<PAGE>   1
                                                          EXHIBIT 10.2



                            STOCK PLEDGE AGREEMENT

                                July 31, 1997


         The Enstar Group, Inc. ("Pledgor") and First Union National Bank
("Bank"), agree as follows:

         1.       DEFINITIONS. Whenever the following terms are used herein, 
they shall be defined as follows:

                  "Agreement" or "this Agreement" shall mean and include all
amendments, modifications and supplements hereto and shall refer to this
Agreement as the same may be in effect at the time such reference becomes
operative.

                  "Broker" means First Union Brokerage Services, Inc., its
successors and assigns.

                  "Company" shall mean First Union Corporation, a North Carolina
corporation.

                  "Collateral" shall mean and include all of the Collateral
Account, all of the Pledged Securities (whether held in or credited to the
Collateral Account or otherwise), together with all proceeds thereof and all
cash, additional securities, all amounts (in whatever form) on deposit or
credited to the Collateral Account, and other property at any time and from time
to time receivable or otherwise distributed in respect of or in exchange for any
or all of such Pledged Securities.

                  "Collateral Account" shall mean the brokerage account number 5
GA-6713111 established by Pledgor with the Broker.

                  "Collateral Value" shall mean, as of any date of
determination, the value of the Collateral Account plus the Per Share Price
multiplied by the number of shares of Pledged Securities not held in or credited
to the Collateral Account in which Bank has a perfected first priority security
interest hereunder.

                  "Commission" shall mean the Securities and Exchange
Commission, or any other Federal agency then administering the Securities Act.

                  "Event of Default" shall mean any of the events listed in
Section 5(a) of this Agreement.






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                  "Financing Agreements" shall mean this Agreement, the Note and
the other documents, agreements and certificates executed or delivered in
connection herewith.

                  "Note" shall mean the revolving credit note, dated of even
date herewith, from Pledgor to Bank in the original principal amount of
$5,000,000, as amended, modified, supplemented, restated or renewed from time to
time.

                  "Per Share Price" shall mean as of any date of determination
(i) the per share closing price of the Company's common stock as of the close of
trading on the national stock exchange on which such stock is then traded on the
business day immediately preceding such determination date or (ii) if such stock
is not so listed for trading on such a national stock exchange, the per share
price of the Company's common stock as determined by Bank in its reasonable
discretion.

                  "Permitted Liens" shall mean those liens and encumbrances (a)
for taxes not yet due or being properly contested; (b) resulting from deposits
made in the ordinary course of Pledgor's business in connection with workman's
compensation, unemployment insurance, social security and other like laws, but
only if the payment thereof is not at the time required or such claims are being
properly contested; and (c) from attachments, judgments and other similar
non-tax liens arising in connection with court proceedings, but only if and for
so long as the execution or other enforcement of such liens is and continues to
be effectively stayed and bonded on appeal in a manner satisfactory to Bank for
the full amount thereof and the validity and amount of the claims secured
thereby are being properly contested.

                  "Person" shall mean any individual, corporation, partnership,
limited liability company, association, trust or unincorporated organization, or
a government or any agency or political subdivision thereof.

                  "Pledged Securities" shall mean and include (i)(a) all of the
shares of common stock of the Company owned by Pledgor and held in or credited
to the Collateral Account, and (b) any shares of common stock of the Company
issued in exchange therefor or constituting dividends thereon, and (ii) any and
all of the issued and outstanding shares of common stock of the Company (other
than those shares described in clause (i)(b) of this definition) hereafter
pledged by the Pledgor to the Bank and in which the Bank obtains a perfected
first priority security interest, including, without limitation, all shares of
common stock of the Company pledged and delivered by Pledgor to the Bank
pursuant to Section 3(M) hereof.

                  "Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar Federal statute, and the rules and regulations of the
Commission thereunder, all as the same may from time to time be in effect.

                  "Securities Laws" shall mean the Securities Act, the
Securities Exchange Act of 1934, as amended, or any similar Federal statute, and
the rules and regulations of the




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Commission thereunder, together with any and all applicable state blue sky laws,
all as the same may from time to time be in effect.

