EXHIBIT 10.25



                   AMENDED AND RESTATED SECURITY AGREEMENT

       THIS  AMENDED  AND RESTATED SECURITY AGREEMENT ("Agreement") dated as of
April 1, 2008, among South Texas Oil Company, a Nevada corporation ("Company"),
Southern  Texas  Oil Company,  a  Texas  corporation  ("Southern  Texas"),  STO
Operating Company,  a  Texas  corporation  formerly  known  as Leexus Operating
Company  ("STO  Operating"),  STO  Properties  LLC,  a Texas limited  liability
company  ("STO  Properties"), STO Drilling Company, a Texas  corporation  ("STO
Drilling";  each such  corporation  or  limited  liability  company,  including
Company, and  together  with  each  other  Person  who  becomes a party to this
Agreement by execution of a joinder in the form of Exhibit  A  attached hereto,
is referred to individually as a "Debtor" and, collectively, as the "Debtors"),
and  Viking Asset Management, LLC, a California limited liability  company,  in
its capacity  as  collateral agent for the Buyers on Schedule B attached hereto
(together with its  successors  and  assigns  in  such  capacity,  the "Secured
Party")  and  as  the  successor  lienholder  to  The  Longview  Fund, L.P.,  a
California  limited partnership ("Longview") and Longview Marquis Master  Fund,
L.P., a British  Virgin  Islands limited partnership ("Marquis"), under each of
the Company Security Agreement  and  the Subsidiary Security Agreement (each as
defined below).

                             W I T N E S S E T H:

       WHEREAS, pursuant to that certain  Loan Agreement (as amended, restated,
supplemented or otherwise modified from time  to time and in effect immediately
prior to the effectiveness of the Purchase Agreement  (as  defined  below), the
"Original  Loan  Agreement"),  dated  January  31,  2007,  between  Company and
Longview, Company initially had the right to borrow from Longview an  aggregate
amount  not  to  exceed  $15,000,000,  which  obligation was represented in and
evidenced  by  that  certain  Revolving  Credit  Note  (as  amended,  restated,
supplemented or otherwise modified from time to time  and in effect immediately
prior  to the effectiveness of the Purchase Agreement, the  "Revolving  Note"),
dated January  31,  2007,  issued  by  the  Company  in  favor  of  Longview in
connection with the Original Loan Agreement;

       WHEREAS,  Company  and  Longview  entered  into  that  certain  Security
Agreement  (as amended, restated, supplemented or otherwise modified from  time
to time and in effect immediately prior to the effectiveness of this Agreement,
the "Company  Security  Agreement"),  dated as of January 31, 2007, pursuant to
which the Company granted to Longview a  security  interest  in  the collateral
described  therein,  on  the  terms and conditions more specifically set  forth
therein;

       WHEREAS, Company and Longview  entered into that certain First Amendment
to Loan Agreement and Revolving Credit  Note  (the "First Amendment"), dated as
of September 25, 2007, pursuant to which (i) Company  and  Longview  agreed  to
amend  and  restate  the  Original  Loan  Agreement  and  the Revolving Note to
increase the aggregate amount that Company was entitled to borrow from Longview
(subject to the terms and conditions of the Original Loan Agreement),  and  the
principal amount of the Revolving Note, to $30,000,000, and (ii) Debtors agreed
to  enter  into,  as applicable, (a) a guaranty of all obligations, liabilities
and indebtedness of Company under the Original Loan Agreement and the Revolving
Note (as amended, restated  supplemented  or  otherwise  modified  from time to
time,  the  "Subsidiary  Guaranty"  and  the  guarantees  under  the Subsidiary
Guaranty,  including  any  such  guarantee  added  after  the date hereof,  the
"Guarantees"), and (b) security and pledge agreements and such  other documents
and instruments as were necessary to provide Secured Party, for the  benefit of
itself  and  the  Buyers,  with  a  valid,  perfected,  first priority security
interest in substantially all of the assets of Company and  each  of  the other
Debtors;

       WHEREAS,  as  required by the First Amendment, prior to the date hereof,
the Debtors (other than Company) and Longview executed and delivered a Security
Agreement (as amended,  restated,  supplemented or otherwise modified from time
to time and in effect immediately prior to the effectiveness of this Agreement,
the  "Subsidiary  Security  Agreement";  together  with  the  Company  Security
Agreement, the "Original Security  Agreements"),  pursuant to which the Debtors
(other  than  Company)  have  provided  to Longview perfected,  first  priority
security interests in substantially all of the assets of such Debtors;

       WHEREAS, prior to the date hereof,  Marquis acquired an interest in, and
became party to, the Original Loan Agreement,  Original  Security Agreement and
certain other related documents;

       WHEREAS,  Company and Buyers have entered into that  certain  Securities
Purchase  Agreement  dated  as  of  the  date  hereof  (as  amended,  restated,
supplemented   or   otherwise   modified  from  time  to  time,  the  "Purchase
Agreement"), pursuant to which, among  other things, (i) Company and Buyers are
amending  and  restating  in its entirety the  Original  Loan  Agreement,  (ii)
Company is issuing to Buyers  the  Initial  Notes  (as  defined in the Purchase
Agreement)  in  replacement  of,  and  as an amendment and restatement  in  the
entirety of, the Revolving Note, and (iii)  Company  may  from time to time, in
accordance with the terms of the Purchase Agreement, issue Additional Notes (as
defined in the Purchase Agreement) to the Buyers (the Revolving  Note,  Initial
Notes  and  the  Additional  Notes  are  referred to herein collectively as the
"Notes");

       WHEREAS,  Debtors  (other  than  Company)   are   direct   or   indirect
subsidiaries  or  affiliates  of  Company and, as such, will derive substantial
benefit and advantage from the funds borrowed under the Purchase Agreement, and
it will be to each such Debtor's direct interest and economic benefit to assist
the Company in procuring such funds; and

       WHEREAS, the Debtors, Secured  Party and Buyers have agreed to amend and
restate in their entirety the Original  Security  Agreements  to  read  as this
Agreement.

       NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are hereby
acknowledged, the parties hereto agree as follows:

       Section   1.    Definitions.   Capitalized  terms  used  herein  without
definition and defined in  the  Purchase  Agreement  are used herein as defined
therein.  In addition, as used herein:

             "Accounts" means any "account," as such term  is  defined  in  the
       Uniform  Commercial  Code,  and,  in  any  event, shall include, without
       limitation,  "supporting  obligations"  as  defined   in   the   Uniform
       Commercial Code.

             "As-extracted Collateral" means any "as-extracted collateral,"  as
       such term is defined in the Uniform Commercial Code.

             "Chattel Paper" means any "chattel paper," as such term is defined
       in the Uniform Commercial Code.

             "Collateral"  shall have the meaning ascribed thereto in Section 3
       hereof.

             "Commercial Tort  Claims"  means "commercial tort claims", as such
       term is defined in the Uniform Commercial Code.

             "Contracts" means all contracts, undertakings, or other agreements
       (other than rights evidenced by Chattel Paper, Documents or Instruments)
       in or under which a Debtor may now or hereafter have any right, title or
       interest, including without limitation  with  respect to an Account, any
       agreement relating to the terms of payment or the  terms  of performance
       thereof.

             "Copyrights"  means  any  copyrights,  rights  and  interests   in
       copyrights, works protectable by copyrights, copyright registrations and
       copyright  applications,  including,  without  limitation, the copyright
       registrations and applications listed on Schedule  III  attached hereto,
       and all renewals of any of the foregoing, all income, royalties, damages
       and payments now and hereafter due and/or payable under or  with respect
       to  any  of  the  foregoing,  including  without limitation damages  and
       payments  for  past,  present and future infringements  of  any  of  the
       foregoing  and  the  right   to   sue   for  past,  present  and  future
       infringements of any of the foregoing.

             "Deposit Accounts" means all "deposit  accounts"  as  such term is
       defined  in  the Uniform Commercial Code, now or hereafter held  in  the
       name of a Debtor.

             "Documents"  means any "documents," as such term is defined in the
       Uniform  Commercial Code,  and  shall  include  without  limitation  all
       documents of title (as defined in the Uniform Commercial Code), bills of
       lading  or  other  receipts  evidencing  or  representing  Inventory  or
       Equipment.

             "Equipment"  means any "equipment," as such term is defined in the
       Uniform  Commercial  Code  and,  in  any  event,  shall  include,  Motor
       Vehicles.

             "Event of Default" shall have the meaning set forth in the Notes.

              "General Intangibles"  means  any  "general intangibles," as such
       term is defined in the Uniform Commercial Code, and, in any event, shall
       include without limitation all right, title and interest in or under any
       Contract,  models,  drawings,  materials and records,  claims,  literary
       rights,  goodwill,  rights  of  performance,   Copyrights,   Trademarks,
       Patents,  warranties,  rights  under  insurance  policies and rights  of
       indemnification.

             "Goods" means any "goods", as such term is defined  in the Uniform
       Commercial  Code,  including  without  limitation fixtures and  embedded
       Software to the extent included in "goods"  as  defined  in  the Uniform
       Commercial Code .

             "Governmental Authority" means the government of the United States
       of  America  or  any other nation, or any political subdivision thereof,
       whether  state or local,  or  any  agency,  authority,  instrumentality,
       regulatory   body,  court,  central  bank  or  other  entity  exercising
       executive, legislative,  judicial,  taxing, regulatory or administration
       powers or functions of or pertaining  to government or any Debtor of any
       of their Subsidiaries, or any of their  respective properties, assets or
       undertakings.

             "Instruments" means any "instrument,"  as  such term is defined in
       the  Uniform  Commercial  Code,  and  shall  include without  limitation
       promissory notes, drafts, bills of exchange, trade  acceptances, letters
       of credit, letter of credit rights (as defined in the Uniform Commercial
       Code), and Chattel Paper.

             "Inventory" means any "inventory," as such term  is defined in the
       Uniform Commercial Code.

             "Investment  Property"  means any "investment property",  as  such
       term is defined in the Uniform Commercial Code.

             "Majority Buyers" means,  at  any  date  of  determination, Buyers
       individually or collectively holding fifty percent (50%)  or more of the
       then  aggregate  outstanding  principal amount of the Notes (or,  if  no
       Notes are then outstanding, fifty  percent  (50%)  or  more  of the then
       aggregate outstanding amount of Obligations).

             "Motor Vehicles" shall mean motor vehicles, tractors, trailers and
       other like property, whether or not the title thereto is governed  by  a
       certificate of title or ownership.

             "Obligations"   shall   mean   all  obligations,  liabilities  and
       indebtedness of every nature of Debtors  from time to time owed or owing
       under or in respect of this Agreement, the  Original Loan Agreement, the
       Purchase Agreement, the Notes, the Replacement Override Conveyances, the
       Warrants, the Subsidiary Guaranty, any and all  Guarantees,  the  Pledge
       Agreement  referred  to  in  Section  5.15  hereof, and any of the other
       Security Documents, as the case may be, including without limitation the
       principal  amount  of  all debts, claims and indebtedness,  accrued  and
       unpaid interest and all  fees,  costs  and  expenses,  whether  primary,
       secondary,  direct,  contingent,  fixed  or  otherwise,  heretofore, now
       and/or from time to time hereafter owing, due or payable whether  before
       or  after  the  filing of a bankruptcy, insolvency or similar proceeding
       under applicable federal, state, foreign or other law.

