<PAGE>   1

                               SECURITY AGREEMENT



         THIS SECURITY AGREEMENT ("Agreement") is made as of the 21st day of
October, 1997, by [COMPANY NAME], a Delaware corporation (hereinafter
called "Debtor", whether one or more), in favor of BANK ONE, TEXAS, NATIONAL
ASSOCIATION ("Bank").  Debtor hereby agrees with Bank as follows:

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

                 (a)      The term "Borrower" shall mean Debtor.

                 (b)      The term "Code" shall mean the Uniform Commercial
         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.

                 (c)      The term "Collateral" shall mean all of the property
         set forth below:

                 All present and future accounts (including any right to
                 payment for goods sold or services rendered arising out of the
                 sale or delivery of personal property or work done or labor
                 performed by Debtor), now or hereafter owned, held, or
                 acquired by Debtor, together with any and all books of
                 account, customer lists and other records relating in any way
                 to the foregoing (including, without limitation, computer
                 software, whether on tape, disk, card, strip, cartridge or any
                 other form), and in any case where an account arises from the
                 sale of goods, the interest of Debtor in such goods.

                 The term Collateral, as used herein, shall also include all
         PROCEEDS of all of the foregoing and any property, securities,
         guaranties or monies of Debtor which may at any time come into the
         possession of Secured Party (as hereinafter defined).

                 (d)      The term "Indebtedness" shall mean:  (i) all
         indebtedness, obligations and liabilities of Borrower to Secured Party
         of any kind or character, now existing or hereafter arising, whether
         direct, indirect, related, unrelated, fixed, contingent, liquidated,
         unliquidated, joint, several or joint and several, and regardless of
         whether such indebtedness, obligations and liabilities may, prior to
         their acquisition by Secured Party, be or have been payable to or in
         favor of a third party and subsequently acquired by Secured Party (it
         being contemplated that Secured Party may make such acquisitions from
         third parties), including without limitation all indebtedness,
         obligations and liabilities of Borrower to Secured Party now existing
         or hereafter arising by note, draft, acceptance, guaranty,
         endorsement, letter of credit, assignment, purchase, overdraft,
         discount, indemnity agreement or otherwise, (ii) all accrued but
         unpaid interest on any of the indebtedness described in (i) above,
         (iii) all obligations of Borrower to Secured Party under any documents
         evidencing, securing, governing and/or pertaining to all or any part
         of





                                       1
<PAGE>   2
         the indebtedness described in (i) and (ii) above, (iv) 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), (ii) and (iii) 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 (v) all renewals,
         extensions, modifications and rearrangements of the indebtedness and
         obligations described in (i), (ii), (iii) and (iv) above.

                 (e)      The term "Loan Agreement" shall mean that certain
         Revolving Credit Agreement dated October 21, 1997, by and among
         Secured Party, Debtor, and others.

                 (f)      The term "Loan Documents" shall mean all instruments
         and documents evidencing, securing, governing, guaranteeing and/or
         pertaining to the Indebtedness.

                 (g)      The term "Secured Party" shall mean Bank, its
         successors and assigns, including without limitation, any party to
         whom Bank, or its successors or assigns, may assign its rights and
         interests under this Agreement.

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 grants to Secured Party a continuing security
interest in the Collateral.

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

                 (a)      Loan Agreement.  All of the representations and
         warranties of Debtor as set forth in the Loan Agreement are
         incorporated herein by reference and are ratified, adopted and
         confirmed by Debtor.

                 (b)      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.  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 the first priority of Secured Party's security interest
         hereunder in the Collateral.





                                       2
<PAGE>   3
                 (c)      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 signature page hereof.

                 (d)      Solvency of Debtor.  As of the date hereof, and after
         giving effect to this Agreement and the completion of all other
         transactions contemplated by Debtor at the time of the execution of
         this Agreement, (i) Debtor is and will be solvent, (ii) the fair
         saleable value of Debtor's assets exceeds and will continue to exceed
         Debtor's liabilities (both fixed and contingent), (iii) Debtor is
         paying and will continue to be able to pay its debts as they mature,
         and (iv) Debtor has and will have sufficient capital to carry on
         Debtor's businesses and all businesses in which Debtor is about to
         engage.

                 (e)      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 the rendition by Debtor
         of services and is not subject to contra accounts, setoffs, defenses
         or counterclaims by or available to account debtors obligated on the
         accounts except as disclosed by Debtor to Secured Party from time to
         time in writing.  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 and which have
         been disclosed to Secured Party in writing.

         4.      AFFIRMATIVE COVENANTS.  Debtor will comply with the covenants
contained in this Section 4 at all times during the period of time this
Agreement is effective unless Secured Party shall otherwise consent in writing.

                 (a)      Loan Agreement.  All of the affirmative covenants of
         Debtor as set forth in the Loan Agreement are incorporated herein by
         reference and are hereby ratified, adopted and confirmed by Debtor.

