS:

         A. 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 (the
"Loan  Agreement"),  between Debtor,  its  subsidiaries  and Secured Party.  The
obligations  of Debtor under the Note and the Loan  Agreement are  guaranteed by
certain  guaranty  agreements  executed by the  subsidiaries of Debtor,  and are
secured pursuant to the terms of certain security agreements,  pledges and other
agreements and  instruments  entered into by Debtor and certain  subsidiaries of
Debtor. 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  Restructuring  Agreement  (the  "Second Loan
Agreement"),  of even date  herewith,  by and  between  Debtor,  all of Debtor's
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)
Debtor's  obligations  under the Note, (ii) Debtor's and Debtor's  subsidiaries'
performance of the covenants and  agreements set forth in the Original  Security
Documents,   (iii)  Debtor's  and  Debtor's  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.

         F.  Reference  is  hereby  made to  Schedule  I,  attached  hereto  and
incorporated  herein  by  reference,  for  certain  defined  terms  used in this
Agreement.

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<PAGE>

                                   AGREEMENT:

         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
                       COLLATERAL AND SECURED OBLIGATIONS

         1.1 Grant of Security Interest.  Debtor hereby assigns,  transfers, and
pledges to Secured Party, and Debtor hereby grants to Secured Party a continuing
first priority security interest in and lien (the "Security Interest") upon, the
following described  collateral,  whether now owned or hereafter  acquired,  and
wherever located (collectively, the "Collateral"):

                  (a) Shares of SpilTech.  All issued and outstanding  shares of
capital   stock  (of  all  classes)  of  Exsorbet   Technical   Services,   Inc.
("SpilTech"),  an Arkansas corporation doing business as SpilTech Services, Inc.
and a subsidiary of Debtor,  including without limitation those shares evidenced
by the  certificates  described in Schedule II attached hereto and  incorporated
herein, and any replacements,  substitutions, or exchanges of such certificates;
and any additional shares of common stock of SpilTech subsequently  delivered or
issued to Debtor (the above described stock is sometimes  collectively  referred
to as the "SpilTech Shares"); and any options,  rescission rights,  registration
rights, conversion rights, subscription rights, contractual or quasi-contractual


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<PAGE>

rights,  warrants,  redemption rights,  redemption proceeds,  calls,  preemptive
rights and all other rights and benefits pertaining to the SpilTech Shares;

                  (b) Shares of Industrial. All issued and outstanding shares of
capital  stock (of all  classes)  of KR  Industrial  Service  of  Alabama,  Inc.
("Industrial"),  an Alabama  corporation  and a subsidiary of Debtor,  including
without  limitation  those  shares  evidenced by the  certificates  described in
Schedule II  attached  hereto and  incorporated  herein,  and any  replacements,
substitutions,  or exchanges of such certificates;  and any additional shares of
common stock of Industrial subsequently delivered or issued to Debtor (the above
described  stock  is  sometimes  collectively  referred  to as  the  "Industrial
Shares"); and any options,  rescission rights,  registration rights,  conversion
rights,  subscription rights, contractual or quasi-contractual rights, warrants,
redemption rights,  redemption proceeds,  calls, preemptive rights and all other
rights and benefits pertaining to the Industrial Shares;

                  (c)  Accounts.  All  accounts  and  rights  now  or  hereafter
attributable  to any of the  Collateral  described in (a) or (b) above,  and all
rights of Debtor now or hereafter arising under any agreement  pertaining to the
Collateral  described  in (a) or (b) above,  including  without  limitation  all
distributions,   proceeds,  fees,  dividends,  preferences,  payments  or  other
benefits of whatever nature which Debtor is now or may hereafter become entitled
to receive with respect to any Collateral described in (a) or (b) above;

                  (d) Additional  Property.  "Collateral" shall also include the
following  property  (collectively,  the  "Additional  Property")  which  Debtor
becomes  entitled  to receive  

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<PAGE>

or shall  receive  in  connection  with any other
Collateral:  (i)  any  stock  certificate,  including  without  limitation,  any
certificate  representing a stock dividend or any certificate in connection with
any recapitalization,  reclassification, merger, consolidation, conversion, sale
of assets,  combination of shares, stock split, reverse stock split or spin-off;
(ii) any option, warrant, subscription or right, whether as an addition to or in
substitution of any other  Collateral;  (iii) any dividends or  distributions of
any kind  whatsoever,  whether  distributable  in cash, stock or other property;
(iv) any  interest,  premium or principal  payments;  and (v) any  conversion or
redemption proceeds; and

                  (e) Proceeds.  All proceeds (cash and non-cash) arising out of
the sale, exchange, collection or other disposition of all or any portion of the
Collateral described in (a), (b), (c) or (d) above, including without limitation
proceeds in the form of stock, accounts, chattel paper, instruments,  documents,
goods, inventory and equipment.

         1.2 Obligations.  This Agreement and the Security Interest shall secure
full and punctual payment and performance of the following indebtedness,  duties
and obligations (collectively, the "Obligations"):

                  (a) All covenants,  obligations, and liabilities of Debtor and
Debtor's subsidiaries to Secured Party under the Original Security Documents and
the New Security Documents;

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<PAGE>

                  (b) All principal, interest, fees and other amounts payable to
the  Secured  Party  pursuant  to  the  Note,  including  all  future  advances,
extensions, renewals, modifications, increases, or substitutions thereof whether
or not provided for in the New Security Documents;

                  (c) All liabilities and obligations of Debtor to Secured Party
under and  pursuant to this  Agreement  and/or any other  contract or  agreement
between  Secured Party and Debtor or between Secured Party and any subsidiary or
affiliate of Debtor; and

                  (d) (i)  all  indebtedness,  obligations  and  liabilities  of
Debtor and/or Debtor's  subsidiaries and affiliates 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,  arising from, connected with, or related to the Note, the
Original Security Documents, the New Security Documents,  this Agreement, or any
other document,  agreement, or instrument executed in connection therewith, (ii)
all accrued  but unpaid  interest on any of the  indebtedness  described  in (i)
above,  (iii)  all  obligations  of  Debtor  and/or  Debtor's  subsidiaries  and
affiliates 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 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 attorneys'
fees, and (v) all renewals, extensions,  modifications and rearrangements of the
indebtedness and obligations described in (i), (ii), (iii) and (iv) above.