                  "Solvent" shall mean, as to Pledgor, that Pledgor (a) has
capital sufficient to carry on its business and transactions and all business
and transactions in which it is about to engage, (b) is able to pay its debts as
they mature and (c) owns property whose fair saleable value is greater than the
amount required to pay its indebtedness and liabilities.

         Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed thereto in the Note.

         2.       PLEDGE. To induce Bank to make the loan evidenced by the 
Note, and in consideration thereof and of any loans, advances or financial
accommodations heretofore or hereafter granted by Bank to or for Pledgor's
account, whether pursuant to the Note or otherwise, all of which will inure to
Pledgor's direct benefit, Pledgor hereby pledges, conveys, hypothecates,
mortgages, assigns, sets over, delivers to Bank and grants to Bank a security
interest in all of the Collateral now or hereafter owned by Pledgor as security
for the payment and performance when due of the Obligations.

         3.       REPRESENTATIONS, WARRANTIES AND COVENANTS REGARDING 
COLLATERAL. Pledgor hereby represents, warrants and covenants to and with Bank
that:

                  (A) DUE AUTHORIZATION, ETC. The execution, delivery and
performance of this Agreement, the creation of the liens and security interests
and the delivery to Bank of the certificates evidencing the Pledged Securities
provided for hereunder are within Pledgor's corporate power, have been duly
authorized by all necessary corporate action, are not in contravention of any
provision of Pledgor's articles of incorporation or bylaws or of any law or of
any agreement or indenture by which Pledgor is bound, and do not require the
consent or approval of any government body, agency, authority or other Person,
which has not been obtained and a copy thereof furnished to Bank;

                  (B) VALID AND BINDING OBLIGATION. This Agreement constitutes
Pledgor's valid and legally binding obligation, enforceable in accordance with
its terms, as such enforceability may be limited by bankruptcy, insolvency,
moratorium and other similar laws affecting creditors' rights generally and by
general principles of equity (whether applied at law or in equity);

                  (C) TITLE TO COLLATERAL. Pledgor is the legal and equitable
owner of, and has the complete and unconditional authority to pledge, the
Collateral, and holds the same free and clear of all liens, charges,
encumbrances and security interests except those in favor of Bank granted
hereunder and Permitted Liens, and will defend its title thereto against the
claims of all Persons whomsoever;





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                  (D) COLLATERAL; RESTRICTIONS ON SALE. None of the Pledged
Securities are subject to any restriction on trading or sale, whether pursuant
to any agreement to which Pledgor is a party, under Securities Laws or
otherwise;

                  (E) SOLVENCY. Giving effect to the execution and delivery of
the Loan Documents and the making of the Loan, Pledgor is Solvent;

                  (F) PLEDGE OF PLEDGED SECURITIES. Upon execution and delivery
of this Agreement, Pledgor shall deliver to Bank certificates, if any,
evidencing all Pledged Securities included in the Collateral, accompanied by
executed stock powers in blank and by irrevocable proxies with respect to the
Pledged Securities in favor of Bank, the rights of Bank under which shall be
exercisable only upon the occurrence of an Event of Default and in accordance
with the terms of this Agreement;

                  (G) PLEDGE OF ADDITIONAL SECURITIES AND PROPERTY. Except as
provided in Section 4(a) hereof, Pledgor will cause any additional Pledged
Securities or property issued to or received by it with respect to any of the
Collateral, and any certificates evidencing the Company's common stock issued in
exchange for such Pledged Securities, whether for value paid by it or otherwise,
to be forthwith deposited and pledged with Bank, in each case accompanied by
instruments of assignment duly executed in blank by Pledgor substantially the
same as those required by subsection (F);

                  (H) NO LIENS OR SECURITY INTERESTS. Pledgor will not permit
any lien, claim, charge, security interest or encumbrance to exist with respect
to the Collateral, other than those in favor of Bank with respect to the
Collateral and Permitted Liens;

                  (I) DISPOSITION OF COLLATERAL OR RETAINED SECURITIES. Pledgor
will not sell, exchange, hypothecate, pledge, assign, convey, mortgage or
abandon any Collateral;