             "Patents" means  any  patents  and  patent applications, including
       without limitation the inventions and improvements described and claimed
       therein,  all  patentable  inventions  and  those   patents  and  patent
       applications  listed on Schedule IV attached hereto, and  the  reissues,
       divisions, continuations, renewals, extensions and continuations-in-part
       of any of the foregoing, and all income, royalties, damages and payments
       now or hereafter  due and/or payable under or with respect to any of the
       foregoing, including, without limitation, damages and payments for past,
       present and future  infringements  of any of the foregoing and the right
       to  sue  for  past,  present and future  infringements  of  any  of  the
       foregoing.

             "Proceeds" means  "proceeds,"  as  such  term  is  defined  in the
       Uniform  Commercial  Code and, in any event includes without limitation,
       (a)  any and all proceeds  of  any  insurance,  indemnity,  warranty  or
       guaranty  payable with respect to any of the Collateral, (b) any and all
       payments (in  any  form whatsoever) made or due and payable from time to
       time in connection with  any  requisition,  confiscation,  condemnation,
       seizure  or  forfeiture  of  all  or  any part of the Collateral by  any
       governmental body, authority, bureau or  agency  (or  any  person acting
       under  color  of  governmental  authority),  and  (c) any and all  other
       amounts from time to time paid or payable under, in  respect  of  or  in
       connection with any of the Collateral.

             "Representative"  means any Person acting as agent, representative
       or trustee on behalf of the Secured Party from time to time.

             "Software" means all  "software"  as  such  term is defined in the
       Uniform Commercial Code, now owned or hereafter acquired  by  a  Debtor,
       other than software embedded in any category of Goods, including without
       limitation all computer programs and all supporting information provided
       in connection with a transaction related to any program.

             "Subsidiary  Guaranty"  shall  have  the  meaning set forth in the
       recitals to this Agreement and shall include that certain Guaranty dated
       as of the date hereof, as amended, restated, supplemented  or  otherwise
       modified from time to time, by Debtors (other than Company) in favor  of
       the Buyers.

             "Trademarks"  means  any trademarks, trade names, corporate names,
       company names, business names,  fictitious business names, trade styles,
       service marks, logos, other business  identifiers,  prints and labels on
       which  any  of the foregoing have appeared or appear, all  registrations
       and recordings  thereof,  and  all applications in connection therewith,
       including without limitation the  trademarks  and applications listed in
       Schedule  V  attached  hereto  and  renewals thereof,  and  all  income,
       royalties,  damages and payments now or  hereafter  due  and/or  payable
       under or with  respect  to  any  of  the  foregoing,  including  without
       limitation   damages   and   payments   for  past,  present  and  future
       infringements of any of the foregoing and  the  right  to  sue for past,
       present and future infringements of any of the foregoing.

             "Uniform  Commercial Code" shall mean the Uniform Commercial  Code
       as in effect from  time to time in the State of New York; provided, that
       to the extent that the  Uniform  Commercial  Code  is used to define any
       term herein and such term is defined differently in  different  Articles
       or Divisions of the Uniform Commercial Code, the definition of such term
       contained in Article or Division 9 shall govern.

       Section 2.  Representations, Warranties and Covenants of Debtors.   Each
Debtor  represents  and  warrants  to, and covenants with, the Secured Party as
follows:

             (a)    Such Debtor has  or  will  have  rights in and the power to
       transfer  the  Collateral  in  which  it purports to  grant  a  security
       interest pursuant to Section 3 hereof (subject,  with  respect  to after
       acquired  Collateral,  to  such  Debtor  acquiring the same) and no Lien
       other than Permitted Liens exists or will  exist upon such Collateral at
       any time;

             (b)    This Agreement is effective to  create  in favor of Secured
       Party  a valid security interest in and Lien upon all of  such  Debtor's
       right, title  and  interest  in and to the Collateral, and, upon (i) the
       filing of appropriate Uniform  Commercial  Code  financing statements in
       the jurisdictions listed on Schedule I attached hereto,  and  (ii)  each
       Deposit  Account  being  subject  to  an  Account  Control Agreement (as
       hereinafter  defined)  between  the  applicable  Debtor  and  depositary
       institution and the Secured Party on behalf of the Secured  Party,  such
       security  interest  will  be  a  duly perfected first priority perfected
       security interest  in all the Collateral  (other  than  Instruments  not
       constituting Chattel Paper), and upon delivery of the Instruments to the
       Secured  Party  or  its  Representative, duly endorsed by such Debtor or
       accompanied by appropriate instruments of transfer duly executed by such
       Debtor, the security interest in the Instruments will be duly perfected;

             (c)    All of the Equipment,  Inventory  and  Goods  owned by such
       Debtor  is  located  at  the  places as specified on Schedule I attached
       hereto.  Except as disclosed on Schedule I, none of the Collateral is in
       the  possession  of any bailee, warehousemen,  processor  or  consignee.
       Schedule I discloses  such  Debtor's  name  as  of the date hereof as it
       appears in official filings in the state of its incorporation, formation
       or   organization,  the  type  of  entity  of  such  Debtor   (including
       corporation,  partnership,  limited  partnership  or  limited  liability
       company),  organizational  identification number issued by such Debtor's
       state of incorporation, formation  or  organization (or a statement that
       no such number has been issued), such Debtor's  state  or  province,  as
       applicable,  of  incorporation,  formation or organization and the chief
       place of business, chief executive  office  and  the  office  where such
       Debtor  keeps its books and records.  Such Debtor has only one state  of
       incorporation,  formation  or  organization.  Such Debtor (including any
       Person acquired by such Debtor) does not do business  and  has  not done
       business  during  the  past  five  (5)  years  under  any  trade name or
       fictitious  business  name, except as disclosed on Schedule II  attached
       hereto;