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<PAGE>

                  (e) All sums expended or advanced by Secured Party pursuant to
any term or  provision  of this  Agreement  (i) to collect  and/or  enforce  the
Obligations,  (ii) to maintain,  protect and preserve the Collateral,  and (iii)
all other sums now or hereafter  loaned or advanced by Secured  Party to Debtor,
or expended by Secured  Party for the  account of Debtor or  otherwise  owing by
Debtor to Secured Party, in respect to the Obligations.

         1.3  Voting  Rights.  As long as no Event of  Default  (as  defined  in
Section 7.1 hereof) shall have occurred hereunder, any voting rights incident to
any stock or other securities  pledged as Collateral may be exercised by Debtor;
provided,  however, that Debtor will not exercise, or cause to be exercised, any
such voting rights,  without the prior written  consent of Secured Party, if the
direct  or  indirect  effect of such  vote  will  result in an Event of  Default
hereunder.


                                   ARTICLE II
       DEBTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO COLLATERAL

         Debtor hereby represents and warrants to Secured Party as follows:

         2.1 Ownership of Collateral.  Debtor has good and  marketable  title to
the Collateral  free and clear of any liens,  security  interests,  shareholders
agreement, calls, charge, or encumbrance,  except for this Security Interest. No
financing  statement or other  instrument  similar in effect covering all or any


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<PAGE>

part of the  Collateral is on file in any recording  office,  except as may have
been filed in favor of Secured Party relating to this Agreement.

         2.2  Power  &  Authority.  Debtor  has the  lawful  right,  power,  and
authority  to grant the Security  Interest in the  Collateral.  This  Agreement,
together  with all filings and other  actions  necessary or desirable to perfect
and protect such security interest,  which have been duly taken,  create a valid
and perfected first priority  security  interest in the Collateral  securing the
payment and performance of the Obligations.

         2.3 No  Agreements.  Neither  the  SpilTech  Shares nor the  Industrial
Shares are subject to any right of redemption by SpilTech, Industrial or Debtor,
or any call or put options, voting trust, proxy,  shareholders agreement,  right
of first refusal or any provision of the respective articles of incorporation or
bylaws of either  SpilTech or  Industrial,  or any other  document or  agreement
which would in any way impair or adversely affect this Security  Interest or the
rights of Secured Party under this Agreement.

         2.4 Location.  Debtor's principal place of business and chief executive
office are located at 3201 West 65th Street,  Little Rock, Arkansas,  72209. The
office  where the  records  concerning  the  Collateral  are kept is  located at
Debtor's principal place of business.

         2.5 Solvency of Debtor and the Subsidiaries. As of the date hereof, and
after  giving  effect to the Note,  the  Original  Security  Documents,  the New
Security  Documents  and  this  Agreement,  and  the  completion  of  all  other
transactions  contemplated  by Debtor  and the  

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<PAGE>

subsidiaries  at the time of the
execution of the New Security Documents and this Agreement,  (i) Debtor and each
subsidiary  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),  and (iii) Debtor has and will have sufficient  capital to carry on
Debtor's businesses and all businesses in which Debtor is about to engage.

         2.6  Securities.  Any  certificates  evidencing  securities  pledged as
Collateral  are valid and  genuine  and have not been  altered.  All  securities
pledged as Collateral have been duly  authorized and validly  issued,  are fully
paid and  non-assessable,  and were not issued in  violation  of the  preemptive
rights of any party or of any agreement by which Debtor or the issuer thereof is
bound.  No  restrictions  or  conditions  exist with  respect to the transfer or
voting of any securities  pledged as  Collateral.  Debtor owns all of the issued
and  outstanding  stock, of all classes,  of both SpilTech and  Industrial,  and
there are no outstanding stock rights, rights to subscribe, options, warrants or
convertible securities outstanding or any other rights outstanding entitling any
person or entity,  including Debtor, to obtain (through conversion or otherwise)
any capital stock, of any class,  of either  SpilTech or Industrial.  All issued
and  outstanding  shares of common  stock of both  SpilTech and  Industrial  are
evidenced by the certificates described in Schedule II attached hereto.

         2.7 Ownership of the SpilTech Shares and the Industrial Shares.  Debtor
is, as of the date hereof,  the legal and beneficial  owner of both the SpilTech
Shares and the Industrial Shares, and Debtor has paid the full purchase price or
other  consideration  for the SpilTech  Shares and the Industrial  Shares on the
date hereof.

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<PAGE>

         2.8 SpilTech  Share and  Industrial  Shares Issued and Paid. All of the
SpilTech  Shares and the Industrial  Shares are validly  issued and  outstanding
shares of capital stock of SpilTech and Industrial,  respectively, and are fully
paid and nonassessable.

                                   ARTICLE III
                  DEBTOR'S OTHER REPRESENTATIONS AND WARRANTIES

         3.1 Good Standing - Debtor.  Debtor is a duly formed Idaho corporation,
duly  organized  and in good standing  under the laws of Idaho,  qualified to do
business  in and in good  standing  in each  state  or  country  in  which  such
qualification is necessary for the conduct of its business, and has the power to
own its  property  and to carry on its  business in each  jurisdiction  in which
Debtor operates.

         3.2 Good Standing -  Subsidiaries.  Each subsidiary of Debtor is a duly
formed  corporation  under  the  laws of the  state of its  incorporation,  duly
organized and in good standing under the laws of the state of its incorporation,
qualified  to do  business  in and in good  standing in each state or country in
which such  qualification is necessary for the conduct of its business,  and has
the power to own its property and to carry on its business in each  jurisdiction
in which it operates.

         3.3  Authority and  Compliance.  Debtor has full power and authority to
enter into this Agreement.  Debtor and Debtor's subsidiaries,  where applicable,
have full power and authority to enter into and perform their  obligations under
the Note, the Original  Security  Documents,  the New Security  Documents,  this


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<PAGE>

Agreement,  and any other  documents,  agreements,  or  instruments  executed in
connection  therewith,  all of which have been duly authorized by all proper and
necessary  corporate  action.  No further  consent or  approval is required as a
condition to the validity of the Note, the Original Security Documents,  the New
Security  Documents,  this Agreement,  or any other  documents,  agreements,  or
instruments executed in connection  therewith.  Debtor and each subsidiary is in
compliance with all Laws to which it is subject.

