<PAGE>   1
                                                                    EXHIBIT 10.7

                           SECOND AMENDED AND RESTATED
                          PLEDGE AND SECURITY AGREEMENT

                       (Stock, Bonds and Other Interests)


                                       by


                           QUEEN SAND RESOURCES, INC.,
                             a Delaware corporation


                                   in favor of


                               ABLECO FINANCE LLC,
                              as Collateral Agent,


                             as of October 22, 1999

<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
<S>      <C>                                                                                                    <C>
ARTICLE I Definitions.............................................................................................2

         Section 1.01        Terms Defined in Recitals or in the Credit Agreement.................................2

         Section 1.02        Certain Definitions..................................................................2

ARTICLE II Security Interest......................................................................................3

         Section 2.01        Pledge...............................................................................3

         Section 2.02        Transfer of Collateral...............................................................3

ARTICLE III Representations and Warranties........................................................................4

         Section 3.01        Ownership of Collateral, Encumbrances................................................4

         Section 3.02        No Required Consent..................................................................4

         Section 3.03        Pledged Interests....................................................................4

         Section 3.04        First Priority Security Interest.....................................................4

ARTICLE IV Covenants and Agreements...............................................................................4

         Section 4.01        Sale, Disposition or Encumbrance of Collateral.......................................5

         Section 4.02        Dividends or Distributions...........................................................5

         Section 4.03        Stock Powers.........................................................................5

         Section 4.04        Voting and Other Consensual Rights...................................................5

         Section 4.05        Pledged Interests Percentage.........................................................5

ARTICLE V Rights, Duties and Powers of Secured Party..............................................................5

         Section 5.01        Discharge Encumbrances...............................................................5

         Section 5.02        Transfer of Collateral...............................................................6

         Section 5.03        Cumulative and Other Rights..........................................................6

         Section 5.04        Disclaimer of Certain Duties.........................................................6

         Section 5.05        Modification of Obligations; Other Security..........................................6
</TABLE>


                                       i

<PAGE>   3

<TABLE>
<S>                          <C>                                                                                 <C>
         Section 5.06        Waiver of Notice, Demand and Presentment.............................................7

         Section 5.07        Custody and Preservation of the Collateral...........................................7

ARTICLE VI Events of Default......................................................................................7

         Section 6.01        Events...............................................................................7

         Section 6.02        Remedies.............................................................................7

         Section 6.03        Attorney-in-Fact.....................................................................8

         Section 6.04        Liability for Deficiency.............................................................9

         Section 6.05        Reasonable Notice....................................................................9

         Section 6.06        Pledged Interests....................................................................9

         Section 6.07        Non-Judicial Enforcement............................................................10

         Section 6.08        Private Sale of Collateral..........................................................10

ARTICLE VII Miscellaneous........................................................................................10

         Section 7.01        Notices.............................................................................10

         Section 7.02        Amendments and Waivers..............................................................11

         Section 7.03        Copy as Financing Statement.........................................................11

         Section 7.04        Possession of Collateral............................................................11

         Section 7.05        Redelivery of Collateral............................................................11

         Section 7.06        GOVERNING LAW.......................................................................11

         Section 7.07        Effectiveness.......................................................................11

         Section 7.08        Continuing Security Agreement.......................................................11

         Section 7.09        Termination.........................................................................12

         Section 7.10        Prior Security Agreement............................................................12
</TABLE>

                                       ii


<PAGE>   4

                           SECOND AMENDED AND RESTATED
                          PLEDGE AND SECURITY AGREEMENT

         This Second Amended and Restated Pledge and Security Agreement is made,
as of October 22, 1999, by QUEEN SAND RESOURCES, INC., a Delaware corporation
("Pledgor"), in favor of ABLECO FINANCE LLC, as Collateral Agent for the Lender
Group (together with any successor collateral agent, "Secured Party").

                                    RECITALS

         A. QUEEN SAND RESOURCES, INC., a corporation duly organized and validly
existing under the laws of the state of Nevada ("Borrower"), Pledgor, certain
lenders (the "Prior Lenders") and the Bank of Montreal, as agent (the "Prior
Agent"), are parties to that certain Amended and Restated Credit Agreement dated
as of April 17, 1998, as amended by that certain First Amendment to Amended and
Restated Credit Agreement dated as of July 1, 1998, as further amended by that
certain Second Amendment to Amended and Restated Credit Agreement dated as of
November 10, 1998, as further amended by that certain Third Amendment to Amended
and Restated Credit Agreement dated as of November 13, 1998, as further amended
by that certain Fourth Amendment to Amended and Restated Credit Agreement dated
as of May 14, 1999, and as further amended by that certain Fifth Amendment to
Amended and Restated Credit Agreement dated as of October 13, 1999 (such credit
agreement, as amended, restated, supplemented, or otherwise modified from time
to time prior to the date hereof, the "Prior Credit Agreement").

