SECURITY AGREEMENT - PLEDGE


Date:             June 30, 1997

Debtor:  Regal Oak Properties, Inc.

Debtor's Mailing Address (including county):

         11850 Jones Road, Houston, Harris County, Texas  77070

Secured Party:    EIF Holdings, Inc.

Secured Party's Mailing Address (including county):

         616 FM 1960 West, Suite 630, Houston, Harris County, Texas  77090

Classification of Collateral: Instruments

Collateral (including all accessions):

         100% of the  issued  and  outstanding  shares of common  stock of Kelar
         Controls,  Inc., a corporation formed under the laws of California (the
         "Corporation").

Obligation:

         Note:

                  Date:                     June 30, 1997

                  Amount:                   $2,500,000

                  Maker:                    Regal Oak Properties, Inc.

                  Payee:                    EIF Holdings, Inc.

                  Final Maturity Date:      June 30, 1998

         Other Obligation: NONE

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Debtor's Representation Concerning Location of Collateral:

         Subject to the terms of this agreement,  Debtor grants to Secured Party
a security interest in the Collateral and all its proceeds to secure payment and
performance of Debtor's  obligation in this security  agreement and all renewals
and extensions of any of the obligation.

Debtor's Warranties

         1.       Financing  Statement.  Except for that in favor of Secured 
Party,  no financing  statement  covering the Collateral is filed in any public
 office.
         2. Ownership. Debtor owns the Collateral and has the authority to grant
this security interest.  Ownership is free from any setoff, claim,  restriction,
lien, security interest,  or encumbrance except this security interest and liens
for taxes not yet due.
         3. Financial  Statements.  All  information  about  Debtor's  financial
condition provided to Secured Party was accurate when submitted,  as will be any
information subsequently provided.

Debtor's Covenants

         1. Protection of Collateral.  Debtor will defend the Collateral against
all claims and demands adverse to Secured  Party's  interest in it and will keep
it free from all liens  except those for taxes not yet due and from all security
interests  except  this one.  The  Collateral  will  remain in  Secured  Party's
possession  or  control  at all  times,  except as  otherwise  provided  in this
agreement.  Debtor will maintain the Collateral in good condition and protect it
and the Corporation against misuse, abuse, waste, and deterioration. Debtor will
immediately deliver to Secured Party all Collateral in Debtor's  possession.  If
the  Collateral is hereafter  acquired,  Debtor will deliver it to Secured Party
immediately  following  acquisition.   When  delivered  to  Secured  Party,  all
Collateral  will either be endorsed to Secured  Party's order or  accompanied by
appropriate  executed powers. If the Collateral is instruments not in possession
of Debtor or Secured Party, transfer of a security interest in the Collateral to
Secured  party  will  occur  on  delivery  of a copy  of this  agreement  to the
financial  intermediary  on whose  books  Debtor's  interest  in the  Collateral
appears or to any other person in possession of the Collateral.  Delivery of the
copy of the agreement is also Debtor's  instruction  to deliver to Secured Party
certificates  or  other  evidence  of  the  Collateral  when  available.  If the
Collateral  is  certificated  securities  not in possession of Debtor or Secured
Party,  Debtor will issue appropriate  instructions to register Secured Party as
owner or pledgee of the Collateral,  according to Secured Party's demand. Debtor
agrees to do  everything  required by Secured Party to complete the transfer and
perfection of this security interest.
         2. Secured  Party's  Costs.  Debtor will pay all  expenses  incurred by
Secured Party in obtaining,  preserving,  perfecting,  defending,  and enforcing
this  security  interest or the  Collateral  and in  collecting or enforcing the
Obligation. Expenses for which Debtor is liable include, but are not limited to,
taxes, assessments,  reasonable attorney's fees, and other legal expenses. These
expenses  will bear  interest  from the dates of payments  at the  highest  rate
stated in notes that are part of the  obligation,  and Debtor  will pay  Secured
Party  this  interest  on  demand at a time and place  reasonably  specified  by
Secured  Party.  These  expenses and interest will be part of the obligation and
will be recoverable as such in all respects.
         3. Additional Documents. Debtor will sign any papers that Secured Party
considers necessary to obtain,  maintain,  and perfect this security interest or
to comply with any relevant law.

