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                                                                   Exhibit 10.23

                               SECURITY AGREEMENT

         THIS SECURITY AGREEMENT (this "AGREEMENT") is made as of the 1st day of
December, 2000, by MigraTEC, Inc., a Delaware corporation ("DEBTOR"), whose
address is 11494 Luna Road, Suite 100, Dallas, Texas 75234 in favor of Mercury
Fund No. I, Ltd., a Texas limited partnership, whose address is 17950 Preston
Road, Suite 800, Dallas, Texas 75252 (collectively with its successors and
assigns, "SECURED PARTY"). Debtor hereby agrees with Secured Party as follows:

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

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

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

                    (i) any right to payment for services rendered or for goods
               sold or leased which is not evidenced by an instrument or chattel
               paper, whether or not it has been earned by performance
               ("ACCOUNTS"), and all customer lists, subscription lists,
               invoices, agings, verification reports and other records relating
               in any way to such Accounts, and all of Debtor's rights in, to
               and under all purchase orders or contracts now owned or hereafter
               received or acquired by it for goods or services, and all of
               Debtor's rights to any goods represented by any of the foregoing
               (including returned or repossessed goods and unpaid seller's
               rights) and all moneys due or to become due to Debtor under all
               contracts for the sale or lease of goods and/or the performance
               of services by it (whether or not yet earned by performance) or
               in connection with any other transaction, now in existence or
               hereafter arising; all promissory notes, drafts, bills of
               exchange, instruments, documents and trade acceptances
               (collectively, "INSTRUMENTS"); all deposit accounts, general
               intangibles, tax refunds and other obligations of any kind owing
               to Debtor (including under any trade names), now or hereafter
               existing, arising out of or in connection with the sale or lease
               of goods or the rendering of services or otherwise (including,
               without limitation, any such obligations that would be
               characterized as an account, general intangible or chattel paper
               under the Code); and all rights now or hereafter existing in and
               to all security agreements, leases, guarantees and other
               contracts securing or otherwise relating to any such Accounts,
               Instruments, deposit accounts, general intangibles or
               obligations;

                    (ii) all machinery, equipment, tools, apparatus, furniture
               and leasehold improvements, now owned or hereafter acquired by
               Debtor or in which Debtor now has or hereafter may acquire any
               right, title or interest, and any and all additions,
               substitutions and replacements thereof, wherever located,
               together with all attachments, components, parts, equipment and
               accessories installed therein or




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               affixed thereto, including but not limited to all "equipment" as
               defined in Section 9.109(2) of the Code;

                    (iii) all writings which evidence both a monetary obligation
               and a security interest in or a lease of specific goods;

                    (iv) all contracts and agreements to which Debtor is a party
               or to which Debtor has any rights, together with all
               modifications, amendments or replacements of any of the
               foregoing, including, without limitation, (A) all rights of
               Debtor to receive moneys due and to become due to Debtor
               thereunder or in connection therewith, (B) all rights of Debtor
               to damages arising out of, or for, breach or default in respect
               thereof and (C) all rights of Debtor to perform and to exercise
               all remedies thereunder;

                    (v) all general intangibles (as defined in the Code); all
               inventions, processes, production methods, proprietary
               information, trade secrets and know-how; all patents and
               applications for patents, copyrights, trademarks, trade names,
               corporate names, company names, business names, fictitious
               business names, trade styles, service marks, logos and other
               source or business identifiers, and the goodwill associated
               therewith, now existing or hereafter adopted or acquired, all
               registrations and recordings thereof, and all applications in
               connection therewith, whether in the United States Patent and
               Trademark office or in any similar office or agency of the United
               States, any State thereof or any other country or any political
               subdivision thereof, or otherwise and all renewals thereof, and
               all licenses or other agreements granted to Debtor with respect
               to any of the foregoing; all information, customer lists,
               advertising lists, advertising contracts, identification of
               suppliers, data, plans, blueprints, specifications, designs,
               drawings, recorded knowledge, surveys, engineering reports, test
               reports, manuals, materials standards, processing standards,
               performance standards, telephone numbers and telephone listings,
               catalogs, books, records, computer and automatic machinery
               software and programs, and the like pertaining to operations by
               or the business of Debtor and all licenses with respect thereto;
               all field accounting information and all media in which or on
               which any of the information or knowledge or data or records, may
               be recorded or stored and all computer programs used for the
               compilation or printout of such information, knowledge, records
               or data; all licenses, consents, permits, variances,
               certifications and approvals of all Governmental Authorities now
               or hereafter held by Debtor pertaining to operations or business
               now or hereafter conducted; all rights to receive return of
               deposits and trust payments; all rights to payment under letters
               of credit and similar agreements; all tax refunds (including,
               without limitation, all federal and state income tax refunds and
               benefits of net operating loss carry forwards); and all causes of
               action, rights, claims and warranties now or hereafter owned or
               acquired by Debtor;