             (d)    No Copyrights,  Patents  or  Trademarks listed on Schedules
       III,  IV  and  V, respectively, if any, have been  adjudged  invalid  or
       unenforceable or  have  been  canceled,  in whole or in part, or are not
       presently subsisting.  Each of such Copyrights,  Patents  and Trademarks
       is  valid and enforceable.  Such Debtor is the sole and exclusive  owner
       of the  entire and unencumbered right, title and interest in and to each
       of such Copyrights, Patents and Trademarks, identified on Schedules III,
       IV and V,  as  applicable, as being owned by such Debtor, free and clear
       of any liens, charges  and  encumbrances,  including  without limitation
       licenses,  shop  rights and covenants by such Debtor not  to  sue  third
       persons.  Such Debtor has adopted, used and is currently using, or has a
       current  bona  fide  intention  to  use,  all  of  such  Trademarks  and
       Copyrights.  Such Debtor has no notice of any suits or actions commenced
       or threatened with  reference  to  the Copyrights, Patents or Trademarks
       owned by it;

             (e)    Each  Debtor agrees to deliver  to  the  Secured  Party  an
       updated Schedule I,  II,  III, IV and/or V within five (5) Business Days
       of any change thereto;

             (f)    All  depositary   and  other  accounts  including,  without
       limitation, Deposit Accounts, securities  accounts,  brokerage  accounts
       and  other similar accounts, maintained by each Debtor are described  on
       Schedule VI hereto, which description includes for each such account the
       name of  the  Debtor  maintaining  such  account,  the name, address and
       telephone  and  telecopy numbers of the financial institution  at  which
       such account is maintained,  the account number and the account officer,
       if any, of such account.  No Debtor shall open any new Deposit Accounts,
       securities accounts, brokerage  accounts  or  other accounts unless such
       Debtor  shall  have given Secured Party ten (10)  Business  Days'  prior
       written notice of  its  intention  to  open any such new accounts.  Each
       Debtor shall deliver to Secured Party a  revised  version of Schedule VI
       showing any changes thereto within five (5) Business  Days  of  any such
       change.   Each  Debtor  hereby authorizes the financial institutions  at
       which such Debtor maintains  an  account  to  provide Secured Party with
       such information with respect to such account as Secured Party from time
       to time reasonably may request, and each Debtor  hereby consents to such
       information  being  provided  to  Secured  Party.  In addition,  all  of
       Debtor's depositary, brokerage, security and  other  accounts  including
       without  limitation  Deposit Accounts shall be subject to the provisions
       of Section 4.5 hereof;

             (g)    Such Debtor  does  not own any Commercial Tort Claim except
for those disclosed on Schedule VII hereto;

             (h)    Such Debtor does not  have any interest in real property or
mining rights with respect to real property  except  as  disclosed  on Schedule
VIII.  Each Debtor shall deliver to Secured Party a revised version of Schedule
VIII showing any changes thereto within twenty (20) Business Days of  any  such
change.  Except as otherwise agreed to by Secured Party, all such interests  in
real  property  or mining rights with respect to such real property are subject
to a mortgage, deed of trust and assignment of production proceeds (in form and
substance  satisfactory   to   Secured   Party)   in  favor  of  Secured  Party
(hereinafter, a "Mortgage").  Each debtor acknowledges  that each such Mortgage
contains an Exhibit A (or other applicable Exhibit) listing  the  properties in
which Debtor has an interest, and to the extent that Schedule VIII  is  updated
pursuant  to  this  Section  2(h),  the applicable Debtor shall be obligated to
execute an amendment to the applicable  Exhibit to the applicable Mortgage such
that, after giving effect to such Mortgage amendment, Secured Party will have a
first priority perfected security interest  in such new real property or mining
rights;

             (i)    Each Debtor shall duly and properly record each interest in
real property held by such Debtor except with  respect  to easements, rights of
way,  access agreements, surface damage agreements, surface  use  agreement  or
similar agreements that such Debtor, using prudent customs and practices in the
industry  in  which  it  operates,  does  not  believe are of material value or
material to the operation of such Debtor's business or, with respect to certain
local, state and federal rights of way, are not  capable of being recorded as a
matter of local, state or federal law; and

             (j)    All Equipment (including without limitation Motor Vehicles)
owned by a Debtor and subject to a certificate of title or ownership statute is
described on Schedule IX hereto.