         3.4 Binding Agreement.  The Note, the Original Security Documents,  the
New Security Documents, this Agreement, and any other documents,  agreements, or
instruments  executed  in  connection  therewith,  constitute  valid and legally
binding  obligations  of Debtor and,  where  applicable,  the  subsidiaries,  in
accordance with their terms, subject to the applicable  bankruptcy,  insolvency,
reorganization,   moratorium,  and  similar  laws  affecting  creditors'  rights
generally.

         3.5 Litigation.  There are no proceedings  pending or, to the knowledge
of Debtor,  threatened before any court or  administrative  agency which will or
may have a material  adverse effect on the financial  condition or operations of
Debtor or any subsidiary or upon Debtor's or any subsidiary's ability to perform
its  obligations  under the  Note,  the  Original  Security  Documents,  the New
Security  Documents,  this Agreement,  or any other  documents,  agreements,  or
instruments executed in connection therewith.

         3.6 No  Conflicting  Agreements.  There are no charter,  bylaw or stock
provisions  of Debtor and no  provisions  of any existing  agreement,  mortgage,
indenture or contract  binding on Debtor or affecting its property,  which would
conflict with or in any way prevent the execution,  delivery, or carrying out of
the  terms of the  Note,  the  Original  Security  Documents,  the New  Security
Documents,  this Agreement, and any other documents,  agreements, or instruments


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<PAGE>

executed  in  connection  therewith.  There  are  no  charter,  bylaw  or  stock
provisions  of any  subsidiary  and no  provisions  of any  existing  agreement,
mortgage,  indenture or contract  binding on any  subsidiary  or  affecting  its
property,  which  would  conflict  with or in any  way  prevent  the  execution,
delivery, or carrying out of the terms of any of such documents,  agreements, or
instruments to which such subsidiary is a party.

         3.7  Ownership  of  Assets.  Debtor  has  good  and  full  title to the
Collateral,  and the  Collateral  is owned  free and  clear of  liens,  charges,
claims,  security interests,  and other  encumbrances.  Debtor will at all times
maintain  its tangible  property,  real and  personal,  in good order and repair
taking into consideration reasonable wear and tear.

         3.8  Taxes.  Debtor  and each  subsidiary  has  filed  all tax  returns
required  to be filed and has paid  taxes  shown  thereon  to be due,  including
interest and  penalties,  except such taxes,  if any, as are being  contested in
good faith and as to which adequate  reserves have been  provided.  The charges,
accruals,  and reserves on the books of Debtor or the  subsidiary  in respect of
any taxes or other  governmental  charges are, in the opinion of Debtor and such
subsidiary, adequate.

         3.9  Financial  Statements.  The books and  records of Debtor  properly
reflect Debtor's  financial  condition,  and the financial  statements of Debtor
submitted to Secured Party properly reflect Debtor's  financial  condition as of
such date and were prepared in accordance  with  generally  accepted  accounting
principles, consistently applied.

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<PAGE>

         3.10 ERISA Plan. No "Reportable Event" or "Prohibited  Transaction" (as
those  terms are defined by ERISA) has  occurred  with  respect to any  employee
benefit  plan of Debtor or any  subsidiary  which is subject  to ERISA.  Neither
Debtor  nor any  subsidiary  has  incurred  any  material  accumulated  unfunded
deficiency  within the meaning of ERISA,  and neither  Debtor nor any subsidiary
has incurred any material liability to the Pension Benefit Guaranty  Corporation
established  under ERISA (or any  successor  thereto  under ERISA) in connection
with any such benefit plan.

                                   ARTICLE IV
                  DEBTOR'S COVENANTS WITH RESPECT TO COLLATERAL

         Debtor  covenants  and agrees  that from the date  hereof and until the
payment  and  performance  in  full  of the  Obligations  unless  Secured  Party
otherwise consents in writing:

         4.1  Delivery of  Instruments  and/or  Certificates.  Contemporaneously
herewith,   Debtor  covenants  and  agrees  to  deliver  to  Secured  Party  any
certificates,   documents,   or  instruments   representing  or  evidencing  the
Collateral,  with Debtor's  endorsement  thereon and/or  accompanied by property
instruments of transfer and assignment duly executed in blank with, if requested
by Secured Party,  signatures  guaranteed by a member or member  organization in
good standing of an authorized Securities Transfer Agents Medallion Program, all
in form and substance satisfactory to Secured Party.

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<PAGE>

         4.2  Further  Assurances.   Debtor  will   contemporaneously  with  the
execution  hereof  and from  time to time  thereafter  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 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  any  financing  or
continuation  statements,  or any  amendments  thereto;  (B)  obtaining  written
confirmation  from the issuer of any  securities  pledged as  Collateral  of the
pledge of such securities,  in form and substance satisfactory to Secured Party;
(C)  cooperating  with Secured Party in registering the pledge of any securities
pledged as Collateral with the issuer of such securities;  (D) delivering notice
of Secured Party's security interest in any securities  pledged as Collateral to
any securities or financial  intermediary,  clearing  corporation or other party
required by Secured Party, in form and substance  satisfactory to Secured Party;
and  (E)  obtaining  written  confirmation  of  the  pledge  of  any  securities
constituting Collateral from any securities or financial intermediary,  clearing
corporation  or other party  required by Secured  Party,  in form and  substance
satisfactory  to  Secured  Party.  If all  or any  part  of  the  Collateral  is
securities  issued by an agency  or  department  of the  United  States,  Debtor
covenants and agrees,  at Secured Party's  request,  to cooperate in registering
such  securities  in  Secured  Party's  name or  with  Secured  Party's  account
maintained with a Federal Reserve Bank.

         4.3 Additional  Property.  All Additional  Property  received by Debtor
shall be  received  in trust for the benefit of Secured  Party.  All  Additional
Property  and  all  certificates  or  other  written  instruments  or  documents
evidencing  and/or  representing  the  Additional  Property  that is received by


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<PAGE>

Debtor, together with such instruments of transfer as Secured Party may request,
shall  immediately  be delivered to or deposited  with Secured Party and held by
Secured Party as Collateral under the terms of this Agreement. If the Additional
Property  received by Debtor and  delivered  to Secured  Party  pursuant to this
Section  shall be shares of stock or other  securities,  such shares of stock or
other  securities  shall be duly  endorsed  in blank or  accompanied  by  proper
instruments of transfer and assignment duly executed in blank with, if requested
by Secured Party,  signatures  guaranteed by a member or member  organization in
good standing of an authorized Securities Transfer Agents Medallion Program, all
in form and  substance  satisfactory  to Secured  Party.  Secured Party shall be
deemed to have  possession of any  Collateral in transit to Secured Party or its
agent.