         B. Pursuant to the terms and conditions of the Prior Credit Agreement,
Pledgor entered into that certain Amended and Restated Security Agreement
(Stocks, Bonds, and Other Securities), dated as of April 17, 1998 (such security
agreement, as amended, restated, supplemented, or otherwise modified from time
to time prior to the date hereof, the "Prior Security Agreement"), in favor of
the Prior Agent, pursuant to which Pledgor granted security interests to the
Prior Agent for the benefit of the Prior Lenders in the collateral therein
described.

         C. Concurrently herewith: (i) pursuant to that certain Assignment and
Acceptance, dated as of the Closing Date, among each of the Prior Lenders and
each of the Lender Group (the "Purchase Agreement"), the Prior Lenders are
assigning and delegating to the Lender Group, and the Lender Group are accepting
and assuming, the rights and duties of the Prior Lenders under the Prior Credit
Agreement and the other "Loan Documents" (as such term is defined in the Prior
Credit Agreement, the "Prior Loan Documents"); (ii) pursuant to the Purchase
Agreement and the Resignation and Appointment Letter, the Prior Agent is
resigning as "Agent" under the Prior Credit Agreement and the other Prior Loan
Documents and Administrative Agent and Collateral Agent are being appointed as
successor "Agents" for the Lender Group under the Prior Credit Agreement and the
other Prior Loan Documents; and (iii) the Prior Credit Agreement is being
amended and restated in its entirety by that certain Amended and Restated Credit
Agreement, dated as of the date hereof (as it may be amended, restated,
supplemented, or otherwise modified from time to time, the "Credit Agreement"),
among Borrower, Pledgor, the financial institutions identified therein as the
"Lenders," Foothill Capital Corporation, a California corporation, as
administrative agent thereunder (in


<PAGE>   5

such capacity, together with its successors, if any, in such capacity,
"Administrative Agent"), and Ableco Finance LLC, as collateral agent thereunder
(in such capacity, together with its successors, if any, in such capacity,
"Collateral Agent"), it being understood that no repayment of the obligations
under the Prior Credit Agreement is being effected thereby, but merely an
amendment and restatement in accordance with the terms thereof.

         D. Pursuant to the Credit Agreement and as one of the conditions
thereof, Pledgor and the Lender Group have agreed to amend and restate the Prior
Security Agreement in its entirety as provided in this Security Agreement, it
being understood that no satisfaction of the "Obligations" (as such term is
defined in the Prior Security Agreement) under the Prior Security Agreement is
being effected hereby, but merely an amendment and restatement in accordance
with the terms hereof.

         E. NOW, THEREFORE, (i) in order to comply with the terms and conditions
of the Credit Agreement, (ii) to induce the Lender Group to enter into the terms
of the Credit Agreement, and (iii) for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Pledgor hereby
agrees as follows:



                                   ARTICLE I
                                  DEFINITIONS

         SECTION 1.01 TERMS DEFINED IN RECITALS OR IN THE CREDIT AGREEMENT. As
used in this Security Agreement, the terms defined in the Recitals shall have
the meanings respectively assigned to them. Other capitalized terms which are
defined in the Credit Agreement but which are not defined herein shall have the
same meanings as defined in the Credit Agreement.

         SECTION 1.02 CERTAIN DEFINITIONS. As used in this Security Agreement,
the following terms shall have the following meanings, unless the context
otherwise requires:

         "Code" shall mean the Uniform Commercial Code as presently in effect in
the State of New York. Unless otherwise indicated by the context herein, all
uncapitalized terms which are defined in the Code shall have their respective
meanings as used in Articles 8 and 9 of the Code.

         "Collateral" shall mean any and all of the following types or items of
property:

         (a) the Interests described or referred to in Exhibit A attached hereto
and made a part hereof; and

         (b) (i) the certificates or instruments, if any, representing such
Interests, (ii) all dividends (cash, stock or otherwise), cash, instruments,
rights to subscribe, purchase or sell and all other rights and property from
time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such Interests, (iii) all replacements, additions to
and substitutions for any of the property referred to in this definition,
including, without limitation, claims against third parties, (iv) the proceeds,
interest, profits and other income of or on any of the property referred to in
this definition and (v) all books and records relating to any of the property
referred to in this definition.


                                       2
<PAGE>   6

         (c) additional Interests or other Property may from time to time be
pledged, assigned or granted to Secured Party as additional security for the
Obligations and the term "Collateral" as used herein shall be deemed for all
purposes to include all such additional Interests and Property, together with
all other Property of the types described above related thereto.