                                    Page 39
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         4. Notice of Changes.  Debtor will immediately  notify Secured Party of
any material  change in the  Collateral;  change in Debtor's name,  address,  or
location;  change in any matter  warranted  or  represented  in this  agreement;
change that may affect this security interest; and any event of default.
         5.       Sale.  Debtor will not sell,  transfer,  or encumber  any of 
the  Collateral  without the prior  written consent of Secured Party.
         6. Information and Inspection. At the time and in the form specified by
Secured  Party,  Debtor will furnish  Secured  Party any  requested  information
related to the Collateral, which may include financial information regarding the
Corporation  and any and all  information  necessary to identify or value any of
the  Collateral.  Debtor will also allow Secured Party to inspect the Collateral
at any time and  place  and to  inspect  and copy all  records  relating  to the
Collateral and the obligation,  as long as these are accomplished without breach
of the peace.
         7.  Modification of Collateral.  Without the written consent of Secured
Party, Debtor will not agree to any modification of terms in any writing related
to the Collateral.  Further,  Debtor will not permit the Corporation to sell any
material portion of the assets of the Corporation outside of the ordinary course
of the  business  of the  Corporation  without the  express  written  consent of
Secured Party.  Debtor will not cause,  or permit,  the Corporation to issue any
additional  common  stock or any other  form of  security  without  the  express
written consent of Secured Party.
         8. Delivery of Receipts to Secured  Party.  On Secured  Party's  demand
Debtor will deposit all payments received as proceeds of Collateral in a special
bank  account  designated  by  Secured  Party,  who  alone  will  have  power of
withdrawal.  Debtor will deposit the payments on receipt,  in the form received,
and with any  necessary  endorsements  as security for the  obligation.  Secured
Party may make any endorsements in Debtor's name and behalf.  Between  receiving
and depositing these payments,  Debtor will not mingle them with any of Debtor's
other funds or property but will hold them  separate and in an express trust for
Secured Party. Secured Party shall apply these funds against the obligation.
         9.  Records of  Collateral.  Debtor will  maintain  accurate  books and
records covering the Collateral and the Corporation.  Only undisputed and unpaid
amount will be shown as owed to Debtor on the book and any assignment schedule.
         10.  Disposition  of  Collateral.  Debtor  will  not  sell,  lease,  or
otherwise dispose of any Collateral without the prior written consent of Secured
Party.
         11. Possession of Collateral. By delivering a copy of this agreement to
the broker,  seller, or other person in possession of Collateral that is chattel
paper or documents, Secured Party will effectively notify that person of Secured
Party's  interest in the Collateral.  Delivery of the copy of the agreement will
also constitute Debtor's instruction to deliver to Secured Party certificates or
other  evidence  of the  Collateral  as soon  as it is  available.  Debtor  will
immediately  deliver to Secured Party all chattel  paper and documents  that are
Collateral in Debtor's  possession.  If that  Collateral is hereafter  acquired,
Debtor will deliver it to Secured Party  immediately  following  acquisition and
either  endorse it to Secured  Party's order or give Secured  Party  appropriate
executed powers.
         12.  Uncertificated  Securities.  If the  Collateral is  uncertificated
securities,  Secured  Party's  delivery  of a  copy  of  this  agreement  to the
financial  intermediary  on whose books the Debtor's  interest in the Collateral
appears will  effectively  notify the financial  intermediary of Secured Party's
interest in the Collateral and will  constitute  Debtor's  instruction  that the
issuer of the securities  register their pledge to Secured Party.  Debtor agrees
to do  everything  required  by  Secured  Party to  complete  the  transfer  and
perfection of this security interest.

                                    Page 40
<PAGE>

         13. Voting  Rights.  All voting  rights with respect to the  Collateral
shall remain with Debtors until an event of default occurs.  Upon the occurrence
of an event of default,  Secured  Party alone shall have the sole and  exclusive
right of voting and other corporate powers relating to the Collateral.

