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                                                                   EXHIBIT 10.32
 
                                                                         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 Tide 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,
         identity 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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