         "Interests" means all shares, units, options, warrants, interests,
securities, participations, or other equivalents (regardless of how designated)
of or in a corporation, partnership, limited liability company, or equivalent
entity, whether voting or nonvoting, including general partner partnership
interests, limited partner partnership interests, common stock, preferred stock,
or any other "equity security" (as such term is defined in Rule 3a11-1 of the
General Rules and Regulations promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended).

         "Lender Group" means, individually and collectively, each of the
Lenders, Administrative Agent, and Collateral Agent.

         "Obligations" shall mean (a) the payment and performance of all present
and future Indebtedness, obligations and liabilities of Borrower or the Pledgor
to Secured Party and the Lender Group under the Credit Agreement and the other
Loan Documents; (b) all obligations of the Pledgor under this Security Agreement
and the other Loan Documents; and (c) all interest (whether pre or post
petition), charges, expenses, reasonable attorneys' or other fees and any other
sums payable to or incurred by the Lender Group in connection with the execution
or enforcement of any of their rights and remedies hereunder or any other Loan
Document.

         "Pledged Interests" shall mean all of the Interests and other property
(whether or not the same constitutes a "security" under the Code) referred to in
the definition of "Collateral" and all additional securities (as that term is
defined in the Code), if any, constituting Collateral under this Security
Agreement.

         "Security Agreement" shall mean this Second Amended and Restated Pledge
and Security Agreement, as the same may from time to time be amended or
supplemented.

                                   ARTICLE II
                                SECURITY INTEREST

         SECTION 2.01 PLEDGE. Pledgor hereby pledges, assigns, and grants a
security interest in and right of set-off against all of Pledgor's right, title,
and interest in and to the Collateral to and in favor of Secured Party, for the
benefit of the Lender Group, to secure the prompt payment and performance of the
Obligations.

         SECTION 2.02 TRANSFER OF COLLATERAL. All certificates or instruments
representing or evidencing the Pledged Interests shall be delivered to and held
pursuant hereto by Secured Party or a Person designated by Secured Party and
shall be in suitable form for transfer by delivery, or shall be accompanied by
duly executed instruments of transfer or assignment in blank, and accompanied by
any required transfer tax stamps to effect the pledge of the Pledged Interests
to Secured Party. Notwithstanding the preceding sentence, at Secured Party's
discretion, all Pledged Interests must be delivered or transferred in such
manner as to permit Secured Party to


                                       3
<PAGE>   7

be a "protected purchaser" to the extent of its security interest as provided in
Section 8-303 of the Code (if Secured Party otherwise qualifies as a protected
purchaser). During the continuance of an Event of Default, Secured Party shall
have the right, at any time in its discretion and without notice to Pledgor, to
transfer to or to register in the name of Secured Party or any of its nominees
any or all of the Pledged Interests, subject only to the revocable rights
specified in Section 6.06. In addition, during the continuance of an Event of
Default, Secured Party shall have the right at any time to exchange certificates
or instruments representing or evidencing Pledged Interests for certificates or
instruments of smaller or larger denominations.

                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

         In order to induce Secured Party to accept this Security Agreement on
behalf of the Lender Group, Pledgor represents and warrants to Secured Party
(which representations and warranties will survive the creation and payment of
the Obligations) that:

         SECTION 3.01 OWNERSHIP OF COLLATERAL, ENCUMBRANCES. Pledgor is the
legal and beneficial owner of the Collateral free and clear of any adverse
claim, lien, security interest, option or other charge or encumbrance except for
the security interest created by this Security Agreement. Pledgor has full
right, power and authority to pledge, assign and grant a security interest in
the Collateral to Secured Party.

         SECTION 3.02 NO REQUIRED CONSENT. No authorization, consent, approval
or other action by, and no notice to or filing with, any Person (other than the
filing of any financing statements required to be filed under the Code) is
required for (a) the due execution, delivery and performance by Pledgor of this
Security Agreement, (b) the grant by Pledgor of the security interest granted by
this Security Agreement, (c) the perfection of such security interest or (d) the
exercise by Secured Party of its rights and remedies under this Security
Agreement, including the transfer of the Collateral upon foreclosure.

         SECTION 3.03 PLEDGED INTERESTS. The Pledged Interests have been duly
authorized and validly issued, and are fully paid and non-assessable. The
Pledged Interests constitute 100% of the capital stock of the issuer thereof
outstanding together with the number of shares subject to issuance pursuant to
any warrants, options or other stock rights.

         SECTION 3.04 FIRST PRIORITY SECURITY INTEREST. The pledge of Pledged
Interests pursuant to this Security Agreement creates a valid and perfected
first priority security interest in the Collateral, enforceable against Pledgor
and all third parties and securing payment of the Obligations.

                                   ARTICLE IV
                            COVENANTS AND AGREEMENTS

         Pledgor will at all times comply with the covenants and agreements
contained in this Article IV, from the date hereof and for so long as any part
of the Obligations are outstanding.