       Section 3.  Collateral.  As collateral security  for  the prompt payment
in full when due (whether at stated maturity, by acceleration  or otherwise) of
the  Obligations,  each Debtor hereby pledges and grants to the Secured  Party,
for its benefit and  the benefit of the Buyers, a Lien on and security interest
in and to all of such  Debtor's  right,  title  and  interest  in  the personal
property  and  assets  of  such  Debtor,  whether  now owned by such Debtor  or
hereafter acquired and whether now existing or hereafter  coming into existence
and   wherever   located   (all  being  collectively  referred  to  herein   as
"Collateral"), including, without limitation:

             (a)    all Instruments,  together  with  all  payments  thereon or
       thereunder:

             (b)    all Accounts;

             (c)    all Inventory;

             (d)    all General Intangibles (including payment intangibles  (as
       defined in the Uniform Commercial Code) and Software);

             (e)    all Equipment;

             (f)    all Documents;

             (g)    all Contracts;

             (h)    all Goods;

             (i)    all Investment Property;

             (j)    all  Deposit  Accounts,  including, without limitation, the
       balance  from  time  to  time in all bank accounts  maintained  by  such
       Debtor;

             (k)    Commercial Tort Claims specified on Schedule VII;

             (l)    all As-extracted Collateral;

             (m)    all Trademarks, Patents and Copyrights; and

             (n)    all other tangible  and intangible property of such Debtor,
       including, without limitation, all interests in real property, Proceeds,
       tort claims, products, accessions,  rents,  profits,  income,  benefits,
       substitutions,  additions and replacements of and to any of the property
       of such Debtor described  in  the  preceding  clauses  of this Section 3
       (including,  without  limitation,  any  proceeds  of insurance  thereon,
       insurance claims and all rights, claims and benefits  against any Person
       relating  thereto), other rights to payments not otherwise  included  in
       the foregoing,  and  all books, correspondence, files, records, invoices
       and  other  papers,  including  without  limitation  all  tapes,  cards,
       computer runs, computer  programs,  computer  files  and  other  papers,
       documents  and  records  in  the possession or under the control of such
       Debtor or any computer bureau  or  service  company  from  time  to time
       acting for such Debtor.

       Section  4.   Covenants;  Remedies.   In furtherance of the grant of the
pledge and security interest pursuant to Section  3  hereof, each Debtor hereby
agrees with the Secured Party as follows:

       4.1.  Delivery and Other Perfection; Maintenance, etc.

             (a)    Delivery of Instruments, Documents, Etc.  Each Debtor shall
       deliver and pledge to the Secured Party or its  Representative  any  and
       all  Instruments,  negotiable  Documents, Chattel Paper and certificated
       securities (accompanied by stock powers executed in blank) duly endorsed
       and/or  accompanied  by  such instruments  of  assignment  and  transfer
       executed by such Debtor in  such form and substance as the Secured Party
       or its Representative may request; provided, that so long as no Event of
       Default shall have occurred and  be  continuing,  each Debtor may retain
       for  collection  in  the  ordinary  course of business any  Instruments,
       negotiable Documents and Chattel Paper  received  by  such Debtor in the
       ordinary course of business, and the Secured Party or its Representative
       shall, promptly upon request of a Debtor, make appropriate  arrangements
       for making any other Instruments, negotiable Documents and Chattel Paper
       pledged  by  such  Debtor  available  to  such  Debtor  for purposes  of
       presentation,  collection  or  renewal  (any  such  arrangement   to  be
       effected,  to the extent deemed appropriate by the Secured Party or  its
       Representative,  against  a trust receipt or like document). If a Debtor
       retains  possession  of  any  Chattel  Paper,  negotiable  Documents  or
       Instruments pursuant to the terms hereof, such Chattel Paper, negotiable
       Documents and Instruments shall  be  marked  with  the following legend:
       "This  writing  and  the  obligations  evidenced or secured  hereby  are
       subject to the security interest of Viking Asset Management, LLC, in its
       capacity as collateral agent for the benefit  of  the Buyers, as secured
       party."

             (b)    Other  Documents  and  Actions.   Each Debtor  shall  give,
       execute,  deliver, file and/or record any financing  statement,  notice,
       instrument, document, agreement or other papers that may be necessary or
       desirable (in  the  reasonable  judgment  of  the  Secured  Party or its
       Representative)  to  create, preserve, perfect or validate the  security
       interest granted pursuant  hereto  (or any security interest or mortgage
       contemplated or required hereunder,  including  with  respect to Section
       2(h)  of  this  Agreement)  or  to  enable  the  Secured  Party  or  its
       Representative  to exercise and enforce the rights of the Secured  Party
       hereunder with respect  to  such  pledge and security interest, provided
       that  notices  to  account  debtors  in   respect  of  any  Accounts  or
       Instruments  shall be subject to the provisions  of  clause  (e)  below.
       Notwithstanding the foregoing, each Debtor hereby irrevocably authorizes
       the Secured Party  at  any  time  and  from  time to time to file in any
       filing office in any jurisdiction any initial  financing  statements and
       amendments thereto that (a) indicate the Collateral (i) as all assets of
       such  Debtor  or  words  of  similar  effect, regardless of whether  any
       particular asset comprised in the Collateral  falls  within the scope of
       Article 9 of the Uniform Commercial Code of the State  of  New  York  or
       such  jurisdiction, or (ii) as being of an equal or lesser scope or with
       greater detail, and (b) contain any other information required by part 5
       of Article  9 of the Uniform Commercial Code of the State of New York or
       any other State  for  the sufficiency or filing office acceptance of any
       financing statement or  amendment,  including (i) whether such Debtor is
       an  organization,  the  type  of  organization   and   any  organization
       identification number issued to such Debtor, and (ii) in  the  case of a
       financing  statement  filed as a fixture filing or indicating Collateral
       as As-extracted Collateral or timber to be cut, a sufficient description
       of real property to which the Collateral relates.  Each Debtor agrees to
       furnish any such information to the Secured Party promptly upon request.
       Each Debtor also ratifies  its  authorization  for  the Secured Party to
       have filed in any jurisdiction any like initial financing  statements or
       amendments thereto if filed prior to the date hereof.