                  (J) PAYMENT OF TAXES AND CHARGES. Pledgor will pay all taxes,
assessments and charges levied, assessed or imposed upon the Collateral before
the same become delinquent or become liens upon any of the Collateral except
where the same may be contested in good faith by appropriate proceedings and as
to which adequate reserves have been provided;

                  (K) BANK'S RIGHT TO TAKE ACTION. In the event that Pledgor
fails or refuses to perform any of its obligations set forth herein, Bank shall
have the right, without obligation, to discharge the same, and any sums paid by
Bank, or the cost thereof, including without limitation, reasonable attorneys'
fees actually incurred by Bank, shall constitute secured Obligations and bear
interest until paid;

                  (L) NO OBLIGATION BY BANK. Pledgor acknowledges and agrees
that nothing contained herein shall obligate Bank or impose a duty upon Bank to
assume any duties or obligations of Pledgor with respect to any of the
Collateral;


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                  (M)   COLLATERAL VALUE; RELEASE OF PLEDGED STOCK. (i) Pledgor
covenants and agrees that the outstanding principal amount of the Loan shall at
no time be greater than 80% of the Collateral Value; and (ii) if at any time and
from time to time after the date hereof, the outstanding principal amount of the
Loan exceeds 80% of the Collateral Value, the Pledgor shall, within five (5)
days of such date, either repay the principal of the Loan in such amount, or
deliver to Bank additional shares of common stock of the Company constituting
Pledged Securities (whether in certificated form or deposited in or credited to
the Collateral Account) with such Value, so that the outstanding principal
balance of the Loan after such repayment or delivery of Pledged Securities does
not exceed 80% of the Collateral Value; nothing herein shall be construed as
limiting Pledgor's right to withdraw Collateral from the Collateral Account as
long as (i) no Default or Event of Default exists and (ii) immediately upon such
withdrawal, the outstanding principal balance of the Loan does not exceed 80% of
the Collateral Value.

                  (N)   FINANCIAL STATEMENTS. Pledgor shall furnish or cause to
be furnished to Bank:

                  (i)   As soon as available and in any event within 10 days of
the filing thereof, copies of any reports or filings (including Borrower's Form
10-Q and Form 10-K) required to be made with the Commission;

                  (ii)  Together with the Form 10-Q and Form 10-K referred to in
clause (i) above, a certificate of the chief executive officer and chief
financial officer of Pledgor certifying that, to the best of their knowledge, no
Event of Default has occurred and is continuing or, if an Event of Default has
occurred and is continuing, a statement as to the nature thereof and the action
which is proposed to be taken with respect thereto;

                  (iii) As soon as available and in any event within 10 days of
incurring the same, notice of any borrowing of $1,000,000 or more or any
guaranty of any Person's borrowing of $1,000,000 or more, and promptly upon
request of the Bank for the same, the loan documents evidencing any such loan
(and guaranty, if applicable);

                  (iv)  Promptly upon the request of Bank, such other 
information respecting the business, property, assets, operations or condition,
financial or otherwise, of Pledgor as Bank may from time to time reasonably
request.


                  (O)   REPORTS. Pledgor hereby instructs Broker, Bank and any
other person authorized to report income distributions, to issue IRS Form 1099
indicating Pledgor as the recipient of such income, earnings and profits.

                  (P)   NO TRADING ON ACCOUNT. Pledgor may not sell, trade or
otherwise exercise rights with respect to the securities in the Collateral
Account or receive any other distributions from the Collateral Account (except
as permitted in Section 4 hereof) without the



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prior written consent of the Bank; nothing herein shall be construed as limiting
Pledgor's right to withdraw Collateral from the Collateral Account as long as
(i) no Default or Event of Default exists and (ii) immediately upon such
withdrawal, the outstanding principal balance of the Loan does not exceed 80% of
the Collateral Value. Such consent, if any, shall be in the Bank's sole
discretion.