         4.4  Sale,  Transfer,  Encumbrance.  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,  including  without
limitation by purchase, lease, barter, trade, payment deferral, or the creation,
assumption  or guarantee of  indebtedness  or other  lending of credit.  Secured
Party's written consent to any sale,  mortgage,  transfer,  or encumbrance shall
not be construed to be a waiver of this  provision in respect to any  subsequent
proposed sale, mortgage, transfer, or encumbrance.

         4.5 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, other than the liens in favor of Secured Party.


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<PAGE>

         4.6 Matters or  Occurrences  Affecting  Collateral  or this  Agreement.
Debtor will promptly  notify Secured Party of any and all matters or occurrences
that may have a material adverse effect on the status or value of the Collateral
or this Agreement,  including  without  limitation the occurrence of an Event of
Default,  or an event  which,  with giving of notice or lapse of time,  or both,
would constitute an Event of Default.

         4.7 Agreements Pertaining to Collateral. Debtor will not enter into any
type of contract or agreement  pertaining to any of the Collateral or in any way
transfer any voting rights pertaining to the Collateral to any person or entity.

         4.8 Change of Name.  Debtor  shall not  change  its name,  or allow any
subsidiary  to change its name (or any  assumed  name or other name under  which
Debtor or any subsidiary does business),  unless at least thirty (30) days prior
to the  effective  date of any such name  change,  Debtor  gives  Secured  Party
written  notice of such  intended  name  change and the new name.  Debtor  shall
execute, and cause each applicable subsidiary to 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.

         4.9 Dilution of Ownership.  As to any securities pledged as Collateral,
Debtor will not consent to or approve of, and will prohibit, the issuance of (i)
any  additional  shares  of any class of  securities  of such  issuer,  (ii) any
instrument  convertible  voluntarily by the holder thereof or automatically upon


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<PAGE>

the occurrence or non-occurrence of any event or condition into, or exchangeable
for, any such  securities,  or (iii) any warrants,  options,  contracts or other
commitments  entitling any third party to purchase or otherwise acquire any such
securities.

         4.10  Restrictions  on  Securities.  Debtor  will  not  enter  into any
agreement  creating,  or otherwise permit to exist, any restriction or condition
upon the transfer,  voting or control of any  securities  pledged as Collateral,
except as consented to in writing by Secured Party. As to any securities pledged
as collateral, Debtor will not consent to or approve of any stock split, reverse
stock  split,  stock  dividend,  reclassification,   or  other  similar  act  or
transaction regarding such capital stock unless all other shares of such capital
stock  which  constitute  Collateral  hereunder  are  included  in  such  act or
transaction  and effected  thereby in all respects the same as any other shares,
or class of shares, of such capital stock.

                                    ARTICLE V
                         DEBTOR'S AFFIRMATIVE COVENANTS

         Until payment and performance of all Obligations,  Debtor covenants and
agrees as follows:

         5.1 Financial  Statements.  Debtor and each subsidiary shall maintain a
system of accounting reasonably  satisfactory to Secured Party and in accordance
with generally accepted accounting  principles  consistently  applied,  and will
permit  Secured  Party's  officers or  authorized  representatives  to visit and
inspect  Debtor's and  subsidiary's  books of account and other  records at such
reasonable  times and as often as Secured  Party may desire  during office hours


                                       17
<PAGE>

and after  reasonable  notice to Debtor and the  applicable  subsidiary.  Unless
written notice of another location is given to Secured Party, Debtor's books and
records  will be located at Debtor's  address set forth  above.  Debtor and each
subsidiary  further agree that Debtor and the subsidiaries will promptly provide
Secured Party with such additional information, reports or statements respecting
their  business   operations  and  financial  condition  as  Secured  Party  may
reasonably  request from time to time.  Debtor shall  deliver to Lender,  within
three (3) days after filing same, all annual,  periodic,  and other filings made
by Debtor with the Securities and Exchange Commission.

         5.2 Insurance. Debtor and each subsidiary shall maintain insurance with
responsible  insurance companies on such of its properties,  in such amounts and
against such risks as is customarily  maintained by similar businesses operating
in the same  vicinity,  specifically  to  include a policy of fire and  extended
coverage insurance covering all assets, and liability insurance,  all to be with
such companies and in such amounts  satisfactory to Secured Party and to contain
a mortgage clause naming Secured Party as its interest may appear.
Evidence of such insurance will be supplied to Secured Party.

         5.3 Existence and Compliance. Debtor and each subsidiary shall maintain
its corporate  existence in good standing and comply with all Laws applicable to
it or to any of its property,  business operations and transactions.  Debtor and
each  subsidiary  shall qualify as a foreign  corporation  in all  jurisdictions
wherein any  property  now or  hereafter  owned or any business now or hereafter
transacted by Debtor or such subsidiary makes such qualifications necessary.

                                       18
<PAGE>

         5.4 Adverse  Conditions or Events.  Debtor and the  subsidiaries  shall
promptly advise Secured Party in writing of any litigation  filed against Debtor
or any  subsidiary  and of any  condition,  event  or  act  which  comes  to its
attention that would or might have a material  adverse effect on Debtor's or any
subsidiary's   financial  condition  or  on  Debtor's  ability  to  perform  the
Obligations or any subsidiary's  ability to perform under its guaranty agreement
executed in favor of Secured  Party with respect to the  Obligations,  including
without  limitation any Environmental  Condition that might have such a material
adverse  effect  the  financial  condition  of  Debtor  or any  subsidiary,  any
Reportable  Event,  or any event  that  could be the basis  for  institution  of
proceedings  by the Pension  Benefit  Guaranty  Corporation  to terminate a plan
subject to ERISA.

         5.5  Taxes.  Debtor  and each  subsidiary  shall  pay all taxes as they
become due and payable.

         5.6  Maintenance.  Debtor and each subsidiary shall maintain all of its
tangible  property  in good  condition  and  repair,  reasonable  wear  and tear
excepted, and make all necessary replacements thereof, and preserve and maintain
all licenses,  privileges,  franchises,  certificates and the like necessary for
the operation of their respective business.

