<PAGE>   1

                                                                   EXHIBIT 10.12

                               SECURITY AGREEMENT


         THIS SECURITY AGREEMENT ("Agreement") is made as of the 25th day of
January, 2000, by MigraTEC, Inc., a Florida corporation ("Debtor"), whose
address is 12801 Stemmons Freeway, Suite 710, Dallas, Texas 75234 in favor of
each of MT Partners, L.P., whose address is 500 Crescent Court, Suite 250,
Dallas, Texas 75201, and Mercury Ventures, Ltd., a Texas limited partnership,
whose address is 17950 Preston Road, suite 800, Dallas, Texas 75252
(collectively with their respective 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 affixed



<PAGE>   2

                  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;



                                       2
<PAGE>   3

                           (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;

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



                                       3
<PAGE>   4

                           (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 those two certain promissory notes dated
         January 25th, 2000, in the aggregate principal amount of $3,750,000.00
         executed by Debtor and payable to the order of Secured Party (the
         "Notes"), (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 and Warrant
         Purchase Agreement dated even date herewith by and between Debtor and
         Secured Party, the Notes and this Agreement.

                  (e) The term "Senior Debt" shall mean all indebtedness of
         Debtor to MJ Capital Partners, L.P. and its affiliates.

                  (f) The term "Senior Lender" means MJ Capital Partners, L.P.
         and its 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 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



                                       4
<PAGE>   5

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 Lender.

                  (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 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



                                       5
<PAGE>   6

         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 party other than Debtor or Senior
         Lender 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



                                       6
<PAGE>   7

         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 Lender.

                  (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.

                  (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



                                       7
<PAGE>   8

         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 Lender from time to time.

                  (g) Accounts and General Intangibles. Debtor will, except as
         otherwise provided in Subsection 7(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 Lender, or (iii) deliver actual or constructive possession of
         any of the Collateral to any party other than Secured Party or Senior
         Lender, 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.

                  (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 Lender or by their bailee.



                                       8
<PAGE>   9

                  (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 Lender, (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 obligations to Senior Lender, 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



                                       9
<PAGE>   10

         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.

         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 Lender 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:



                                       10
<PAGE>   11

                           (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 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.



                                       11
<PAGE>   12

                  (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 each 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

                           (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



                                       12
<PAGE>   13

         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, 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



                                       13
<PAGE>   14

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 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.



                                       14
<PAGE>   15

                  (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 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.



                                       15
<PAGE>   16

                  (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:
                                          --------------------------------------
                                          Curtis Overstreet
                                          President


                                       SECURED PARTY:

                                       MT PARTNERS, L.P.


                                       By: CARDINAL HOLDING CORPORATION
                                           General Partner

                                               By:
                                                  ------------------------------
                                                  Marshall Payne, President

                                       MERCURY FUND NO. 1, LTD.

                                       By: MERCURY VENTURES, LTD.
                                           General Partner

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

                                               By:
                                                  ------------------------------
                                                  Kevin Howe, Manager



                                       17