             (c)    Books and Records.  Each Debtor shall maintain,  at its own
       cost  and  expense,  complete  and  accurate  books  and  records of the
       Collateral,  including  without  limitation  a  record  of  all payments
       received and all credits granted with respect to the Collateral  and all
       other dealings with the Collateral.  Upon the occurrence and during  the
       continuation of any Event of Default, each Debtor shall deliver and turn
       over  any such books and records (or true and correct copies thereof) to
       the Secured  Party  or  its  Representative at any time on demand.  Each
       Debtor shall permit any representative  of  the Secured Party to inspect
       such books and records at any time during reasonable  business hours and
       will provide photocopies thereof at such Debtor's expense to the Secured
       Party upon request of the Secured Party.

             (d)    Motor  Vehicles.   Each  Debtor  shall, promptly  upon  the
       request of the Secured Party or its Representative,  cause  the  Secured
       Party  to  be  listed as the lienholder on each certificate of title  or
       ownership covering  any  items  of  Equipment,  including Motor Vehicles
       having a value in excess of $50,000 in the aggregate  for all such items
       of Equipment of the Debtors, or otherwise comply with the certificate of
       title  or  ownership  laws  of  the  relevant jurisdiction issuing  such
       certificate  of title or ownership in order  to  properly  evidence  and
       perfect Secured  Party's  security interest in the assets represented by
       such certificate of title or ownership.

             (e)    Notice to Account  Debtors;  Verification.   (i)  Upon  the
       occurrence and during the continuance of any Event of Default (or if any
       rights  of set-off (other than set-offs against an Account arising under
       the Contract  giving rise to the same Account) or contra accounts may be
       asserted), upon request of the Secured Party or its Representative, each
       Debtor shall promptly  notify  (and  each  Debtor  hereby authorizes the
       Secured Party and its Representative so to notify) each  account  debtor
       in respect of any Accounts or Instruments or other Persons obligated  on
       the  Collateral  that  such  Collateral has been assigned to the Secured
       Party hereunder, and that any  payments  due or to become due in respect
       of such Collateral are to be made directly  to  the  Secured  Party, and
       (ii)  the  Secured Party and its Representative shall have the right  at
       any time or  times  to make direct verification with the account debtors
       or other Persons obligated  on  the  Collateral  of  any  and all of the
       Accounts or other such Collateral.

             (f)    Intellectual Property.  Each Debtor represents and warrants
       that the Copyrights, Patents and Trademarks listed on Schedules  III, IV
       and V, respectively, constitute all of the registered Copyrights and all
       of  the Patents and Trademarks now owned by such Debtor.  If such Debtor
       shall (i) obtain rights to any new patentable inventions, any registered
       Copyrights  or any Patents or Trademarks, or (ii) become entitled to the
       benefit of any registered Copyrights or any Patents or Trademarks or any
       improvement on  any Patent, the provisions of this Agreement above shall
       automatically apply  thereto and such Debtor shall give to Secured Party
       prompt written notice  thereof.   Each  Debtor hereby authorizes Secured
       Party to modify this Agreement by amending  Schedules  III, IV and V, as
       applicable,  to  include  any  such  registered Copyrights or  any  such
       Patents  and  Trademarks.   Each  Debtor shall  have  the  duty  (i)  to
       prosecute diligently any patent, trademark, or service mark applications
       pending as of the date hereof or hereafter,  (ii) to make application on
       unpatented but patentable inventions and on trademarks,  copyrights  and
       service marks, as appropriate, (iii) to preserve and maintain all rights
       in the Copyrights, Patents and Trademarks, to the extent material to the
       operations  of  the  business of such Debtor and (iv) to ensure that the
       Copyrights, Patents and  Trademarks  are  and remain enforceable, to the
       extent material to the operations of the business  of  such Debtor.  Any
       expenses  incurred  in  connection with such Debtor's obligations  under
       this Section 4.1(f) shall  be borne by such Debtor.  Except for any such
       items that a Debtor reasonably  believes (using prudent industry customs
       and practices) are no longer necessary  for  the  on-going operations of
       its  business,  no  Debtor  shall abandon any right to  file  a  patent,
       trademark or service mark application,  or  abandon  any pending patent,
       application  or  any  other Copyright, Patent or Trademark  without  the
       written  consent  of  Secured   Party,   which   consent  shall  not  be
       unreasonably withheld.

             (g)    Further Identification of Collateral.   Each  Debtor  will,
       when   and   as   often  as  requested  by  the  Secured  Party  or  its
       Representative, furnish  to  the  Secured  Party or such Representative,
       statements  and  schedules  further  identifying   and   describing  the
       Collateral  and such other reports in connection with the Collateral  as
       the Secured Party  or  its Representative may reasonably request, all in
       reasonable detail.

             (h)    Investment  Property.   Each  Debtor  will take any and all
       actions required or requested by the Secured Party,  from  time to time,
       to  (i)  cause  the  Secured  Party  to obtain exclusive control of  any
       Investment Property owned by such Debtor  in  a manner acceptable to the
       Secured Party and (ii) obtain from any issuers  of  Investment  Property
       and  such  other  Persons, for the benefit of the Secured Party, written
       confirmation  of  the  Secured  Party's  control  over  such  Investment
       Property.  For purposes  of this Section 4.1(h), the Secured Party shall
       have exclusive control of  Investment  Property  if  (i) such Investment
       Property consists of certificated securities and a Debtor  delivers such
       certificated   securities   to   the  Secured  Party  (with  appropriate
       endorsements if such certificated  securities  are  in registered form);
       (ii) such Investment Property consists of uncertificated  securities and
       either  (x)  a  Debtor  delivers such uncertificated securities  to  the
       Secured  Party  or  (y)  the   issuer   thereof   agrees,   pursuant  to
       documentation  in form and substance satisfactory to the Secured  Party,
       that it will comply  with  instructions  originated by the Secured Party
       without  further  consent  by  such Debtor, and  (iii)  such  Investment
       Property consists of security entitlements  and  either  (x) the Secured
       Party  becomes  the  entitlement  holder  thereof or (y) the appropriate
       securities intermediary agrees, pursuant to  the  documentation  in form
       and  substance  satisfactory  to  the Secured Party, that it will comply
       with entitlement orders originated  by the Secured Party without further
       consent by any Debtor.