                  (Q) ACKNOWLEDGMENT. Pledgor authorizes and directs the Broker
to comply with the terms of this Agreement, to mark its records with a notation
showing the security interest of the Bank in the Collateral Account and to
provide account statements to the Bank, in addition to Pledgor, to the address
provided herein.

         4.       DIVIDENDS; ETC.

                  (A) RIGHT TO RECEIVE DIVIDENDS, ETC. For so long as no Event
of Default exists hereunder, Pledgor shall have the right to receive cash
dividends declared and paid by the Company with respect to the Collateral. Any
and all stock or liquidating dividends, other distributions in property, returns
of capital or other distributions made on or in respect of Collateral, whether
resulting from a subdivision, combination or reclassification of the outstanding
capital stock of the Company, received in exchange for the Collateral or any
part thereof or received as a result of any merger, consolidation, acquisition
or other exchange of assets to which the Company may be a party or otherwise,
shall be and become part of the Collateral pledged hereunder and, if received by
Pledgor, shall forthwith be delivered to Bank, to be held subject to the terms
of this Agreement.

                  (B) POSSESSION OF THE COLLATERAL, ETC. Bank may hold any of
the Collateral, endorsed or assigned in blank, and may deliver any of the
Collateral to the Company or its stock transfer agent for the purpose of making
denominational exchanges or registrations or transfers in accordance with this
Agreement, including, without limitation, Section 3(N) hereof.

                  (C) TERMINATION OF RIGHT TO RECEIVE DIVIDENDS. Upon the
occurrence of any Event of Default, all of Pledgor's rights to receive any cash
dividends pursuant to Section 4(a) hereof shall cease, and all such rights shall
thereupon become vested in Bank, who shall have the sole and exclusive right to
receive and retain the dividends which Pledgor would otherwise be authorized to
receive and retain pursuant to Section 4(a) hereof. In such event, Pledgor shall
pay over to Bank any dividends received by Pledgor with respect to the
Collateral and any and all money and other property paid over to or received by
Bank, pursuant to the provisions of this Section 4(c) shall be retained by Bank
as Collateral hereunder and shall be applied in accordance with the provisions
hereof.


         5.       EVENTS OF DEFAULT; REMEDIES.




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                  (A) DEFAULT. Each of the following shall constitute an Event
of Default hereunder:

                            (i)  if there shall occur any "Event of Default"
              under the Note, as such term is defined therein; or

                            (ii) if any of the Collateral shall be attached or
              levied upon or seized in any legal proceedings, or held by virtue
              of any lien or distress (and notwithstanding anything in the Note
              to the contrary, no cure period shall be applicable to such
              default, but Permitted Liens that do not have priority over the
              Bank's security interest in the Collateral shall not be deemed an
              Event of Default hereunder).

                  (B) BANK'S RIGHTS AND REMEDIES. Upon the occurrence of an
Event of Default and during the continuance thereof:

                            (i)  Bank shall thereupon have, in addition to all
              other rights provided herein and in the Note and the other
              Financing Agreements, the rights and remedies of a secured party
              under the Uniform Commercial Code of the State of Georgia or other
              applicable law and further, Bank may, without demand and without
              advertisement, notice or legal process of any kind (except as may
              be required by law), all of which Pledgor waives, at any time or
              times (A) apply any cash dividends received by Bank pursuant to
              Section 4(c) hereof to the Obligations and (B) if following such
              application there remains outstanding any of the Obligations, sell
              the remaining Collateral, or any part thereof, at public or
              private sale or at any broker's board or on any securities
              exchange, for cash, upon credit or for future delivery as Bank
              shall deem appropriate. Bank shall be authorized at any such sale
              (if, on the advice of counsel, it deems it advisable to do so) to
              restrict the prospective bidders, or purchasers to Persons who
              will represent and agree that they are purchasing the Collateral
              for their own account for investment and not with a view to the
              distribution or resale thereof, and upon consummation of any such
              sale Bank shall have the right to assign, transfer and deliver to
              the purchaser or purchasers thereof the Collateral so sold. Each
              such purchaser at any such sale shall hold the property sold
              absolutely free from any claim or right on Pledgor's part, and
              Pledgor hereby waives (to the extent permitted by law) all rights
              of redemption, stay and/or appraisal which Pledgor now has or may
              have at any time in the future under any rule of law or statute
              now existing or hereafter enacted. Further, Bank shall have the
              right to transfer the Pledged Securities to itself and to exercise
              its rights to vote under the irrevocable proxies granted to it
              pursuant to Section 3(F) hereof.