                                       4
<PAGE>   8

         SECTION 4.01 SALE, DISPOSITION OR ENCUMBRANCE OF COLLATERAL. Pledgor
will not in any way encumber any of the Collateral (or permit or suffer any of
the Collateral to be encumbered) or sell, pledge, assign, lend or otherwise
dispose of or transfer any of the Collateral to or in favor of any Person other
than Secured Party.

         SECTION 4.02 DIVIDENDS OR DISTRIBUTIONS. So long as no Event of Default
shall have occurred and be continuing: Pledgor shall be entitled to receive and
retain any and all dividends and interest paid in respect of the Collateral,
provided, however, that any and all (a) dividends and interest paid or payable
other than in cash in respect of, and instruments and other property received,
receivable or otherwise distributed in respect of, or in exchange for
(including, without limitation, any certificate or share purchased or exchanged
in connection with a tender offer or merger agreement), any Collateral, (b)
dividends and other distributions paid or payable in cash in respect of any
Collateral in connection with a partial or total liquidation or dissolution or
in connection with a reduction of capital, capital surplus or paid-in surplus,
or reclassification, and (e) cash paid, payable or otherwise distributed in
respect of principal of, or in redemption of, or in exchange for, any
Collateral, shall be, and shall be forthwith delivered to Secured Party to hold
as, Collateral and shall, if received by Pledgor, be received in trust for the
benefit of Secured Party, be segregated from the other property or funds of
Pledgor, and be forthwith delivered to Secured Party as Collateral in the same
form as so received (with any necessary indorsement).

         SECTION 4.03 STOCK POWERS. Pledgor shall furnish to Secured Party such
stock powers and other instruments as may be required by Secured Party to assure
the transferability of the Collateral when and as often as may be reasonably
requested by Secured Party.

         SECTION 4.04 VOTING AND OTHER CONSENSUAL RIGHTS. Except to the extent
otherwise provided in subsection 6.06(d), Pledgor shall be entitled to exercise
any and all voting and other consensual rights pertaining to the Collateral or
any part thereof for any purpose not inconsistent with the terms of this
Security Agreement; provided however, that Pledgor shall not exercise or refrain
from exercising any such right if such action would have a Material Adverse
Effect.

         SECTION 4.05 PLEDGED INTERESTS PERCENTAGE. The Pledged Interests will
at all times constitute not less than 100% of the capital stock of the issuer
thereof outstanding, together with the number of shares subject to issuance
pursuant to any warrants, options or other stock rights. Pledgor will not permit
any issuer of any of the Pledged Interests to issue any new shares of any class
of capital stock of such issuer without the prior written consent of Secured
Party.

                                   ARTICLE V
                   RIGHTS, DUTIES AND POWERS OF SECURED PARTY

         The following rights, duties and powers of Secured Party are applicable
irrespective of whether an Event of Default occurs and is continuing:

         SECTION 5.01 DISCHARGE ENCUMBRANCES. Secured Party may, at its option,
discharge any taxes or Liens at any time levied or placed on the Collateral and
not paid by the Pledgor when due, except for those items being contested in good
faith, by appropriate proceedings, diligently pursued and for which adequate
reserves have been provided in accordance with


                                       5
<PAGE>   9

GAAP. Pledgor agrees to reimburse Secured Party upon demand for any payment so
made, plus interest thereon from the date of Secured Party's demand at the
Post-Default Rate.

         SECTION 5.02 TRANSFER OF COLLATERAL. To the extent permitted and in the
manner required by the Credit Agreement, Secured Party may transfer any or all
of the Obligations, and upon any such transfer Secured Party may transfer its
interest in any or all of the Collateral and shall be fully discharged
thereafter from all liability therefor. Any transferee of the Collateral shall
be vested with all rights, powers and remedies of Secured Party hereunder.

         SECTION 5.03 CUMULATIVE AND OTHER RIGHTS. The rights, powers and
remedies of Secured Party hereunder are in addition to all rights, powers and
remedies given by law or in equity. The exercise by Secured Party of any one or
more of the rights, powers and remedies herein shall not be construed as a
waiver of any other rights, powers and remedies, including, without limitation,
any other rights of set-off. If any of the Obligations are given in renewal,
extension for any period or rearrangement, or applied toward the payment of debt
secured by any lien, Secured Party shall be, and is hereby, subrogated to all
the rights, titles, interests and liens securing the debt so renewed, extended,
rearranged or paid.

         SECTION 5.04 DISCLAIMER OF CERTAIN DUTIES.

         (a) The powers conferred upon Secured Party by this Security Agreement
are to protect its interest in the Collateral and shall not impose any duty upon
Secured Party or the Lender Group to exercise any such powers. Pledgor hereby
agrees that Secured Party shall not be liable for, nor shall the indebtedness
evidenced by the Obligations be diminished by, Secured Party's delay or failure
to collect upon, foreclose, sell, take possession of or otherwise obtain value
for the Collateral (other than for acts or omissions that constitute gross
negligence or willful misconduct).

