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                                                                   EXHIBIT 10.39
 
                                                                         ANNEX X


             Form of Opinion in Connection with Security Agreement
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          1.  The Company has all requisite corporate power and authority to 
execute and deliver the Security Agreement and to perform its obligations 
thereunder in accordance with the terms thereof, subject to the terms and 
conditions contained or otherwise referenced therein. The execution, delivery
and performance of the Security Agreement by the Company and the consummation by
the Company of the transactions contemplated thereby have been duly authorized
by all necessary corporate action on the part of the Company, subject to the
terms and conditions contained or otherwise referenced in the Security
Agreement. The Security Agreement has been duly and validly executed and
delivered by the Company and (assuming the due authorization, execution and
delivery thereof by each of the other parties thereto) constitutes the legal,
valid and binding obligation of the Company, enforceable against it in
accordance with their terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally, and subject, as to enforceability, to
general principles of equity, including principles of commercial reasonableness,
good faith and fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity) and except that certain remedial provisions of
the Security Agreement are or may be unenforceable in whole or in part under the
laws of the State of Texas and the State of New York, but the inclusion of such
provisions does not affect the validity of the Security Agreement, and the
Security Agreement contains adequate provisions for the practical realization of
the rights and benefits afforded thereby. No opinion is expressed in this
paragraph as to the perfection or priority of any liens granted pursuant to the
Security Agreement.

          2.  The execution and delivery of the Security Agreement, the 
consummation of the transactions contemplated thereby and compliance by the 
Company with the provisions thereof will not materially conflict with, 
constitute a default under or violate (i) any of the terms, conditions or 
provisions of the articles of incorporation or by-laws of the Company, (ii) any 
of the terms, conditions or provisions of the Applicable Contracts except as set
forth on Schedule I (except that we express no opinion as to any covenant, 
restriction or provision of the Applicable Contracts related to financial 
covenants, ratios or tests or any aspect of the financial condition or results 
of operations of the Company), (iii) any New York, Texas or federal law or 
regulation (other than federal and state securities or blue sky laws or laws 
regulating the maximum rate of interest which may be charged, taken or received,
as to which we express no opinion except to the extent set forth in the next

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clause), (iv) any New York law regulating the maximum rate of interest which may
be charged, taken or received, or (v) any judgment, writ, injunction, decree, 
order or ruling of any court or governmental authority binding on the Company of
which we are aware. "Applicable Contracts" means those documents, agreements or 
instruments set forth on Schedule II attached hereto, which have been identified
to us by the Company as all material documents, agreements or other instruments 
to which the Company or the Subsidiaries are a party or by which they are bound.

          3.  Assuming the filing of the financing statements on Form UCC-1 in 
the offices in the jurisdictions indicated on Schedule III hereto, the execution
and delivery of the Security Agreement creates a valid and duly perfected lien 
on and a security interest in the "Collateral" (as such term is defined in the 
Security Agreement) to the extent perfection of a lien or security interest in 
the Collateral may be perfected by the filing of a financing statement under the
Uniform Commercial Code in effect in the State of Texas (the "UCC"), as security
for the Obligations (as such term is defined in the Security Agreement).

          The opinion is subject to the following exceptions:

              A.  that with respect to any Debtor's (as such term is defined in 
the Security Agreement) rights in or title to the Collateral, we express no 
opinion, and have assumed that such Debtor has title to the Collateral;

              B.  that with respect to any Collateral as to which the perfection
of a lien or security interest is governed by the laws of any jurisdiction other
than the State of Texas, we express no opinion; and

              C.  that with respect to any Collateral which is or may become 
fixtures (within the meaning of Section 9.313 of the UCC) we express no opinion;
and

              D.  that with respect to transactions excluded from Article 9 of 
the UCC by Section 9.104 thereof, we express no opinion.

          In addition, the opinion set forth above is subject to (i) the 
limitations on perfection of security interests in proceeds resulting from the 
operation of Section 9.306 of the UCC; (ii) the limitations with respect to 
buyers in the ordinary course of business imposed by Sections 9.307 and 9.308 of
the UCC; (iii) the limitations with respect to documents, instruments and
securities imposed by Sections 8.302, 9.304

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and 9.309 of the UCC; (iv) the provisions of Section 9.203 of the UCC relating 
to the time of attachment; and (v) Section 552 of Title 11 of the United States 
Code (the "Bankruptcy Code") with respect to any Collateral acquired by the 
Debtors subsequent to the commencement of a case against or by the Debtors under
the Bankruptcy Code.

          We further assume (a) that all filings will be timely made and duly
filed as necessary (i) in the event of a change in the name, identify or
corporate structure of the Debtors, (ii) in the event of a change in location of
the Collateral, or the location of the principal office of the Debtors or the
place where the Debtors keeps its books and records, and (iii) to continue to
maintain the effectiveness of the original filings, and (b) that any money,
instruments, documents or securities which may constitute part of the Collateral
are and will remain in the Creditors' possession.


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