                 (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 reasonably request in order (i) to perfect and
         protect the security interest created or purported to be created
         hereby and the first priority of such security interest, (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 Bank.

                 (c)      Accounts.  Debtor will, except as otherwise provided
         in Subsection 6(e), collect, at Debtor's own expense, all amounts due
         or to become due under each of the accounts.  In connection with such





                                       3
<PAGE>   4
         collections, Debtor may and, at Secured Party's direction following an
         Event of Default or Unmatured Event of Default, will take such action
         not otherwise forbidden by Subsection 5(c) as Debtor or Secured Party
         may deem necessary or advisable to enforce collection or performance
         of each of the accounts.  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.  Debtor also covenants and agrees to take
         any action and/or execute any documents that Secured Party may request
         in order to comply with the Federal Assignment of Claims Act, as
         amended.

         5.      NEGATIVE 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)      Loan Agreement.  All of the negative covenants of
         Debtor as set forth in the Loan Agreement are incorporated herein by
         reference and are hereby ratified, adopted and confirmed by Debtor.

                 (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 the
         Collateral.

                 (c)      Compromise of Collateral.  Debtor will not adjust,
         settle, compromise, amend or modify the Collateral, except an
         adjustment, settlement, compromise, amendment or modification in good
         faith and in the ordinary course of business; provided, however, this
         exception shall automatically terminate upon the occurrence of an
         Event of Default or an Unmatured Event of Default.  Debtor shall
         provide to Secured Party such information concerning (i) any
         adjustment, settlement, compromise, amendment or modification of the
         Collateral, and (ii) any claim asserted by any account debtor for
         credit, allowance, adjustment, dispute, setoff or counterclaim, as
         Secured Party may request from time to time.

                 (d)      Financing Statement Filings.  Debtor recognizes that
         financing statements pertaining to the Collateral have been or may be
         filed where Debtor has its records concerning the 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 records concerning the
         Collateral, or (ii) Debtor's residence or chief executive office, as
         the case may be, to a jurisdiction other than as represented in
         Subsection 3(c) unless Debtor shall have notified Secured Party in
         writing of such change at least ten (10) Business Days (as defined in
         the Loan Agreement) 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 the Loan 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.





                                       4
<PAGE>   5
         6.      RIGHTS OF SECURED PARTY.  Secured Party shall have the rights
contained in this Section 6 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, from
         time to time in Secured Party's discretion, 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 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; (ii) to receive,
         endorse and collect any drafts or other instruments, documents and
         chattel paper in connection with clause (i) above; and (iii) to file
         any claims or take any action or institute any proceedings which
         Secured Party may deem necessary or appropriate for the collection
         and/or preservation of the Collateral or otherwise to enforce the
         rights of Secured Party with respect to the Collateral.

                 (c)      Performance by Secured Party.  If Debtor fails to
         perform any agreement or obligation provided herein, Secured Party may
         itself perform, or cause performance of, such agreement or obligation,
         and the expenses of Secured Party incurred in connection therewith
         shall be a part of the Indebtedness, secured by the Collateral and
         payable by Debtor on demand.

                 (d)      Debtor's Receipt of Proceeds.  Following an Event of
         Default, all amounts and proceeds (including instruments and writings)
         received by Debtor in respect of such accounts shall be received in
         trust for the benefit of Secured Party hereunder and, upon request of
         Secured Party, shall be segregated from other property of Debtor and
         shall be forthwith delivered to Secured Party in the same form as so
         received (with any necessary endorsement) and applied to the
         Indebtedness in such manner as Secured Party deems appropriate in its
         sole discretion.

                 (e)      Notification of Account Debtors.  Secured Party may
         at its discretion from time to time notify any or all obligors under
         any accounts (i) of Secured Party's security interest in such accounts
         and direct such obligors to make payment of all amounts due or to
         become due to Debtor thereunder directly to Secured Party, and (ii) to
         verify the accounts with such obligors.  Secured Party shall have the
         right, at the expense of Debtor, to enforce collection of any such
         accounts and to adjust, settle





                                       5
<PAGE>   6
         or compromise the amount or payment thereof, in the same manner and to
         the same extent as Debtor.

         7.      EVENTS OF DEFAULT.  Each of the following constitutes an
"Event of Default" under this Agreement:

                 (a)      Default Under Loan Agreement.  The occurrence of an
         Event of Default under the Loan Agreement; or

                 (b)      Execution on Collateral.  The Collateral or any
         portion thereof is taken on execution or other process of law in any
         action against Debtor; or

                 (c)      Liquidation and Related Events.  The liquidation,
         dissolution, merger or consolidation of Borrower.