                    (vi) all rights, claims and benefits of Debtor against any
               person arising out of, relating to or in connection with the
               Collateral;



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                    (vii) the balance of every bank account and deposit account
               of Debtor and any other claim of Debtor against Secured Party,
               now or hereafter existing, liquidated or unliquidated, and all
               money, instruments, securities, documents, chattel paper,
               credits, claims, demands, income, and any other property, rights
               and interests of Debtor which at any time shall come into the
               possession or custody or under the control of Secured Party or
               any agent, affiliate or correspondent of Secured Party, for any
               purpose, and the proceeds thereof (Secured Party shall be deemed
               to have possession of any of the Collateral in transit to or set
               apart for Secured Party or any of its respective agents,
               affiliates or correspondents);

                    (viii) all equity interest in any entity, any debt
               instrument issued by any person or entity and any instrument
               convertible into any equity or debt interest (whether owned
               beneficially or of record), including but not limited to all
               shares of capital stock of whatever class, all partnership and
               joint venture interests, and all debentures and debt instruments
               (collectively "SECURITIES"); all shares, securities, monies or
               properties representing a distribution on any Securities or
               representing a Distribution (defined below) or return of capital
               upon or in respect of any Securities or any part thereof, or
               resulting from a split-up, revision, reclassification or other
               like change of the Securities, or otherwise received in exchange
               therefor; all subscription rights, warrants or options issued to
               the holders of, or in respect of, the Securities; each
               certificate or other instrument evidencing any of the foregoing;

                    (ix) any declaration or payment of any distribution or
               dividend (including a stock dividend) on, or the making of any
               pro rata distribution, loan, advance, or investment to or in any
               holder (in its capacity as a partner, shareholder or other equity
               holder) of, any partnership interest or shares of capital stock
               or other equity interest of such entity; any purchase,
               redemption, or other acquisition or retirement for value of any
               shares of partnership interest or capital stock or other equity
               interest of such entity; and any payments of principal of, and
               interest on, and all other payments in respect of any debt issued
               by any person or entity (all of the foregoing being herein
               referred to as collectively "DISTRIBUTIONS");

                    (x) all accounts of Debtor maintained with or through any
               other person or entity or persons or entities related to the
               acquisition, ownership, sale or other disposition of any interest
               in any security or interest in any security (including but not
               limited to all interest in any equity or debt security, option,
               warrant, put, call, futures agreements, commodity agreements,
               margin accounts, short positions and partnership interests), each
               deposit account (time, demand or other) in which any proceeds of
               or income from the foregoing may be on deposit, all general
               intangibles consisting of the foregoing and each agreement,
               document or instrument governing or evidencing any of the
               foregoing and all amendments and restatements thereof, and all
               claims of Debtor against any person or entity with respect to any
               of the foregoing;



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                    (xi) all insurance policies and bonds and claims relating to
               any of the Collateral and payments thereunder;

                    (xii) all other personal property now owned of hereafter
               acquired by Debtor, including, without limitation, any and all
               inventory, documents, goods and other property in which a
               security interest would be created under Chapter 9 of the Code;
               and

                    (xiii) all accessions to, all substitutions for and
               replacements of, and all proceeds and products of any and all of
               the foregoing Collateral and, to the extent not otherwise
               included, all (A) payments under insurance (whether or not
               Secured Party is the loss payee thereof), or any indemnity,
               warranty or guaranty, payable by reason of loss or damage to or
               otherwise with respect to any of the foregoing Collateral and (B)
               all cash.