                            (ii) Bank agrees to give written notice to Pledgor
              in the manner specified in Section 9(1) hereof not less than ten
              (10) days prior to the




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         date of the disposition of the Collateral subject to the security
         interest created herein at any such public sale or sale at any broker's
         board or on any such securities exchange, or prior to the date after
         which private sale or any other disposition of said Collateral will be
         made, and Pledgor agrees that (A) such notice, if given in such manner,
         shall constitute reasonable notice, but notice given in any other
         reasonable manner or at any other reasonable time shall be sufficient;
         and (B) the proceeds of any such sale or disposition shall be applied
         first to the satisfaction of Bank's reasonable attorneys' fees, legal
         expenses, and other costs and expenses actually incurred in connection
         with the taking, retaking, holding, preparing for sale, and selling of
         the Collateral, and second to the payment (in whatever order Bank
         elects) of the Obligations. After the application of all such proceeds,
         Bank will return any excess to Pledgor and Pledgor shall remain liable
         for any deficiency.

         6. POWER OF ATTORNEY. Pledgor appoints Bank, or any other Person whom
Bank may designate, as Pledgor's attorney, with power to endorse Pledgor's name
on any checks, notes, acceptances, money orders, drafts or other form of payment
or security that may come into Bank's possession and to do all things necessary
to carry out this Agreement. Pledgor ratifies and approves all acts of such
attorney. Neither Bank nor any other Person designated by Bank as attorney
hereunder will be liable for any acts or omissions except in the case of wilful
misconduct or gross negligence on the part of Bank, nor for any errors of
judgment or mistakes of fact or law. This power, coupled with an interest, is
irrevocable until the payment in full of the Note pursuant to the terms thereof
and the satisfaction in full of the Obligations.

         7. TERMINATION OF AGREEMENT. This Agreement shall continue in full
force and effect until the repayment in full of the Note pursuant to the terms
thereof and the satisfaction in full of the Obligations. Upon termination of
this Agreement, Bank shall surrender to Pledgor or other Person legally entitled
thereto, without recourse or warranty, all certificates evidencing and stock
powers in respect of the securities included in the Collateral which are in the
possession of Bank and have not been disposed of pursuant to Section 5(b)
hereof.

         8. WAIVERS; AMENDMENTS; SUCCESSORS AND ASSIGNS.

            (A) WAIVER OF PRESENTMENT AND NOTICE. Pledgor waives presentment and
protest of any instrument and notice thereof, notice of default and all other
notices to which Pledgor might otherwise be entitled, except as otherwise
specifically provided herein.

            (B) WAIVER OF FAILURE OR DELAY. Failure by Bank to exercise any
right, remedy or option under this Agreement or in any other agreement between
the parties hereto, or delay by Bank in exercising the same, will not operate as
a waiver.

            (C) WRITTEN WAIVERS, ETC. No waiver by Bank will be effective unless
it is in a writing signed by Bank, and then only to the extent specifically
stated, and no waiver by




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Bank on any occasion shall affect or diminish Bank's right thereafter to require
strict performance by Pledgor with any provision of this Agreement.

            (D) REMEDIES CUMULATIVE. Bank's rights and remedies under this
Agreement will be cumulative and not exclusive of any other right or remedy
which Bank may have.

            (E) NO ORAL AMENDMENTS. This Agreement cannot be changed or
terminated orally.

            (F) RIGHT TO ASSIGN. Bank shall have the right to assign this
Agreement and to transfer, assign or sell participations in its interests
hereunder from time to time in connection with any sale, assignment, transfer or
other disposition of the Note or any portion thereof, but Pledgor shall not be
permitted to assign this Agreement or any interest herein.