Rights and Remedies of Secured Party

         Generally.  Secured party may exercise the following rights and 
                     remedies either before or after default:
                  a.       take control of any proceeds of the Collateral;
                  b.       release any Collateral in Secured Party's possession
                           to any debtor, temporarily or otherwise;
                  c.       take  control of any funds  generated by the  
                           Collateral,  such as refunds from and proceeds of
                           insurance,  and  reduce  any  part of the  obligation
                           accordingly  or permit  Debtor  to use such  funds to
                           repair or  replace  damaged or  destroyed  Collateral
                           covered by insurance;
                  d.       demand, collect, convert, redeem, settle, compromise,
                           receipt  for,  realize  on,  adjust,   sue  for,  and
                           foreclose on the Collateral either in Secured Party's
                           or Debtor's name, as Secured Party desires;
                  e.       take control of all proceeds of Collateral or 
                           payments on account of any  Collateral  and apply
                           them against the obligation; and
                  d.       as Debtor's  agent,  endorse any documents  that is 
                           Collateral or that  represents  proceeds of
                           Collateral.

Events of Default

         Each of the following conditions is an event of default:
                  1. if Debtor  defaults in timely payment or performance of any
obligation,  covenant,  or liability in any written agreement between Debtor and
Secured Party or in any other transaction secured by this agreement;
                  2.       if any warranty,  covenant,  or representation  made
to Secured Party by or on behalf of Debtor proves to have been false in any 
material respect when made;
                  3.       if a receiver is appointed for Debtor or any of the 
Collateral;
                  4. if the  Collateral is assigned for the benefit of creditors
or, to the extent  permitted by law, if  bankruptcy  or  insolvency  proceedings
commence  against or by any of these parties:  Debtor;  any partnership of which
Debtor  is a  general  partner;  and  any  maker,  drawer,  acceptor,  endorser,
guarantor,  surety,  accommodation  party,  or other person liable on or for any
part of the obligation;
                  5.       if any financing  statement  regarding the Collateral
but not related to this security interest and not favoring Secured Party is 
filed;
                  6.       if any lien attaches to any of the Collateral;
                  7. if any of the  Collateral  is  lost,  stolen,  damaged,  or
destroyed,  unless it is promptly  replaced  with  Collateral of like quality or
restored to its former condition.




                                    Page 41
<PAGE>


Remedies of Secured Party on Default

         During the existence of any event of default, Secured Party may declare
the unpaid  principal and earned  interest of the obligation  immediately due in
whole or part,  enforce the  obligation,  and  exercise  any rights and remedies
granted by the Texas Uniform Commercial Code or by this agreement, including the
following:
         1.       require Debtor to deliver to Secured Party all books and 
records relating to the Collateral;
         2.       require Debtor to assemble the  Collateral and make it 
available to Secured Party at a place  reasonably convenient to both parties;
         3.       take  possession of any of the  Collateral  and for this 
purpose enter any premises  where it is located if this can be done without 
breach of the peace;
         4. sell, lease, or otherwise dispose of any of the Collateral in accord
with the rights,  remedies, and duties of a secured party under chapters 2 and 9
of the Texas  Uniform  Commercial  Code after giving notice as required by those
chapters;  unless the  Collateral  threatens  to decline  speedily in value,  is
perishable,  or would  typically be sold on a recognized  market,  Secured Party
will give Debtor  reasonable notice of any public sale of the Collateral or of a
time after  which it may be  otherwise  disposed  of without  further  notice to
Debtor; in this event, notice will be deemed reasonable if it is mailed, postage
prepaid,  to Debtor at the address specified in this agreement at least ten days
before any public  sale or ten days before the time when the  Collateral  may be
otherwise disposed of without further notice to Debtor;
         5.       surrender any insurance policies covering the Collateral and 
receive the unearned premium;
         6.       apply any proceeds from  disposition of the Collateral  after
default in the manner specified in chapter
9 of the Texas Uniform  Commercial  Code,  including  payment of Secured Party's
reasonable attorney's fees and court expenses; and
         7.       if disposition of the Collateral leaves the obligation 
unsatisfied, collect the deficiency from Debtor.