               (c) The term "INDEBTEDNESS" shall mean (i) all indebtedness,
          obligations and liabilities of Debtor to Secured Party now existing or
          hereafter arising pursuant to that certain promissory note dated
          December 1, 2000, in the principal amount of $565,000.00 executed by
          Debtor and payable to the order of Secured Party (the "NOTE"), (ii)
          all obligations of Debtor to Secured Party under any documents
          evidencing, securing, governing and/or pertaining to all or any part
          of the indebtedness described in (i) above, (iii) 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) and (ii) above or the protection or
          preservation of, or realization upon, the collateral securing all or
          any part of such indebtedness and obligations, including without
          limitation all reasonable attorneys' fees, and (iv) all renewals,
          extensions, modifications and rearrangements of the indebtedness and
          obligations described in (i), (ii) and (iii) above.

               (d) The term "LOAN DOCUMENTS" shall mean the Note dated of even
          date herewith by and between Debtor and Secured Party and this
          Agreement.

               (e) The term "SENIOR DEBT" shall mean all indebtedness of Debtor
          to MJ Capital Partners, L.P. or MT Partners, L.P. and Secured Party
          under that certain Note and Warrant Purchase Agreement dated as of
          January 25, 2000.

               (f) The term "SENIOR LENDERS" means MJ Capital Partners, L.P., MT
          Partners, L.P., Mercury Ventures, Ltd., and their respective
          affiliates.

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

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

         3. MAINTENANCE OF COLLATERAL. Other than the exercise of reasonable
care to assure the safe custody of any Collateral in Secured Party's possession
from time to time, Secured Party




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does not have any obligation, duty or responsibility with respect to the
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 unless (i) Debtor makes written demand to Secured Party to do so,
(ii) such written demand is received by Secured Party in sufficient time to
permit Secured Party to take the action demanded in the ordinary course of its
business, and (iii) Debtor provides additional collateral, acceptable to Secured
Party in its sole discretion; (c) collect any amounts payable in respect of the
Collateral (Secured Party being liable to account to Debtor only for what
Secured Party may actually receive or collect thereon); (d) sell all or any
portion of the Collateral to avoid market loss; (e) sell all or any portion of
the Collateral unless and until (i) Debtor makes written demand upon Secured
Party to sell the Collateral, and (ii) Debtor provides additional collateral,
acceptable to Secured Party in its sole discretion; or (f) hold the Collateral
for or on behalf of any party other than Debtor.

          4. REPRESENTATIONS AND WARRANTIES. Debtor hereby represents and
warrants the following to Secured Party:

               (a) Authority. The execution, delivery and performance of the
          Loan Documents by Debtor have been duly authorized by all necessary
          corporate action of Debtor.

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

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

               (d) Ownership and Liens. Debtor has good and marketable title to
          the Collateral free and clear of all liens, security interests,
          encumbrances or adverse claims, except for the security interest
          created by this Agreement and those securing the Senior Debt. No
          dispute, right of setoff, counterclaim or defense exists with respect
          to all or any part of the Collateral. Debtor has not executed any
          other security agreement currently affecting the Collateral and no
          effective financing statement or other instrument similar in effect
          covering all or any part of the Collateral is on file in any recording
          office except as may have been executed or filed in favor of Secured
          Party and those executed and filed in favor of Senior Lenders.

               (e) No Conflicts or Consents. Neither the ownership, the intended
          use of the Collateral by Debtor, the grant of the security interest by
          Debtor to Secured Party herein nor the exercise by Secured Party of
          its rights or remedies hereunder, will (i) conflict with




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          any provision of (A) any domestic or, to Debtor's knowledge, foreign
          law, statute, rule or regulation, (B) the articles of incorporation or
          bylaws of Debtor, or (C) any agreement, judgment, license, order or
          permit applicable to or binding upon Debtor, or (ii) result in or
          require the creation of any lien, charge or encumbrance upon any
          assets or properties of Debtor or of any person except as may be
          expressly contemplated in the Loan Documents. Except as expressly
          contemplated in the Loan Documents, no consent, approval,
          authorization or order of, and no notice to or filing with, any court,
          governmental authority or third party is required in connection with
          the grant by Debtor of the security interest herein or the exercise by
          Secured Party of its rights and remedies hereunder.