         (b) To the fullest extent permitted by applicable law, Secured Party
shall be under no duty whatsoever to make or give any presentment, notice of
dishonor, protest, demand for performance, notice of non-performance, notice of
intent to accelerate, notice of acceleration, or other notice or demand in
connection with any Collateral or the Obligations, or to take any steps
necessary to preserve any rights against any Guarantor or other Person. Pledgor
waives any right of marshaling in respect of any and all Collateral, and waives
any right to require Secured Party or the Lender Group to proceed against any
Guarantor or other Person, exhaust any Collateral or enforce any other remedy
which Secured Party or the Lender Group now has or may hereafter have against
the Pledgor, any Guarantor or other Person.

         SECTION 5.05 MODIFICATION OF OBLIGATIONS; OTHER SECURITY. Pledgor
waives: (a) any and all notice of acceptance, creation, modification,
rearrangement, renewal or extension for any period of any instrument executed by
the Pledgor, any Guarantor or any other Person in connection with the
Obligations and (b) any defense of the Pledgor, any Guarantor or any such Person
by reason of disability, lack of authorization, cessation of the liability of
the Pledgor, any Guarantor or any such Person or for any other reason. Pledgor
authorizes Secured Party, without notice or demand and without any reservation
of rights against Pledgor and without affecting Pledgor's liability hereunder or
on the Obligations, from time to time to (i) take and hold other property, other
than the Collateral, as security for the Obligations, and exchange, enforce,
waive


                                       6
<PAGE>   10

and release any or all of the Collateral, (ii) apply the Collateral in the
manner permitted by this Security Agreement and (iii) renew, extend for any
period, accelerate, amend or modify, supplement, enforce, compromise, settle,
waive or release the obligations of the Pledgor, any Guarantor or any other
Person or any instrument or Agreement of such other Person with respect to any
or all of the Obligations or Collateral.

         SECTION 5.06 WAIVER OF NOTICE, DEMAND AND PRESENTMENT. Except as may be
expressly required in the Credit Agreement, this Security Agreement or the Code,
Pledgor hereby waives any demand, notice of default, notice of acceleration of
the maturity of the Obligations, notice of intention to accelerate the maturity
of the Obligations, presentment, protest and notice of dishonor as to any action
taken by Secured Party or the Lender Group in connection with this Security
Agreement, or any instrument or document.

         SECTION 5.07 CUSTODY AND PRESERVATION OF THE COLLATERAL. Secured Party
shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which comparable secured parties accord
comparable collateral, it being understood and agreed, however, that neither
Secured Party nor the Lender Group shall have responsibility for (a)
ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relative to any Collateral, whether or not
such Person has or is deemed to have knowledge of such matters, or (b) taking
any necessary steps to preserve rights against Persons or entities with respect
to any Collateral.

                                   ARTICLE VI
                               EVENTS OF DEFAULT

         SECTION 6.01 EVENTS. The occurrence of any Event of Default under the
Credit Agreement shall constitute an Event of Default under this Security
Agreement.

         SECTION 6.02 REMEDIES. During the continuance of any Event of Default,
Secured Party may take any or all of the following actions without notice
(except where expressly required below or in the Credit Agreement) or demand to
Pledgor:

         (a) Sell, in one or more sales and in one or more parcels, or otherwise
dispose of any or all of the Collateral in any commercially reasonable manner as
Secured Party may elect, in a public or private transaction, at any location as
deemed reasonable by Secured Party either for cash or credit or for future
delivery at such price as Secured Party may deem fair, and (unless prohibited by
the Code, as adopted in any applicable jurisdiction) Secured Party on behalf of
the Lender Group may be the purchaser of any or all Collateral so sold and may
apply upon the purchase price therefor any Obligations secured hereby. Any such
sale or transfer by Secured Party either to itself or to any other Person shall
be absolutely free from any claim of right by Pledgor, including any equity or
right of redemption, stay or appraisal which Pledgor has or may have under any
rule of law, regulation or statute now existing or hereafter adopted. Upon any
such sale or transfer, Secured Party shall have the right to deliver, assign and
transfer to the purchaser or transferee thereof the Collateral so sold or
transferred. If Secured Party deems it advisable to do so, it may restrict the
bidders or purchasers of any such sale or transfer to Persons or entities who
will represent and agree that they are purchasing the Collateral for their own