General Provisions

         1. Parties Bound.  Secured  Party's  rights under this agreement  shall
inure to the benefit of its  successors  and assigns.  Assignment of any part of
the obligation and delivery by Secured Party of any part of the Collateral  will
fully  discharge  Secured  Party  from  responsibility  for  that  part  of  the
Collateral.  If Debtor is more than one, all their representations,  warranties,
and agreements are joint and several.  Debtor's obligations under this agreement
shall bind Debtor's personal representatives, successors, and assigns.
         2. Waiver.  Neither  delay in exercise  nor partial  exercise of any of
Secured  Party's  remedies  or rights  shall  waive  further  exercise  of those
remedies or rights.  Secured Party's failure to exercise remedies or rights does
not waive  subsequent  exercise  of those  remedies or rights.  Secured  Party's
waiver of any default does not waive further default.  Secured Party's waiver of
any  right in this  agreement  or of any  default  is  binding  only if it is in
writing.
Secured Party may remedy any default without waiving it.

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         3.   Reimbursement.   If  Debtor  fails  to  perform  any  of  Debtor's
obligations,  Secured Party may perform those  obligations  and be reimbursed by
Debtor on demand at the place  where the note is  payable  for any sums so paid,
including attorney's fees and other legal expenses,  plus interest on those sums
from the dates of payment  at the rate  stated in the note for  matured,  unpaid
amounts. The sum to be reimbursed shall be secured by this security agreement.
         4. Interest Rate.  Interest included in the obligation shall not exceed
the maximum amount of nonusurious  interest that may be contracted  for,  taken,
reserved, charged, or received under law; any interest in excess of that maximum
amount shall be credited to the principal of the obligation or, if that has been
paid,  refunded.  On any acceleration or required or permitted prepayment of the
obligation,   any  such  excess  shall  be  canceled  automatically  as  of  the
acceleration or prepayment or, if already paid, credited on the principal amount
of the  obligation,  or if the principal  amount has been paid,  refunded.  This
provision   overrides  other  provisions  in  this  and  all  other  instruments
concerning the  obligation.  5.  Modifications.  No provisions of this agreement
shall be modified or limited except by written agreement.
         6.       Severability.   The   unenforceability   of  any  provision  
of  this  agreement  will  not  affect  the enforceability or validity of any 
other provision.
         7.       After-Acquired  Consumer Goods.  This security  interest shall
attach to  after-acquired  consumer goods only to the extent permitted by law.
         8.       Applicable Law.  This agreement will be construed according to
 Texas laws.
         9.       Place of  Performance.  This  agreement  is to be  performed  
in the county of Secured  Party's  mailing address.
         10.      Financing Statement.  A carbon,  photographic,  or other 
reproduction of this agreement or any financing statement covering the 
Collateral is sufficient as a financing statement.
         11. Presumption of Truth and Validity.  If the Collateral is sold after
default,  recitals in the bill of sale or transfer will be prima facie  evidence
of their truth,  and all  prerequisites  to the sale specified by this agreement
and by the Texas Uniform Commercial Code will be presumed satisfied.
         12.      Singular and Plural.  When the context requires, singular 
nouns and pronouns include the plural.
         13.      Priority of Security  Interest.  This  security  interest  
shall  neither  affect nor be affected by any
other  security  for any of the  obligation.  Neither  extensions  of any of the
obligation  nor  releases of any of the  Collateral  will affect the priority or
validity of this security interest with reference to any third person.
         14. Cumulative Remedies.  Foreclosure of this security interest by suit
does  not  limit  Secured  Party's  remedies,  including  the  right to sell the
Collateral under the terms of this agreement.  All remedies of Secured Party may
be exercised at the same or different times, and no remedy shall be a defense to
any other.  Secured Party's rights and remedies include all those granted by law
or otherwise, in addition to those specified in this agreement.
         15.      Agency.  Debtor's  appointment  of Secured Party as Debtor's
agent is coupled with an interest and will survive any disability of Debtor.


                                    * * * * *

                                    Page 43
<PAGE>


DEBTOR:

REGAL OAK PROPERTIES, INC.

Authorized Agent:


/s/Tyrell Garth
------------------------------



SECURED PARTY:

EIF HOLDINGS, INC.



BY: /s/Frank J. Fradella
    ------------------------------
NAME: Frank J. Fradella
      ----------------------------
TITLE: President
       ---------------------------


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