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

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

               (h) Exclusion of Certain Collateral. Unless otherwise agreed by
          Secured Party, the Collateral does not include any aircraft,
          watercraft or vessels, railroad cars, railroad equipment, locomotives
          or other rolling stock intended for a use related to interstate
          commerce.

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

               (j) Accounts. Each account represents the valid and legally
          binding indebtedness of a bona fide account debtor arising from the
          sale or lease by Debtor of goods or license by Debtor of software or
          the rendition by Debtor of services. The amount shown as to each
          account on Debtor's books is the true and undisputed amount owing and
          unpaid thereon, subject only to discounts, allowances, rebates,
          credits and adjustments to which the account debtor has a right.

               (k) Chattel Paper, Documents and Instruments. The chattel paper,
          documents and instruments of Debtor pledged hereunder have only one
          original counterpart and no



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          party other than Debtor or Senior Lenders is in actual or constructive
          possession of any such chattel paper, documents or instruments.

               (l) Securities. Any certificates evidencing Securities are valid
          and genuine and have not been altered. All Securities 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, except as has been disclosed to Secured
          Party in writing. To the best of Debtor's knowledge, no issuer of any
          of the Securities (other than those that are publicly traded) has any
          outstanding stock rights, rights to subscribe, options, warrants or
          convertible securities outstanding or any other rights outstanding
          entitling any party to have issued to such party capital stock of such
          issuer, except as has been disclosed to Secured Party in writing.

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

               (a) Ownership and Liens. Debtor will maintain good and marketable
          title to all Collateral free and clear of all liens, security
          interests, encumbrances or adverse claims, except for the security
          interest created by this Agreement and the security interests and
          other encumbrances securing the Senior Debt. Debtor will not permit
          any dispute, right of setoff, counterclaim or defense to exist with
          respect to all or any part of the Collateral. Debtor will cause any
          financing statement or other security instrument with respect to the
          Collateral to be terminated, except as may exist or as may have been
          filed in favor of Secured Party or the Senior Lenders.

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

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



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

               (e) Condition of Goods. Debtor will maintain, preserve, protect
          and keep all Collateral which constitutes goods in good condition,
          repair and working order and will cause such Collateral to be used and
          operated in good and workmanlike manner, in accordance with applicable
          laws and in a manner which will not make void or cancelable any
          insurance with respect to such Collateral.

               (f) Insurance. Debtor will, at its own expense, maintain
          insurance with respect to all Collateral which constitutes goods in
          such amounts, against such risks, in such form and with such insurers,
          as shall be satisfactory to Senior Lenders from time to time.

               (g) Accounts and General Intangibles. Debtor will, except as
          otherwise provided in Subsection 6(e), collect, at Debtor's own
          expense, all amounts due or to become due under each of the accounts
          and general intangibles. Debtor will also duly perform and cause to be
          performed all of its obligations with respect to the goods or
          services, the sale or lease or rendition of which gave rise or will
          give rise to each account and all of its obligations to be performed
          under or with respect to the general intangibles.

          6. NEGATIVE COVENANTS. Debtor will comply with the covenants contained
in this Section 6 at all times during the period of time this Agreement is
effective, unless Secured Party shall otherwise consent in writing.

               (a) Transfer or Encumbrance. Other than in the ordinary course of
          business, Debtor will not (i) sell, assign (by operation of law or
          otherwise), transfer, exchange, lease or otherwise dispose of any of
          the Collateral, (ii) grant a lien or security interest in or execute,
          file or record any financing statement or other security instrument
          with respect to the Collateral to any party other than Secured Party
          or Senior Lenders, or (iii) deliver actual or constructive possession
          of any of the Collateral to any party other than Secured Party or
          Senior Lenders, except for (A) sales and leases of inventory and
          licensing of software and intellectual property rights in the ordinary
          course of business, and (B) the sale or other disposal of any item of
          equipment which is worn out or obsolete; provided, however, the
          exceptions permitted in clauses (A) and (B) above shall automatically
          terminate upon the occurrence of an Event of Default.