                                       7
<PAGE>   11

account and not with the view to the distribution or resale of any of the
Collateral. Secured Party may, at its discretion, provide for a public sale, and
any such public sale shall be held at such time or times within ordinary
business hours and at such place or places as Secured Party may fix in the
notice of such sale. Secured Party shall not be obligated to make any sale
pursuant to any such notice. Secured Party may, without notice or publication,
adjourn any public or private sale by announcement at any time and place fixed
for such sale, and such sale may be made at any time or place to which the same
may be so adjourned. In the event any sale or transfer hereunder is not
completed or is defective in the opinion of Secured Party, such sale or transfer
shall not exhaust the rights of Secured Party hereunder, and Secured Party shall
have the right to cause one or more subsequent sales or transfers to be made
hereunder. If only part of the Collateral is sold or transferred such that the
Obligations remain outstanding (in whole or in part), Secured Party's rights and
remedies hereunder shall not be exhausted, waived or modified, and Secured Party
is specifically empowered to make one or more successive sales or transfers
until all the Collateral shall be sold or transferred and all the Obligations
are paid. In the event that Secured Party elects not to sell the Collateral,
Secured Party retains its rights to dispose of or utilize the Collateral or any
part or parts thereof in any manner authorized or permitted by law or in equity,
and to apply the proceeds of the same towards payment of the Obligations. Each
and every method of disposition of the Collateral described in this Section
6.02(a) or in Section 6.02(d) shall constitute disposition in a commercially
reasonable manner.

         (b) Apply proceeds of the disposition of the Collateral to the
Obligations in any manner elected by Secured Party and permitted by the Credit
Agreement, the Code or otherwise permitted by law or in equity. Such application
may include, without limitation, the reasonable attorneys' fees and legal
expenses incurred by Secured Party and the Lender Group.

         (c) Appoint any Person as agent to perform any act or acts necessary or
incident to any sale or transfer by Secured Party of the Collateral.

         (d) Apply and set-off (i) any deposits of Pledgor now or hereafter held
by Secured Party or the Lender Group; (ii) all claims of Pledgor against Secured
Party or the Lender Group, now or hereafter existing; (iii) any other property,
rights or interests of Pledgor which comes into the possession or custody or
under the control of Secured Party or the Lender Group; and (iv) the proceeds of
any of the foregoing as if the same were included in the Collateral. Secured
Party agrees to use reasonable efforts to notify Pledgor promptly after any such
set-off or application (or after learning thereof in the case of such action by
the Lender Group); provided, however, the failure of Secured Party to give any
notice shall not affect the validity of such set-off or application.

         (e) Execute, assign and endorse negotiable and other instruments for
the payment of money, documents of title or other evidences of payment, shipment
or storage for any form of Collateral on behalf of and in the name of Pledgor.

         (f) Exercise all other rights and remedies permitted by law or in
equity.

         SECTION 6.03 ATTORNEY-IN-FACT. Pledgor hereby irrevocably appoints
Secured Party as Pledgor's attorney-in-fact, with full authority in the place
and stead of Pledgor and in the name of Pledgor or otherwise, from time to time
in Secured Party's discretion during the continuance of


                                       8
<PAGE>   12

an Event of Default, but at Pledgor's cost and expense and without notice to
Pledgor, to take any action and to execute any assignment, certificate,
financing statement, stock power, notification, document or instrument which
Secured Party may deem necessary or advisable to accomplish the purposes of this
Security Agreement, including, without limitation, to receive, endorse and
collect all instruments made payable to Pledgor representing any dividend,
interest payment or other distribution in respect of the Collateral or any part
thereof and to give full discharge for the same.

         SECTION 6.04 LIABILITY FOR DEFICIENCY. If any sale or other disposition
of Collateral by Secured Party or any other action of Secured Party or any the
Lender Group hereunder or under any other Loan Document results in reduction of
the Obligations, such action will not release Pledgor from its liability to
Secured Party and the Lender Group for any unpaid Obligations, including costs,
charges and expenses incurred in the liquidation of Collateral, together with
interest thereon, and the same shall be immediately due and payable to
Administrative Agent for the benefit of the Lender Group.

         SECTION 6.05 REASONABLE NOTICE. If any applicable provision of any law
requires Secured Party or the Lender Group to give reasonable notice of any sale
or disposition or other action, Pledgor hereby agrees that 10 days' prior
written notice shall constitute reasonable notice thereof. Such notice, in the
case of public sale, shall state the time and place fixed for such sale and, in
the case of private sale, the time after which such sale is to be made.

         SECTION 6.06 PLEDGED INTERESTS. During the continuance of an Event of
Default:

         (a) All rights of Pledgor to receive the dividends and interest
payments which it would otherwise be authorized to receive and retain pursuant
to Section 4.02 shall cease, and all such rights shall thereupon become vested
in Secured Party who shall thereupon have the sole right to receive and hold as
Collateral such dividends and interest payments, but Secured Party shall have no
duty to receive and hold such dividends and interest payments and shall not be
responsible for any failure to do so or delay in so doing.