            (G) SUCCESSORS AND ASSIGNS. All of the rights, privileges, remedies
and options given to Bank hereunder shall inure to the benefit of its successors
and assigns; and all the terms, conditions, promises, covenants, provisions and
warranties of this Agreement shall inure to the benefit of and shall bind the
representatives, successors and assigns of Bank and Pledgor.

         9. GENERAL PROVISIONS.

            (A) FURTHER ACTS, ETC. Pledgor agrees to do such further acts and
things, and to execute and deliver such additional conveyances, assignments,
agreements and instruments, as Bank may at any time request in connection with
the administration and enforcement of this Agreement or relative to the
Collateral or any part thereof or in order better to assure and confirm unto
Bank its rights and remedies hereunder, including, without limitation,
performing all acts and doing all things which Bank may request, now or
hereafter, to evidence, preserve or protect the creation, attachment or
perfection of the security interests herein granted to Bank.

            (B) SECTION HEADINGS. Section headings used herein are for
convenience only and are not to affect the construction of or be taken into
consideration in interpreting this Agreement.

            (C) SEVERABILITY. Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity without invalidating the remainder of such
provision or the remaining provisions of this Agreement.

            (D) REIMBURSEMENT OF EXPENSES. Pledgor shall reimburse Bank for all
of Bank's expenses (other than Bank's normal overhead) incurred in connection
with the




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development, preparation, execution, delivery, modification, regular review and
continuing administration of this Agreement, including searches, filings, filing
fees and taxes (other than taxes on the Bank's income) and the fees and
disbursements of Bank's attorneys (including, without limitation, counsel who
are employees of Bank), and all costs and expenses incurred by Bank (including
reasonable attorney's fees and disbursements actually incurred) to: (i)
commence, defend or intervene in any court proceeding relating to the Collateral
or this Agreement; (ii) file a petition, complaint, answer, motion or other
pleadings, or to take any other action in or with respect to any suit or
proceeding (bankruptcy or otherwise) relating to the Collateral or this
Agreement; (iii) protect, collect, sell, take possession of or liquidate any of
the Collateral; (iv) attempt to enforce any security interest in any of the
Collateral or to seek any advice with respect to such enforcement; and (v)
enforce any of Bank's rights to collect any of the Obligations.

                  (E) PAYMENT OF TAXES. If Pledgor fails to pay any taxes,
assessments or governmental charges levied or assessed or imposed upon or with
respect to the Collateral, or otherwise fails to pay any amount necessary for
the protection and preservation of the Collateral securing the Obligations, Bank
may (unless Pledgor is properly contesting the same) pay the same at Bank's
option, together with interest and penalty, and the amounts so paid shall be
added to the Obligations, bearing interest until paid at the highest rate for
the Obligations specified in the Note, and be secured by the Collateral.

                  (F) CHOICE OF LAW. This Agreement shall be deemed to be a
contract made under the laws of the State of Georgia for all purposes, and the
validity of this Agreement and of all transactions provided for herein shall be
governed by, interpreted and construed under, and in accordance with, the
internal laws (and not the law of conflicts) of the State of Georgia.

                  (G) SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Pledgor
covenants, warrants and represents to Bank that all of Pledgor's representations
and warranties contained in this Agreement shall be true at the time of
Pledgor's execution of this Agreement, shall survive the execution, delivery and
acceptance thereof by the parties hereto and the closing of the transactions
described herein or related hereto, and (except to the extent that they shall be
untrue solely as a result of transactions permitted by this Agreement or the
Note or otherwise consented to by Bank) shall be true from the time of Pledgor's
execution of this Agreement until the termination of this Agreement as provided
in Section 7 hereof.

                  (H) SURVIVAL OF RIGHTS, DUTIES, ETC. Pledgor's representations
and warranties and any indemnity, expense or fee reimbursement obligations
hereunder and under the other Loan Documents shall survive the repayment of the
Loan and the termination of this Agreement and the other Loan Documents;
provided, however, any claim by Bank for any breach of any such representation
or warranty or for payment under any such indemnity, expense or fee
reimbursement obligation must be brought within 180 days of the repayment of the
Loan and the termination of this Agreement and the other Loan Documents.