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



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               (c) Possession of Collateral. Debtor will not cause or permit the
          removal of any Collateral from its possession, control and risk of
          loss, nor will Debtor cause or permit the removal of any Collateral
          from the address on the first page hereof other than (i) as permitted
          by Subsection 6(a), or (ii) in connection with the possession of any
          Collateral by Secured Party, Senior Lenders or by their bailee.

               (d) Goods. Debtor will not permit any Collateral which
          constitutes goods to at any time (i) be covered by any document except
          documents in the possession of the Senior Lenders, (ii) become so
          related to, attached to or used in connection with any particular real
          property so as to become a fixture upon such real property, or (iii)
          be installed in or affixed to other goods so as to become an accession
          to such other goods unless such other goods are subject to a security
          interest under this Agreement.

               (e) Compromise of Collateral. Debtor will not adjust, settle,
          compromise, amend or modify any Collateral, except an adjustment,
          settlement, compromise, amendment or modification in good faith and in
          the ordinary course of business.

               (f) Financing Statement Filings. Debtor recognizes that financing
          statements pertaining to the Collateral have been or may be filed
          where Debtor maintains any Collateral, has its records concerning any
          Collateral or has its residence or chief executive office, as the case
          may be. Without limitation of any other covenant herein, Debtor will
          not cause or permit any change in the location of (i) any Collateral,
          (ii) any records concerning any Collateral, or (iii) Debtor's chief
          executive office to a jurisdiction other than as represented in
          Subsection 4(g) unless Debtor shall have notified Secured Party in
          writing of such change at least thirty (30) days prior to the
          effective date of such change, and shall have first taken all action
          required by Secured Party for the purpose of further perfecting or
          protecting the security interest in favor of Secured Party in the
          Collateral. In any written notice furnished pursuant to this
          Subsection, Debtor will expressly state that the notice is required by
          this Agreement and contains facts that may require additional filings
          of financing statements or other notices for the purpose of continuing
          perfection of Secured Party's security interest in the Collateral.

          7. RIGHTS OF SECURED PARTY. Secured Party shall have the rights
contained in this Section 7 at all times during the period of time this
Agreement is effective.

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

               (b) Power of Attorney. Debtor hereby irrevocably appoints Secured
          Party as Debtor's attorney-in-fact, such power of attorney being
          coupled with an interest, with full authority in the place and stead
          of Debtor and in the name of Debtor or otherwise, after the occurrence
          of an Event of Default and subject to the provisions of the Debtor's




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          obligations to Senior Lenders, to take any action and to execute any
          instrument which Secured Party may deem necessary or appropriate to
          accomplish the purposes of this Agreement, including without
          limitation: (i) to obtain and adjust insurance required by Secured
          Party hereunder; (ii) to demand, collect, sue for, recover, compound,
          receive and give acquittance and receipts for moneys due and to become
          due under or in respect of the Collateral; (iii) to receive, endorse
          and collect any drafts or other instruments, documents and chattel
          paper in connection with clause (i) or (ii) above; and (iv) to file
          any claims or take any action or institute any proceedings which
          Secured Party may deem necessary or appropriate for the collection
          and/or preservation of the Collateral or otherwise to enforce the
          rights of Secured Party with respect to the Collateral.