             (i)    Reserved.

             (j)    Commercial Tort Claims.   Each Debtor shall promptly notify
       Secured Party of any Commercial Tort Claim  (as  defined  in the Uniform
       Commercial  Code)  acquired  by  it  that concerns a claim in excess  of
       $50,000 and, unless otherwise consented to by Secured Party, such Debtor
       shall  enter into a supplement to this  Agreement  granting  to  Secured
       Party a Lien on and security interest in such Commercial Tort Claim.

       4.2  Other  Liens.   Debtors will not create, permit or suffer to exist,
and will defend the Collateral  against  and  take  such  other  action  as  is
necessary  to  remove,  any  Lien on the Collateral, and will defend the right,
title and interest of the Secured  Party in and to the Collateral and in and to
all Proceeds thereof against the claims and demands of all Persons whatsoever.

       4.3  Preservation of Rights.   Whether  or  not any Event of Default has
occurred or is continuing, the Secured Party and its  Representative  may,  but
shall   not   be  required  to,  take  any  steps  the  Secured  Party  or  its
Representative deems necessary or appropriate to preserve any Collateral or any
rights against  third  parties  to  any  of the Collateral, including obtaining
insurance for the Collateral at any time when a Debtor has failed to do so, and
Debtors shall promptly pay, or reimburse the  Secured  Party  for, all expenses
incurred in connection therewith.

       4.4  Formation of Subsidiaries; Name Change; Location; Bailees.

             (a)    No Debtor shall form any subsidiary unless  (i) such Debtor
       pledges  all  of  the  stock  of  such  subsidiary to the Secured  Party
       pursuant to the existing pledge agreement in favor of the Secured Party,
       and (ii) such subsidiary becomes a party to this Agreement and all other
       applicable Security Documents.

             (b)    No  Debtor  shall (i) reincorporate  or  reorganize  itself
       under the laws of any jurisdiction  other than the jurisdiction in which
       it is incorporated or organized as of  the date hereof without the prior
       written consent of Secured Party, or (ii)  otherwise  change  its  name,
       identity or corporate structure, in each case, without the prior written
       consent of Secured Party. Each Debtor will notify Secured Party promptly
       in  writing  prior to any such change in the proposed use by such Debtor
       of any trade name  or  fictitious business name other than any such name
       set forth on Schedule II attached hereto.

             (c)    Except for  the sale of Inventory in the ordinary course of
       business and other sales of  assets  expressly permitted in the Purchase
       Agreement,  each  Debtor  will  keep  the Collateral  at  the  locations
       specified in Schedule I.  Each Debtor will  give  Secured  Party  thirty
       (30)  day's  prior  written  notice of any change in such Debtor's chief
       place of business or of any new location for any of the Collateral.

             (d)    If any Collateral  is  at  any  time  in  the possession or
       control of any warehousemen, bailee, consignee or processor, such Debtor
       shall,  upon the request of Secured Party or its Representative,  notify
       such warehousemen,  bailee,  consignee  or  processor  of  the  Lien and
       security interest created hereby and shall instruct such Person to  hold
       all  such  Collateral  for  Secured  Party's account, subject to Secured
       Party's instructions.

             (e)    Each Debtor acknowledges  that it is not authorized to file
       any  financing  statement  or amendment or  termination  statement  with
       respect to any financing statement  without the prior written consent of
       Secured Party and each Debtor agrees  that it will not do so without the
       prior written consent of Secured Party,  subject to such Debtor's rights
       under Section 9-509(d)(2) to the Uniform Commercial Code.

             (f)    No Debtor shall enter into any  Contract  that restricts or
       prohibits the grant to Secured Party of a security interest in Accounts,
       Chattel Paper, Instruments or payment intangibles or the proceeds of the
       foregoing to the Uniform Commercial Code.

       4.5   Bank Accounts and Securities Accounts.

             (a)    On or prior to the date hereof, the Secured  Party and each
       Debtor  shall  enter  into  an  account  control agreement or securities
       account  control agreement, as applicable,  (each  an  "Account  Control
       Agreement"),  in  a  form  specified  by  the  Secured  Party, with each
       financial institution with which such Debtor maintains from time to time
       any   Deposit   Accounts  (general  or  special),  securities  accounts,
       brokerage  accounts   or   other   similar   accounts,  which  financial
       institutions are set forth on Schedule VI attached  hereto.  Pursuant to
       the  Account  Control Agreements and pursuant hereto, each  such  Debtor
       grants and shall  grant to the Secured Party a continuing lien upon, and
       security interest in,  all such accounts and all funds at any time paid,
       deposited, credited or held  in  such  accounts (whether for collection,
       provisionally  or otherwise) or otherwise  in  the  possession  of  such
       financial institutions, and each such financial institution shall act as
       the Secured Party's  agent  in connection therewith.  Following the date
       hereof,  no  Debtor  shall establish  any  Deposit  Account,  securities
       account, brokerage account  or  other similar account with any financial
       institution,  unless  the  Secured Party  and  such  Debtor  shall  have
       previously entered into an Account Control Agreement with such financial
       institution which purports to cover such account.  Other than petty cash
       not exceeding $10,000 in the  aggregate  for  all  Debtors,  each Debtor
       shall  deposit  and  keep  on  deposit  all  of its funds into a Deposit
       Account which is subject to an Account Control Agreement.