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                  (I) BANK'S RIGHT TO TAKE ACTION WITH RESPECT TO COLLATERAL. As
between Bank and Pledgor, Bank may, in its sole discretion, (i) exchange,
enforce, waive or release any security or portion of the Collateral, (ii) apply
such Collateral or any proceeds of the Collateral and direct the order or manner
of sale thereof as Bank may, from time to time, determine, and (iii) settle,
compromise, collect or otherwise liquidate any such Collateral for the
Obligations in any manner following the occurrence of an Event of Default and
during the continuance thereof without affecting or impairing Bank's right to
take any other further action with respect to any security for the Obligations
or any part thereof.

                  (J) PAYMENTS. Bank shall have the continuing and exclusive
right to apply or reverse and reapply any and all payments to any portion of the
Obligations as provided in the Note. To the extent that Pledgor makes a payment
or payments to Bank or Bank receives any payment or proceeds of the Collateral
for Pledgor's account, which payment or proceeds or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, state or federal law, common law or equitable cause, then, to
the extent of such payment or proceeds received, the Obligations or part thereof
intended to be satisfied shall be revived and continue in full force and effect,
as if such payment or proceeds had not been received by such Bank.

                  (K) LEGAL REMEDY INADEQUATE. Pledgor recognizes that, in the
event Pledgor fails to perform, observe or discharge any of its obligations or
liabilities under this Agreement, any remedy of law may prove to be inadequate
relief to Bank; therefore, Pledgor agrees that Bank, if Bank so requests, shall
be entitled to temporary and permanent injunctive relief in any such case
without the necessity of proving actual damages.

                  (L) NOTICES. All notices and other communications from either
party to the others hereunder shall be given in accordance with Section 5.4 of
the Note.

                  (M) INDEMNITY. Pledgor agrees to indemnify Bank from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever (including, without limitation, reasonable fees and
disbursements of counsel actually incurred) which may be imposed on, incurred
by, or asserted against Bank in any litigation, proceeding or investigation,
including, without limitation, any of the foregoing brought under any federal or
state securities laws, which is threatened, instituted or conducted by any
government agency or instrumentality or any other Person with respect to any
aspect of, or any transaction contemplated by, or referred to in, or any matter
related to, this Agreement, whether or not Bank is a party thereto except to the
extent that any of the foregoing arises out of the wilful misconduct or gross
negligence of the Bank.

                  (N) COLLATERAL AGENT. The parties acknowledge and agree that
the Broker shall act as Bank's agent for purposes of possession and perfection
of Bank's security interest in the Collateral Account and all Collateral
deposited in or credited to the Collateral Account.



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<PAGE>   12




         IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.



                           THE ENSTAR GROUP, INC.                          
                                                                           
                                                                           
                           By: /s/ Nimrod T. Frazer                        
                              -------------------------------------         
                           Title: Chairman, Pres. & CEO                    
                                 ----------------------------------         
                                                                           
                           Address: 172 Commerce Street - 3rd Floor        
                                   --------------------------------         
                                    Montgomery, Alabama 36104             
                                   --------------------------------         
                                                                           
                                   --------------------------------         
                                                                           
                                                                           
                                                                           
                                                                           
                           FIRST UNION NATIONAL BANK                       
                                                                           
                                                                           
                           By: /s/ Richard Davis                           
                              -------------------------------------         
                           Title: Vice President                           
                                 ----------------------------------        
                                                                              
                           Address: 999 Peachtree Street, N.E.                
                                    Atlanta, Georgia  30309                   





                                      12

<PAGE>   13


            Acknowledged and agreed to this 31st day of July, 1997.


                                      FIRST UNION BROKERAGE
                                      SERVICES, INC.


                                      By: /s/ Patrick Rice
                                        ----------------------------------------
                                      Title: Vice President/Investment Counselor
                                           -------------------------------------


                                      Address: 999 Peachtree Street, N.E.
                                               Atlanta, Georgia  30309



                                      13