         5.7  Environmental.  Debtor and each  subsidiary  shall  promptly  give
Secured Party written notice of any  investigation,  claim,  demand,  lawsuit or
other action by any governmental or regulatory agency or private party involving
any  property  owned or leased by Debtor  or any  subsidiary  and any  Hazardous
Substance or Environmental  Law of which Debtor or any subsidiary has knowledge.
If Debtor or any  subsidiary  learns,  or is  notified  by any  governmental  or


                                       19
<PAGE>

regulatory  authority,  that any removal or other  remediation  of any Hazardous
Substance affecting any property owned by Debtor or any subsidiary is necessary,
Debtor or such subsidiary shall promptly take all necessary  remedial actions in
accordance with Environmental Law.

         5.8 Additional Subsidiaries. Debtor and Secured Party contemplate that,
from time to time, additional subsidiaries, either directly or indirectly owned,
in whole or in part, by Debtor,  may be formed.  Upon such formation,  each such
new subsidiary  shall sign a Guaranty  Agreement in the form  substantially  the
same as those executed in connection with the Original Security  Documents,  and
shall execute and be bound by the Loan Agreement and the Second Loan  Agreement.
Each  such  new  subsidiary  shall  be  deemed  a  "subsidiary"  as used in this
Agreement and shall be subject to the terms,  conditions,  and covenants of this
Agreement.  Notwithstanding  the foregoing,  Debtor  covenants and agrees not to
create any new subsidiary by transfer of, or otherwise convey or transfer to any
subsidiary,  any  assets,  rights or  properties  belonging  to any of its other
subsidiaries.  For purposes of this Agreement,  the term "subsidiary"  means any
corporation,  limited  liability  company,  partnership  or other  entity  that,
directly or indirectly,  is owned or controlled by Debtor; it being agreed that,
without  limitation,  Debtor  shall  conclusively  be deemed to have control for
purposes of this definition if it, directly or indirectly, owns or has the right
to vote twenty percent (20%) or more of the voting ownership interests,  however
designated, of any corporation,  limited liability company, partnership or other
entity.

         5.9  Dividend  Rights.  Secured  Party  shall  have the  sole  right to
receive,  hold and apply as Collateral any dividends or other distributions with
respect to the Collateral, or any part thereof, in cash or in kind. All dividend
and other  distributions which are received by Debtor contrary to the provisions


                                       20
<PAGE>

the  preceding  sentence  shall be  received in trust for the benefit of Secured
Party,  shall be segregated  from other funds of Debtor,  and shall be forthwith
paid over to Secured  Party in the exact form  received  (properly  endorsed  or
assigned  if  requested  by  Secured  Party),  to be held by  Secured  Party  as
Collateral,  or, in Secured  Party's  sole  discretion,  to be  applied  against
payment of any Obligation.

                                   ARTICLE VI
                               NEGATIVE COVENANTS

         Until payment and performance of all Obligations,  Debtor covenants and
agrees  that  Debtor and each of its  subsidiaries  will not,  without the prior
written consent of Secured Party:

         6.1  Transfer  of Assets.  Enter into any merger or  consolidation,  or
sell,  lease,  assign,  or otherwise  dispose of or transfer any assets having a
book value or fair market value of greater than One  Thousand  Dollars  ($1,000)
except in the normal course of its business.

                                       21
<PAGE>

         6.2 Change in Ownership or Structure.  Dissolve or liquidate;  become a
party to any merger or consolidation;  reorganize; acquire by purchase, lease or
otherwise  all or  substantially  all of the  assets  or  capital  stock  of any
corporation or other entity; or sell,  transfer,  lease, or otherwise dispose of
all or any substantial part of its property or assets or business.

         6.3 Liens.  Knowingly  grant,  suffer,  or permit  liens on or security
interests in Debtor's or such  subsidiary's  assets, or fail to promptly pay all
lawful claims, whether for labor, materials,  or otherwise,  except for purchase
money security interests arising in the ordinary course of business.

         6.4 Loans.  Make any loans,  advances or investments to or in any joint
venture, corporation or other entity, except for the purchase of U.S. Government
obligations or the purchase of Federally-insured certificates of deposit.

         6.5 Borrowings.  Create,  incur, assume, or become liable in any manner
for any indebtedness  (for borrowed money,  deferred payment for the purchase of
assets,  lease  payments,  as surety or  guarantor  of the debt of  another,  or
otherwise)  other than to Secured  Party without  Secured  Party's prior written
consent,  except  unsecured  trade  debts  incurred  in the  ordinary  course of
business.

         6.6  Violate  Other  Covenants.  Violate  or fail to  comply  with  any
covenants  or  agreements  regarding  other  debt  which  will or would with the
passage  of time or upon  demand  cause the  maturity  of any  other  debt to be
accelerated.

         6.7  Environmental.  Cause  or  permit  the  presence,  use,  disposal,
storage,  or release of any Hazardous  Materials on or in any property owned by,
leased by, or managed or operated by Debtor or any  subsidiary.  Debtor and each
subsidiary  shall  not do,  nor  allow  anyone  else to do,  any act  that is in
violation of any Environmental Law.

                                       22
<PAGE>

         6.8 Dividends.  Declare any dividends on any shares of any class of its
capital  stock,  or  apply  any of  its  property  or  assets  to the  purchase,
redemption or other retirement of any shares of any class of capital stock or in
any way amend its capital structure.

         6.9 Character of Business.  Change the general character of business as
conducted at the date hereof,  or engage in any type of business not  reasonably
related to its business as presently and normally conducted.


                                   ARTICLE VII
                              DEFAULT AND REMEDIES

         7.1 Events of  Default.  An Event of Default  (herein so called)  shall
exist if any one or more of the following events shall occur:

                  (a)  The  failure  of  Debtor  or any  subsidiary  to pay  any
Obligation  within  fifteen  (15)  calendar  days  after  such  payment  is due,
including, without limitation, principal and/or interest payments on the Note;

                  (b) Any breach by Debtor or any  subsidiary  of any  covenant,
term or condition in this Agreement or the Second Loan  Agreement,  or any other
failure to perform any of their  obligations  under this  Agreement,  the Second
Loan  Agreement  or any of the Original  Security  Documents or the New Security
Documents;

                                       23
<PAGE>

                  (c) Any representation or warranty made in this Agreement, the
Second Loan Agreement or any of the Original Security  Documents or New Security
Documents  shall  be  false  or  misleading,  as  determined  in the  reasonable
discretion of Secured Party;

                  (d) The  occurrence  of an Event of  Default  under any of the
Original Security Documents or any of the New Security Documents;