          8. EVENTS OF DEFAULT. Each of the following constitutes an "EVENT OF
DEFAULT" under this Agreement:

               (a) Default in Payment. The failure, refusal or neglect of Debtor
          to repay the Indebtedness, as the same shall become due and payable,
          and such failure, refusal or neglect to repay the Indebtedness when
          due and payable remains unremedied for a period of thirty (30) days
          after notice of such failure, refusal or neglect is given by Secured
          Party; or

               (b) Non-Performance of Covenants. The failure (other than as
          referred to in Subsection (a) above) of Debtor to timely and properly
          observe, keep or perform any covenant, agreement, warranty or
          condition required herein and such failure remains unremedied for a
          period of thirty (30) days after notice of such failure is given by
          Secured Party to Debtor; or

               (c) Debtor's Bankruptcy or Insolvency. If Debtor (i) becomes
          insolvent, or makes a transfer in fraud of creditors, or makes an
          assignment for the benefit of creditors, or admits in writing its
          inability to pay its debts as they become due; (ii) generally is not
          paying its debts as such debts become due; (iii) has a receiver,
          trustee or custodian appointed for, or take possession of, all or
          substantially all of the assets of such party or any of the
          Collateral, either in a proceeding brought by such party or in a
          proceeding brought against such party and such appointment is not
          discharged or such possession is not terminated within ninety (90)
          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 ninety (90) days after
          the filing thereof, or an order for relief naming such party is
          entered under any Applicable Bankruptcy Law, or any composition,
          rearrangement, extension, reorganization or other relief of debtors
          now or hereafter existing is requested or consented to by such party;
          or (v) fails to have discharged within a period of ninety (90) days
          any attachment, sequestration or similar writ levied upon any property
          of such party.



                                       10
<PAGE>   11

          9. REMEDIES AND RELATED RIGHTS. If an Event of Default shall have
occurred, and without limiting any other rights and remedies provided herein, or
otherwise available to Secured Party, but subject to the provisions of the
rights of Senior Lenders under the Senior Debt, Secured Party may exercise one
or more of the rights and remedies provided in this Section.

               (a) Remedies. Secured Party may from time to time at its
          discretion, without limitation and without notice except as expressly
          provided herein:

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

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

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

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

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

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

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

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

Debtor agrees that in the event Debtor is entitled to receive any notice under
the Uniform Commercial Code, as it exists in the state governing any such
notice, of the sale or other disposition of any Collateral, reasonable notice
shall be deemed given when such notice is deposited in a depository receptacle
under the care and custody of the United States Postal Service, postage prepaid,
at Debtor's address set forth on the first page hereof, ten (10) days prior



                                       11
<PAGE>   12

to the date of any public sale, or after which a private sale, of any of such
Collateral is to be held. Secured Party shall not be obligated to make any sale
of Collateral regardless of notice of sale having been given. Secured Party may
adjourn any public or private sale from time to time by announcement at the time
and place fixed therefor, and such sale may, without further notice, be made at
the time and place to which it was so adjourned.

               (b) Private Sale of Securities. Debtor recognizes that Secured
          Party may be unable to effect a public sale of all or any part of the
          Securities because of restrictions in applicable federal and state
          securities laws and that Secured Party may, therefore, determine to
          make one or more private sales of any of the Securities to a
          restricted group of purchasers who will be obligated to agree, among
          other things, to acquire any of the Securities for their own account,
          for investment and not with a view to the distribution or resale
          thereof. Debtor acknowledges that any such private sale may be at
          prices and other terms less favorable than what might have been
          obtained at a public sale and, notwithstanding the foregoing, agrees
          that each such private sale shall be deemed to have been made in a
          commercially reasonable manner and that Secured Party shall have no
          obligation to delay the sale of any of the Securities for the period
          of time necessary to permit the issuer to register such Securities for
          public sale under any federal or state securities laws. Debtor further
          acknowledges and agrees that any offer to sell such Securities which
          has been made privately in the manner described above to not less than
          five (5) bona fide offerees shall be deemed to involve a "public sale"
          for the purposes of Section 9.504(c) of the Code, notwithstanding that
          such sale may not constitute a "public offering" under any federal or
          state securities laws and that Secured Party may, in such event, bid
          for the purchase of such Securities.

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

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

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

                    (iii) to the satisfaction of the Indebtedness;

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



                                       12
<PAGE>   13

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

               (d) Deficiency. In the event that the proceeds of any sale of,
          collection from, or other realization upon, all or any part of the
          Collateral by Secured Party are insufficient to pay all amounts to
          which Secured Party is legally entitled, Debtor and any party who
          guaranteed or is otherwise obligated to pay all or any portion of the
          Indebtedness shall be liable for the deficiency, together with
          interest thereon as provided in the Loan Documents.