         (b) All dividends and interest payments which are received by Pledgor
contrary to the provisions of this Section 6.06 shall be received in trust for
the benefit of Secured Party (on behalf of the Lender Group), shall be
segregated from other funds of Pledgor and shall be forthwith paid over to
Secured Party as Collateral in the same form as so received (with any necessary
indorsement).

         (c) Secured Party may exercise any and all rights of conversion,
exchange, subscription or any other rights, privileges or options pertaining to
any of the Pledged Interests as if it were the absolute owner thereof,
including, without limitation, the right to exchange at its discretion, any and
all of the Pledged Interests upon the merger, consolidation, reorganization,
recapitalization or other readjustment of any issuer of such Pledged Interests
or upon the exercise by any such issuer or Secured Party of any right, privilege
or option pertaining to any of the Pledged Interests, and in connection
therewith, to deposit and deliver any and all of the Pledged Interests with any
committee, depository, transfer agent, registrar or other designated agency upon
such terms and conditions as it may determine, all without liability except to
account for property actually received by it, but Secured Party shall have no
duty to exercise any of the


                                       9
<PAGE>   13

aforesaid rights, privileges or options and shall not be responsible for any
failure to do so or delay in so doing.

         (d) If the issuer of any Pledged Interests is the subject of
bankruptcy, insolvency, receivership, custodianship or other proceedings under
the supervision of any Governmental Authority, then all rights of Pledgor to
exercise the voting and other consensual rights which Pledgor would otherwise be
entitled to exercise pursuant to Section 4.04 with respect to the Pledged
Interests issued by such issuer shall cease, and all such rights shall thereupon
become vested in Secured Party who shall thereupon have the sole right to
exercise such voting and other consensual rights, but Secured Party shall have
no duty to exercise any such voting or other consensual rights and shall not be
responsible for any failure to do so or delay in so doing.

         SECTION 6.07 NON-JUDICIAL ENFORCEMENT. Secured Party may enforce its
rights hereunder without prior judicial process or judicial hearing, and to the
extent permitted by law, Pledgor expressly waives any and all legal rights which
might otherwise require Secured Party to enforce its rights by judicial process.

         SECTION 6.08 PRIVATE SALE OF COLLATERAL. Pledgor recognizes that
Secured Party may deem it impracticable to effect a public sale of all or any
part of the Collateral and that Secured Party may, therefore, determine to make
one or more private sales of any such Collateral to a restricted group of
purchasers who will be obligated to agree, among other things, to acquire such
Collateral for their own account, for investment and not with a view to the
distribution or resale thereof. Pledgor acknowledges that any such private sale
may be at prices and on terms less favorable to the seller than the prices and
other terms which might have been obtained at a public sale and, notwithstanding
the foregoing, agrees that such private sale shall be deemed to have been made
in a commercially reasonably manner and that Secured Party shall have no
obligation to delay sale of any such Interests for the period of time necessary
to permit Pledgor to register such Collateral for public sale under the
Securities Act of 1933, as amended (the "Securities Act"). Pledgor further
acknowledges and agrees that any offer to sell such Collateral which has been
(i) publicly advertised on a bona fide basis in a newspaper or other publication
of general circulation in the financial community of New York, New York and
Dallas, Texas (to the extent that such an offer may be so advertised without
prior registration under the Securities Act), or (ii) made privately in the
manner described above to not less than fifteen (15) bona fide offerees shall be
deemed to involve a "Public sale" for the purposes of Section 9-504(c) of the
Code (or any successor or similar, applicable statutory provision) as then in
effect in the State of New York, notwithstanding that such sale may not
constitute a "public offering" under the Securities Act and that Secured Party
on behalf of the Lender Group may, in such event, bid for the purchase of such
Collateral.

                                  ARTICLE VII
                                  MISCELLANEOUS

         SECTION 7.01 NOTICES. Any notice required or permitted to be given
under or in connection with this Security Agreement shall be in writing and
shall be given as provided in the Credit Agreement at the address set forth
therein.


                                       10
<PAGE>   14

         SECTION 7.02 AMENDMENTS AND WAIVERS. The acceptance of partial or
delinquent payments by the Lender Group or any forbearance, failure or delay by
them in exercising any right, power or remedy under any Loan Document shall not
be deemed a waiver of any obligation of Pledgor or of any of Secured Party's or
the Lender Group's rights, powers or remedies; and no partial exercise of any
right, power or remedy shall preclude any other or further exercise thereof. The
Lender Group may remedy any Event of Default hereunder or in connection with the
Obligations without waiving the Event of Default so remedied. Pledgor hereby
agrees that if the Lender Group agrees to a waiver of any provision hereunder,
or an exchange of or release of the Collateral, or the addition or release of
any other Person, any such action shall not constitute a waiver of any of
Secured Party's other rights or of Pledgor's obligations hereunder. This
Agreement may be amended only by an instrument in writing as set forth in
Section 12.04 of the Credit Agreement.