                  (e) If Debtor or any other party  obligated to pay any portion
of the  Obligations:  (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 and  Secured  Party,  in good  faith,
determines that such event or condition  could lead to a material  impairment of
the Collateral, or any part thereof, or of any other payment security for any of
the Obligations;  (iii) has a receiver,  trustee or custodian  appointed for, or
take possession of, all or any  substantial  portion 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 thirty (e0) 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  thirty  (30) days after the filing  thereof,  or an order for


                                       24
<PAGE>

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  ten  (10)  days  any  attachment,
sequestration  or similar writ levied upon, any claim against or affecting,  any
property of such party;  or (vi) fails to pay within  ninety (90) days any final
money judgment against such party; or

                  (f) The issuer of any securities constituting Collateral files
a petition  for relief  under any  Applicable  Bankruptcy  Law,  an  involuntary
petition  for  relief is filed  against  any such  issuer  under any  Applicable
Bankruptcy Law and such involuntary petition is not dismissed within thirty (30)
days after the filing thereof,  or an order for relief naming any such issuer is
entered under any Applicable Bankruptcy Law.

      7.2  Secured Party's Remedies. Upon the occurrence of an Event of Default:

                  (a) Secured Party may declare the Obligations in whole or part
immediately due and may enforce payment and performance of the same and exercise
any rights under the Texas UCC,  rights and remedies of Secured Party under this
Agreement, or otherwise.

                  (b) Secured  Party may, at Secured  Party's  option and at the
expense of Debtor,  either in Secured Party's own right or in the name of Debtor
and in the same manner and to the same extent that Debtor  might  reasonably  so
act  if  this  Agreement  had  not  been  made:  (i) do  all  things  requisite,
convenient,  or  necessary  to enforce the  performance  and  observance  of all


                                       25
<PAGE>

rights,  remedies and privileges of Debtor arising from the  Collateral,  or any
part thereof,  including without limitation compromising,  waiving, excusing, or
in any manner releasing or discharging any obligation of any party to or arising
from the Collateral;  (ii) take possession of the books, papers,  chattel paper,
documents of title, and accounts of Debtor,  wherever  located,  relating to the
Collateral; (iii) sue or otherwise collect and receive money attributable to the
Collateral;  and (iv) exercise any other lawfully  available powers or remedies,
and do all other things  which  Secured  Party deems  requisite,  convenient  or
necessary  or which the  Secured  Party  deems  proper to protect  the  Security
Interest.

                  (b) Secured Party may foreclose  this  Agreement in the manner
now or  hereafter  provided  or  permitted  by law and may upon such  reasonable
notification  prior thereto as may be required by applicable  law (Debtor hereby
agreeing  that ten  days'  notice is  commercially  reasonable),  sell,  assign,
transfer,  or otherwise  dispose of the Collateral at public or private sale, in
whole  or in  part,  and  Secured  Party  may,  in its own  name or as  Debtor's
attorney-in-fact  effectively  assign and transfer the  Collateral,  or any part
thereof,   absolutely,  and  execute  and  deliver  all  necessary  assignments,
conveyances,  bills of sale, and other  instruments with power to substitute one
or more persons or  corporations  with like power.  Any such  foreclosure  sale,
assignment,  transfer,  or other  disposition  shall, to the extent permitted by
law,  be a  perpetual  bar,  both at law and in equity,  against  Debtor and all
persons and corporations  lawfully  claiming by or through or under Debtor.  Any
such foreclosure sale may be adjourned from time to time. Upon any sale, Secured
Party may bid for and purchase the  Collateral,  or any part  thereof,  and upon
compliance with the terms of sale may hold,  retain,  possess and dispose of the
Collateral, in its absolute right 

                                       26
<PAGE>

without further accountability.  Secured Party
shall have the right to be  credited  on the  amount of its bid a  corresponding
amount of the Obligations as of the date of such sale.

                  (c) 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.

                  (d)  Not  in  limitation  of  any  other   provision  of  this
Agreement,  Secured  Party shall have all rights and remedies of a secured party
under the Texas UCC.

         7.3  Application  of Proceeds.  Secured Party may apply the proceeds of
any foreclosure  sale hereunder or from any other  permitted  disposition of the
Collateral  or any part  thereof as  follows:  (a) first,  to the payment of all
reasonable  costs and expenses of any foreclosure  and collection  hereunder and
all proceedings in connection  therewith,  including reasonable attorneys' fees;
(b) then, to the  reimbursement of Secured Party for all  disbursements  made by
Secured Party for taxes,  assessments or liens superior to the Security Interest
and  which  Secured  Party  shall  deem  expedient  to  pay;  (c)  then,  to the
reimbursement of Secured Party of any other  disbursements made by Secured Party
in accordance with the terms hereof or any of the Original Security Documents or
New Security Documents;  (d) then, to or among the amounts of fees, interest and


                                       27
<PAGE>

principal then owing and unpaid in respect of the Obligations,  in such priority
as Secured Party may determine in its discretion;  and (e) the remainder of such
proceeds,  if  any,  shall  be  paid  to  Debtor.  If  such  proceeds  shall  be
insufficient to discharge the entire  Obligations,  Secured Party shall have any
other  available legal recourse  against Debtor and all other persons  obligated
under, or for the performance of, the Note, the Original Security Documents, the
New Security Documents, this Agreement, and any other documents,  agreements, or
instruments executed in connection therewith, for the deficiency,  together with
interest thereon at the maximum non-usurious rate per annum.

         7.4  Enforcement  of  Obligations.  Nothing in this Agreement or in any
other agreement shall affect or impair the  unconditional  and absolute right of
the Secured Party to enforce the  Obligations  as and when the same shall become
due in  accordance  with the  terms of the  Note or  other  governing  document,
agreement, or instrument.

         7.5 Voting Rights.  Upon the occurrence of an Event of Default,  Debtor
will not  exercise  any voting  rights  with  respect to  securities  pledged as
Collateral.  Debtor  hereby  irrevocably  appoints  Secured  Party  as  Debtor's
attorney-in-fact  (such power of attorney  being  coupled with an interest)  and
proxy to exercise any voting rights with respect to Debtor's  securities pledged
as Collateral upon the occurrence of an Event of Default.


                                       28
<PAGE>

                                  ARTICLE VIII
                             RIGHTS OF SECURED PARTY

         8.1  Subrogation.  Upon the occurrence of an Event of Default,  Secured
Party,  at its  election,  may  subrogate  to all of the  interest,  rights  and
remedies  of the  Debtor,  in respect  to any of the  Collateral  or  agreements
pertaining thereto.