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

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

          10. INDEMNITY. DEBTOR HEREBY INDEMNIFIES AND AGREES TO HOLD HARMLESS
SECURED PARTY, AND ITS REPRESENTATIVES (EACH AN "INDEMNIFIED PERSON") FROM AND
AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, CLAIMS, LOSSES, DAMAGES,
PENALTIES, ACTIONS, JUDGMENTS,




                                       13
<PAGE>   14

SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE (COLLECTIVELY, THE
"CLAIMS") WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST, ANY
INDEMNIFIED PERSON ARISING IN CONNECTION WITH THE LOAN DOCUMENTS, THE
INDEBTEDNESS OR THE COLLATERAL (INCLUDING WITHOUT LIMITATION, THE ENFORCEMENT OF
THE LOAN DOCUMENTS AND THE DEFENSE OF ANY INDEMNIFIED PERSON'S ACTIONS AND/OR
INACTIONS IN CONNECTION WITH THE LOAN DOCUMENTS) PROVIDED THAT NO INDEMNIFIED
PERSON SHALL BE INDEMNIFIED HEREUNDER FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT. THE PARTIES ACKNOWLEDGE THAT THE INDEMNIFICATION PROVIDED FOR IN
THIS SECTION SHALL BE PERMITTED IN THE EVENT OF THE NEGLIGENCE (BUT NOT GROSS
NEGLIGENCE) OF AN INDEMNIFIED PERSON. THE INDEMNIFICATION PROVIDED FOR IN THIS
SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND SHALL EXTEND AND
CONTINUE TO BENEFIT EACH INDIVIDUAL OR ENTITY WHO IS OR HAS AT ANY TIME BEEN AN
INDEMNIFIED PERSON HEREUNDER.

          11. MISCELLANEOUS.

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

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

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

               (d) Waiver by Secured Party. Secured Party may waive any Event of
          Default without waiving any other prior or subsequent Event of
          Default. Secured Party may remedy any default without waiving the
          Event of Default remedied. Neither the failure by Secured Party to
          exercise, nor the delay by Secured Party in exercising, any right or
          remedy upon any Event of Default shall be construed as a waiver of
          such Event of Default or as a waiver of the right to exercise any such
          right or remedy at a later date. No single or partial exercise by
          Secured Party of any right or remedy hereunder shall exhaust




                                       14
<PAGE>   15

          the same or shall preclude any other or further exercise thereof, and
          every such right or remedy hereunder may be exercised at any time. No
          waiver of any provision hereof or consent to any departure by Debtor
          therefrom shall be effective unless the same shall be in writing and
          signed by Secured Party and then such waiver or consent shall be
          effective only in the specific instances, for the purpose for which
          given and to the extent therein specified. No notice to or demand on
          Debtor in any case shall of itself entitle Debtor to any other or
          further notice or demand in similar or other circumstances.

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

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

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

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

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

               (j) Binding Effect and Assignment. This Agreement (i) creates a
          continuing security interest in the Collateral, (ii) shall be binding
          on Debtor and the successors and




                                       15
<PAGE>   16

          assigns of Debtor, and (iii) shall inure to the benefit of Secured
          Party and its successors and assigns. Debtor's rights and obligations
          hereunder may not be assigned or otherwise transferred without the
          prior written consent of Secured Party.

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

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

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



                  [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY.]



                                       16
<PAGE>   17
         EXECUTED as of the date first written above.

                             DEBTOR:

                             MIGRATEC, INC.


                             By:  /s/ T. Ulrich Brechbuhl
                                  ---------------------------------------------
                                  Name: T. Ulrich Brechbuhl
                                  Title: President and Chief Financial Officer

                             SECURED PARTY:

                             MERCURY FUND NO. 1, LTD.

                             By:  MERCURY VENTURES, LTD.
                                  General Partner

                                  By: MERCURY MANAGEMENT, L.L.C.
                                  General Partner

                                  By:  /s/ Kevin C. Howe
                                     ------------------------------------------
                                      Name: Kevin C. Howe
                                      Title: Manager





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