         8.      REMEDIES AND RELATED RIGHTS.  If an Event of Default shall
have occurred, and without limiting any other rights and remedies provided
herein, under any of the other Loan Documents or otherwise available to Secured
Party, 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 in the Loan Agreement:

                               (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 records of the Collateral as directed by
                 Secured Party and make them available for inspection 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 the
                 Collateral 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);

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





                                       6
<PAGE>   7
                              (vi)         apply for the appointment of a
                 receiver for the Collateral, and Debtor hereby consents to any
                 such appointment; and

                             (vii)         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 the
         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 signature page hereof, five (5) 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.

                 (b)      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)         by holding such cash and proceeds as
                 Collateral;

                               (v)         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

                              (vi)         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.





                                       7
<PAGE>   8
                 (c)      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, Borrower shall be liable
         for the deficiency, together with interest thereon as provided in the
         Loan Documents.

                 (d)      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.

                 (e)      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.

         9.      INDEMNITY.  Debtor hereby indemnifies and agrees to hold
harmless Secured Party, and its officers, directors, employees, agents and
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 (whether or not caused by any Indemnified
Person's sole,





                                       8
<PAGE>   9
concurrent or contributory negligence) 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),
except to the limited extent the Claims against an Indemnified Person are
proximately caused by such Indemnified Person's gross negligence or willful
misconduct.  If Debtor or any third party ever alleges such gross negligence or
willful misconduct by any Indemnified Person, the indemnification provided for
in this Section shall nonetheless be paid upon demand, subject to later
adjustment or reimbursement, until such time as a court of competent
jurisdiction enters a final judgment as to the extent and effect of the alleged
gross negligence or willful misconduct.  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.

         10.     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





                                       9
<PAGE>   10
         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.

                 (e)      Costs and Expenses.  Debtor will upon demand pay to
         Secured Party the amount of any and all costs and expenses (including
         without limitation, attorneys' fees and expenses), which Secured Party
         may incur in connection with (i) the transactions which give rise to
         the Loan Documents, (ii) the preparation of this Agreement and the
         perfection and preservation of the security interests granted under
         the Loan Documents, (iii) the administration of the Loan Documents,
         (iv) the custody, preservation, use or operation of, or the sale of,
         collection from, or other realization upon, the Collateral, (v) the
         exercise or enforcement of any of the rights of Secured Party under
         the Loan Documents, or (vi) the failure by Debtor to perform or
         observe any of the provisions hereof.

                 (F)      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.

                 (g)      Venue.  This Agreement has been entered into in the
         county in Texas where Bank'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.

                 (h)      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.

                 (i)      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 Borrower.

                 (j)      Notices.  All notices, requests, demands or other
         communications required or permitted to be given hereunder shall be
         given, and shall be deemed effective, as provided in the Loan
         Agreement.





                                       10
<PAGE>   11
                 (k)      Binding Effect and Assignment.  This Agreement (i)
         creates a continuing security interest in the Collateral, (ii) shall
         be binding on Debtor and the heirs, executors, administrators,
         personal representatives, successors and assigns of Debtor, and (iii)
         shall inure to the benefit of Secured Party and its successors and
         assigns.  Without limiting the generality of the foregoing, Secured
         Party may pledge, assign or otherwise transfer the Indebtedness and
         its rights under this Agreement and any of the other Loan Documents to
         any other party.  Debtor's rights and obligations hereunder may not be
         assigned or otherwise transferred without the prior written consent of
         Secured Party.

                 (l)      Termination.  It is contemplated by the parties
         hereto that from time to time there may be no outstanding
         Indebtedness, but notwithstanding such occurrences, this Agreement
         shall remain valid and shall be in full force and effect as to
         subsequent outstanding Indebtedness.  Upon (i) the satisfaction in
         full of the Indebtedness, (ii) the termination or expiration of any
         commitment of Secured Party to extend credit to Borrower, (iii)
         written request for the termination hereof delivered by Debtor to
         Secured Party, and (iv) written release or termination delivered by
         Secured Party to Debtor, this Agreement and the security interests
         created hereby shall terminate.  Upon termination of this Agreement
         and Debtor's written request, Secured Party will, at Debtor's sole
         cost and expense, return to Debtor such of the Collateral as shall not
         have been sold or otherwise disposed of or applied pursuant to the
         terms hereof and execute and deliver to Debtor such documents as
         Debtor shall reasonably request to evidence such termination.

                 (m)      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.

                 (n)      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.

                 (o)      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.


         EXECUTED as of the date first written above.

Debtor's Address:                          DEBTOR:


50 Briar Hollow Lane, 6th Floor West       [COMPANY NAME]
Houston, Texas 77027





                                       11
<PAGE>   12
                                        By: /s/ RICHARD W. MCNAIRY
                                           -------------------------------
                                                  Richard W. McNairy Vice
                                                  President

Secured Party's Address:


910 Travis                              BANK ONE, TEXAS, N. A.
Houston, Texas 77002
Attention: Energy Lending               By: /s/ LINDA MASERA
                                           ---------------------------
                                                  Linda Masera
                                                  Vice President





                                       12