         8.2 Secured Party  Appointed  Attorney-in-Fact.  Debtor hereby appoints
Secured Party as  attorney-in-fact  of Debtor,  with full authority in the place
and stead of Debtor and in the name of Debtor, Secured Party or otherwise,  from
time to time on Secured  Party's  discretion and upon the occurrence of an Event
of Default, to take any action and to execute any instrument which Secured Party
may deem  necessary or advisable to accomplish  the purposes of this  Agreement,
including without  limitation:  (a) to ask, demand,  collect,  sue for, recover,
compound, receive and give acquittance and receipts for moneys due and to become
due under or in respect of any of the Collateral;  (b) to receive,  endorse, and
collect  any  drafts or other  instruments,  documents  and  chattel  paper,  in
connection  with clause (a) of this  Section 8.2; (c) to file any claims or take
any action or institute any proceeding which Secured Party may deem necessary or
desirable for the  collection  of any of the  Collateral or otherwise to enforce
the rights of Secured Party against any of the Collateral; and (d) to assign and
transfer the  Collateral,  or any part  thereof,  absolutely  and to execute and
deliver  endorsements,   assignments,  conveyances,  bills  of  sale  and  other
instruments  with power to substitute  one or more persons or  corporation  with
like power.

                                       29
<PAGE>

         8.3  Performance  by Secured  Party.  If Debtor  fails to  perform  any
agreement  contained  herein,  Secured  Party may itself  perform,  or cause the
performance  of, such  agreement,  and the reasonable  expenses of Secured Party
incurred in connection  therewith  shall be payable by Debtor under Section 8.8.
In no  event,  however,  shall  Secured  Party  have any  obligation  or  duties
whatsoever to perform any covenant or agreement of Debtor contained herein,  and
any such performance by Secured Party shall be wholly discretionary with Secured
Party.

         8.4 Duties of Secured  Party.  The powers  conferred upon Secured Party
hereunder  are solely to protect its  interest in the  Collateral  and shall not
impose any duty upon it to exercise any such powers. Except for the safe custody
of any  Collateral  in its  possession  and the  accounting  for money  actually
received by it hereunder,  Secured Party shall have no duty as to any Collateral
or as to the taking of any  necessary  steps to preserve  rights  against  prior
parties or any other rights  pertaining to any Collateral.  Without limiting the
generality of the foregoing,  Secured Party shall not have any obligation,  duty
or  responsibility  to do any of the  following:  (a) ascertain any  maturities,
calls,  conversions,  exchanges,  offers, tenders or similar matters relating to
the  Collateral or informing  Debtor with respect to any such matters;  (b) fix,
preserve  or  exercise  any  right,  privilege  or option  (whether  conversion,
redemption or otherwise) with respect to the Collateral; (c) collect any amounts
payable  in  respect  of the  Collateral;  (d)  sell all or any  portion  of the
Collateral to avoid market loss; (e) sell all or any portion of the  Collateral;
or (f) hold the Collateral for or on behalf of any party other than Debtor.

         8.5 No  Liability  of Secured  Party.  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 

                                       30
<PAGE>

as an  assumption  by Secured Party of any
obligations,  responsibilities,  or duties of Debtor arising in connection  with
the  Collateral  assigned  hereunder  or  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.

         8.6 Right of Secured Party to Defend Action Affecting Security. Secured
Party  may,  at the  expense  of  Debtor,  appear in and  defend  any  action or
proceeding at law or in equity  purporting to affect  Secured  Party's  Security
Interest under this Agreement.

         8.7 Right of  Secured  Party to Prevent  or Remedy  Default.  If Debtor
shall fail to perform any of the covenants,  conditions and agreements  required
to be performed and observed by Debtor under the Note, or any other  instruments
secured  hereby,  or in respect of the  Collateral  (subject  to any  applicable
default cure  period),  Secured Party (a) may but shall not be obligated to take
any action  Secured Party deems  necessary or desirable to prevent or remedy any
such default by Debtor or otherwise  to protect the Security  Interest,  and (b)
shall have the absolute and immediate right to take possession of the Collateral
or any part  thereof  (to the  extent  Secured  Party has not  previously  taken
possession)  to such  extent  and as often  as the  Secured  Party,  in its sole
discretion, deems necessary or desirable in order to prevent or to cure any such
default by Debtor,  or  otherwise  to protect the  security  of this  Agreement.
Secured Party may advance or expend such sums of money for the account of Debtor
as Secured Party in its sole discretion deems necessary for any such purpose.

                                       31
<PAGE>

         8.8 Secured Party's Expenses. All reasonable advances, costs, expenses,
charges and attorneys' fees which Secured Party may make, pay or incur under any
provision  of this  Agreement  for the  protection  of its  security  or for the
enforcement  of any of  its  rights  hereunder,  or in  foreclosure  proceedings
commenced and subsequently  abandoned,  or in any dispute or litigation in which
Secured  Party or the holder of any of the  Obligations  may become  involved by
reason of or arising out of the Note, or the  Collateral  shall be a part of the
Obligations and shall be paid by Debtor to Secured Party, upon demand, and shall
bear interest until paid at the rate  otherwise  chargeable on the Note, but not
to exceed the maximum rate of interest  permitted by  applicable  law,  from the
date of such payment until repaid by Debtor.

         8.9. Convertible  Collateral.  Secured Party may present for conversion
any  Collateral  which is  convertible  into any other  instrument or investment
security or a  combination  thereof with cash,  but Secured Party shall not have
any duty to present for conversion any Collateral  unless it shall have received
from Debtor  detailed  written  instructions to that effect at a time reasonably
far in advance of the final conversion date to make such conversion possible.

         8.10 Secured Party's Right of Set-Off.  Upon the happening of any event
entitling  Secured  Party to pursue any remedy  provided  herein,  or if Secured
Party shall be served with garnishment process in which Debtor shall be named as
defendant,  whether or not Debtor  shall be in  default  hereunder  at the time,
Secured Party may, but shall not be required to, set-off any indebtedness  owing
by  Secured  Party  to  Debtor  against  any of the  Obligations  without  first


                                       32
<PAGE>

resorting to the security hereunder and without prejudice to any other rights or
remedies of Secured Party or its Security Interest.