         SECTION 7.03 COPY AS FINANCING STATEMENT. A photocopy or other
reproduction of this Security Agreement may be delivered by Pledgor or Secured
Party to any financial intermediary or other third party for the purpose of
transferring or perfecting any or all of the Pledged Interests to Secured Party
or its designee or assignee.

         SECTION 7.04 POSSESSION OF COLLATERAL. Secured Party shall be deemed to
have possession of any Collateral in transit to it or set apart for it (or, in
either case, any of its agents, affiliates or correspondents).

         SECTION 7.05 REDELIVERY OF COLLATERAL. If any sale or transfer of
Collateral by Secured Party results in full satisfaction of the Obligations, and
after such sale or transfer and discharge there remains a surplus of proceeds,
Secured Party will deliver to Pledgor such excess proceeds in a commercially
reasonable time; provided, however, that neither Secured Party nor the Lender
Group shall have any liability for any interest, cost or expense in connection
with any reasonable delay in delivering such proceeds to Pledgor.

         SECTION 7.06 GOVERNING LAW. THIS SECURITY AGREEMENT (INCLUDING, BUT NOT
LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         SECTION 7.07 EFFECTIVENESS. This Security Agreement becomes effective
upon the execution hereof by Pledgor and delivery of the same to Secured Party;
and it is not necessary for Secured Party or the Lender Group to execute any
acceptance hereof or otherwise signify or express its acceptance hereof.

         SECTION 7.08 CONTINUING SECURITY AGREEMENT.

         (a) Except as may be expressly applicable pursuant to Section 9-505 of
the Code, no action taken or omission to act by Secured Party or the Lender
Group hereunder, including, without limitation, any exercise of voting or
consensual rights pursuant to Section 4.04 or any other action taken or inaction
pursuant to Section 6.02, shall be deemed to constitute a retention of the
Collateral in satisfaction of the Obligations or otherwise to be in full
satisfaction of the Obligations, and the Obligations shall remain in full force
and effect, until Secured Party and the


                                       11
<PAGE>   15

Lender Group shall have applied payments (including, without limitation,
collections from Collateral) towards the Obligations in the full amount then
outstanding or until such subsequent time as is hereinafter provided in Section
7.09.

         (b) To the extent that any payments on the Obligations or proceeds of
the Collateral are subsequently invalidated, declared to be fraudulent or
preferential, set aside or required to be repaid to a trustee, debtor in
possession, receiver or other Person under any bankruptcy law, common law or
equitable cause, then to such extent the Obligations so satisfied shall be
revived and continue as if such payment or proceeds had not been received by
Secured Party or the Lender Group; and their respective security interests,
rights, powers and remedies hereunder and under the other Loan Documents shall
continue in full force and effect. In such event, this Security Agreement shall
be automatically reinstated if it shall theretofore have been terminated
pursuant to Section 7.09.

         SECTION 7.09 TERMINATION. The grant of a security interest hereunder
and all of rights, powers and remedies in connection herewith shall remain in
full force and effect until Secured Party has (a) retransferred and delivered
all Collateral in its possession to Pledgor, (b) executed a registration of
release with respect to all Pledged Interests, if any, as to which Secured Party
held a registered pledge; and (c) executed a written release or termination
statement and reassigned to Pledgor without recourse or warranty any remaining
Collateral and all rights conveyed hereby. Upon the complete payment of the
Obligations and the compliance by Pledgor with all covenants and agreements
hereof, Secured Party, at the written request and expense of Pledgor, will
release, reassign and transfer the Collateral to Pledgor and declare this
Security Agreement to be of no further force or effect. Notwithstanding the
foregoing, the provisions of subsection 7.08(b) shall survive the termination of
this Security Agreement unless such provisions are specifically terminated by a
written release thereof.

         SECTION 7.10 PRIOR SECURITY AGREEMENT. This Security Agreement
supersedes and replaces the Prior Security Agreement.


                                       12
<PAGE>   16

PLEDGOR:                              QUEEN SAND RESOURCES, INC.,
                                      a Delaware corporation


                                      By:
                                               ---------------------------------
                                               Robert P. Lindsay
                                               Chief Operating Officer


                                      By:
                                               ---------------------------------
                                               Ronald I. Benn
                                               Chief Financial Officer


                                      S-1

<PAGE>   17


                                    EXHIBIT A

                                PLEDGED INTERESTS

Queen Sands Resources, Inc., a Nevada corporation

         Three hundred twenty six thousand two hundred and thirteen (326,213)
         shares of the capital stock, par value $0.01 per share, of Queen Sands
         Resources, Inc., a Nevada corporation, standing in the name of the
         Pledgor and being evidenced by Certificate No. 4.