         8.11 Remedies.  No right or remedy herein  reserved to Secured Party is
intended to be exclusive  of any other right or remedy,  but each and every such
remedy shall be cumulative,  not in lieu of, but in addition to any other rights
or remedies given under this Agreement and all other security documents. Any and
all of Secured  Party's  rights and remedies may be exercised  from time to time
and as often as such exercise as deemed necessary or desirable by Secured Party.

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

         8.13 Other Parties and Other Collateral.  No renewal or extension of or
any other  indulgence  with respect to the  Obligations or any part thereof,  no
release  of any  security,  no  release  of any  person  (including  any  maker,
endorser,  guarantor,  or  surety)  liable  on  the  Obligations,  no  delay  in
enforcement  of payment,  and no delay or admission or lack of diligence or care


                                       33
<PAGE>

in exercising any right or power with respect to the Obligations 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
Obligations,  before  foreclosing  upon the Collateral for the purpose of paying
the  Obligations.  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
Obligations any such other security or proceeds thereof.

                                   ARTICLE IX
                                  MISCELLANEOUS

         9.1 Terms Commercially Reasonable. The terms of this Agreement shall be
deemed commercially reasonable within the meaning of the Texas UCC.

         9.2 Notices.  Any notices or demands  required or permitted to be given
hereunder  shall be  deemed  sufficiently  given if in  writing  and  personally
delivered or mailed (with all postage and charges prepaid), addressed to Secured
Party or to Debtor their respective  addresses set forth below, or at such other
address as the above parties may from time to time  designate by written  notice
to the other given in  accordance  with this Section  9.2.  Any such notice,  if
personally  delivered or  transmitted  by telex or telegram,  shall be deemed to
have been given on the date so delivered or transmitted or, if mailed, be deemed
to have been given on the day after such  notice is placed in the United  States
mail in accordance with this Section 9.2.

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<PAGE>

                  Secured Party:     1301 Capital of Texas Hwy., Suite C-300
                                     Austin, Travis County, Texas 78746
                                     Attn: Mr. Duane K. Boyd, Jr.

                  with copy to:      Timothy L. LaFrey, Esq.
                                     Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                                     1900 Frost Bank Plaza
                                     816 Congress Avenue
                                     Austin, Texas 78701

                  Debtor:            3201 West 65th Street
                                     Little Rock, Arkansas 72209

         9.3 Parties Bound.  Secured Party's rights under this Agreement and the
Security Interest shall inure to the benefits of its successors and assigns, and
in the event of any  assignment  or  transfer of any of the  Obligations  or the
Collateral,  Secured  Party  thereafter  shall  be  fully  discharged  from  any
responsibility  with respect to the Collateral so assigned or  transferred,  but
Secured  Party shall  retain all rights and powers  hereby given with respect to
any of the  Obligations  or  Collateral  not so  assigned  or  transferred.  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.

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<PAGE>

         9.4 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.

         9.5 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.

         9.6 Definitions. Unless the context indicated otherwise, definitions in
the Texas Business and Commerce Code ("Texas UCC") apply to words and phrases in
this Agreement; if Texas UCC definitions conflict, Chapter 9 definitions apply.

         9.7 Miscellaneous. In this Agreement, whenever the context so requires,
the neuter gender  includes the masculine and feminine,  and the singular number
includes  the plural and vice  versa.  The  headings  of  paragraphs  herein are
inserted only for convenience and shall in no way define,  describe or limit the
scope of intent of any  provisions  of this  Agreement.  No  change,  amendment,

                                       36
<PAGE>

modification,  cancellation,  or  discharge of any  provision of this  Agreement
shall be valid unless consented to in writing by Secured Party.

         9.8 Assignment of Secured  Party's  Interest.  Secured Party shall have
the right to assign all or any portion of its rights in this  Agreement  without
approval or consent.  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.

         9.9 Applicable  Laws. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA.

         9.10 ENTIRE AGREEMENT.  THE NOTE, THE ORIGINAL SECURITY DOCUMENTS,  THE
NEW SECURITY DOCUMENTS,  THIS AGREEMENT, AND ANY OTHER DOCUMENTS,  AGREEMENTS OR
INSTRUMENTS  EXECUTED IN CONNECTION  THEREWITH,  REPRESENT  THE FINAL  AGREEMENT
BETWEEN  THE  PARTIES  AND  MAY  NOT  BE  CONTRADICTED  BY  EVIDENCE  OF  PRIOR,
CONTEMPORANEOUS,  OR SUBSEQUENT  ORAL  AGREEMENTS  OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

                                       37
<PAGE>



         EXECUTED this 25 th day of March, 1999.

DEBTOR:                                Consolidated Eco-Systems, 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


                                       38

<PAGE>




                                   Schedule I

                      To Assignment and Security Agreement


         "Environmental  Laws" means all Laws that  relate to health,  safety or
environmental   protection,   including  without  limitation  the  (i)  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 and
Solid Waste Amendments of 1984; (ii) the Comprehensive  Environmental  Response,
Compensation  and Liability Act of 1980, as amended by the Superfund  Amendments
and  Reauthorization  Act of 1986; (iii) the Toxic Substances  Control Act; (iv)
the Americans with  Disabilities Act of 1990, and (iv) the Clean Air Act; all as
amended from time to time and including all regulations  promulgated pursuant to
any one or more of them.

         "ERISA" means the Employment Retirement Income Security Act of 1974, as
amended, together with all rules and regulations issued pursuant thereto and all
rulings or interpretations adopted by any Governmental Entity thereunder.

         "Governmental   Entity"   means  any   government   (or  any  political
subdivision  or  jurisdiction   thereof),   court,  bureau,   agency,  or  other
governmental  authority having jurisdiction over Debtor, any subsidiary,  or any
of its or their respective businesses, operations, assets, or properties.

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<PAGE>

         "Hazardous  Material"  means  those  substances  defined  as  toxic  or
hazardous substances by or under any Environmental Laws.

         "Laws" shall mean all applicable laws,  ordinances,  statutes,  orders,
regulations, judgments, writs, or decrees of any Governmental Entity.


                                       2
<PAGE>

                                   Schedule II


         1.       Certificate No. 2, dated March 22, 1999, for 1,000 shares of 
Exsorbet Technical Services, Inc. common stock, issued to Consolidated 
Eco-Systems, Inc.

         2. Certificate, dated March 17, 1999, for 1,000 shares of KR Industrial
Services of Alabama, Inc. common stock, issued to Consolidated Eco-Systems, Inc.


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