             (b)    Upon the Secured Party's request  following  the occurrence
       and  during  the  continuance of an Event of Default, each Debtor  shall
       establish  lock-box   or   blocked   accounts   (collectively,  "Blocked
       Accounts")  in  such  Debtor's name with such banks  as  are  reasonably
       acceptable  to  the  Secured  Party  ("Collecting  Banks"),  subject  to
       irrevocable instructions  in a form reasonably acceptable to the Secured
       Party, to which the obligors  of  all  Accounts shall directly remit all
       payments on Accounts and in which such Debtor  will  immediately deposit
       all  cash  payments  for  Inventory or other cash payments  constituting
       proceeds of Collateral in the  identical  form in which such payment was
       made,  whether by cash or check.  In addition,  the  Secured  Party  may
       establish  one or more depository accounts at each Collecting Bank or at
       a centrally  located bank (collectively, the "Depository Account").  All
       amounts  held  or  deposited  in  the  Blocked  Accounts  held  by  such
       Collecting Bank  shall  be transferred to the Depository Account without
       any further notice or action  required by Secured Party.  Subject to the
       foregoing, each Debtor hereby agrees  that  all payments received by the
       Secured  Party,  whether  by  cash, check, wire transfer  or  any  other
       instrument, made to such Blocked  Accounts  or otherwise received by the
       Secured Party, and whether in respect of the  Accounts or as proceeds of
       other Collateral or otherwise, will be the sole  and  exclusive property
       of  the  Secured  Party.   Each  Debtor,  and  any  of  its  Affiliates,
       employees,  agents and other Persons acting for or in concert with  such
       Debtor, shall, acting on behalf of and as trustee for the Secured Party,
       receive, as the  sole  and  exclusive property of the Secured Party, any
       moneys, checks, notes, drafts  or  other  payments  relating  to  and/or
       proceeds  of Accounts or other Collateral which come into the possession
       or under the  control of such Debtor or any Affiliates, employees, agent
       or other Persons  acting  for  or  in  concert  with  such  Debtor,  and
       immediately  upon  receipt thereof, such Debtor or Persons shall deposit
       the same or cause the  same  to  be  deposited  in  kind,  in  a Blocked
       Account.

       4.6  Events of Default, Etc.  During the period during which an Event of
Default shall have occurred and be continuing:

             (a)    Each  Debtor shall, at the request of the Secured Party  or
       its Representative,  assemble  the  Collateral  and make it available to
       Secured Party or its Representative at  a  place or places designated by
       the Secured Party or its Representative which  are reasonably convenient
       to Secured Party or its Representative, as applicable, and such Debtor;

             (b)    The  Secured  Party  or  its Representative  may  make  any
       reasonable compromise or settlement deemed desirable with respect to any
       of  the  Collateral  and may extend the time  of  payment,  arrange  for
       payment in installments,  or  otherwise  modify  the terms of any of the
       Collateral;

             (c)    The Secured Party shall have all of the rights and remedies
       with  respect  to the Collateral of a secured party  under  the  Uniform
       Commercial Code  (whether  or  not  said  Uniform  Commercial Code is in
       effect in the jurisdiction where the rights and remedies  are  asserted)
       and  such  additional  rights  and remedies to which a secured party  is
       entitled under the laws in effect  in  any jurisdiction where any rights
       and remedies hereunder may be asserted, including without limitation the
       right, to the maximum extent permitted by  law,  to:  (i)  exercise  all
       voting,  consensual  and  other  powers  of  ownership pertaining to the
       Collateral  as  if the Secured Party were the sole  and  absolute  owner
       thereof (and each  Debtor  agrees  to  take  all  such  action as may be
       appropriate to give effect to such right) and (ii) to the appointment of
       a  receiver  or  receivers  for  all  or  any part of the Collateral  or
       business  of  a  Debtor,  whether such receivership  is  incident  to  a
       proposed  sale or sales of such  Collateral  or  otherwise  and  without
       regard to the  value  of the Collateral or the solvency of any person or
       persons liable for the  payment  of  the  Obligations  secured  by  such
       Collateral.   Each  Debtor  hereby  consents  to the appointment of such
       receiver or receivers, waives any and all defenses  to such appointment,
       and agrees that such appointment shall in no manner impair, prejudice or
       otherwise affect the rights of Secured Party under this Agreement.  Each
       Debtor hereby expressly waives notice of a hearing for  appointment of a
       receiver and the necessity for bond or an accounting by the receiver;

             (d)    The Secured Party or its Representative in their discretion
       may,  in  the  name of the Secured Party or in the name of a  Debtor  or
       otherwise, demand,  sue for, collect or receive any money or property at
       any time payable or receivable  on  account of or in exchange for any of
       the Collateral, but shall be under no obligation to do so;

             (e)  The Secured Party or its Representative  may  take  immediate
       possession  and  occupancy  of  any premises owned, used or leased by  a
       Debtor and may exercise all other  rights  and  remedies  of an assignee
       which may be available to the Secured Party;

             (f)    The Secured Party may, upon ten (10) Business  Days'  prior
       written  notice  to  Debtors of the time and place (which notice Debtors
       hereby  agree  is  commercially  reasonable  notification  for  purposes
       hereof), with respect  to the Collateral or any part thereof which shall
       then be or shall thereafter come into the possession, custody or control
       of the Secured Party or its Representative, sell, lease, license, assign
       or otherwise dispose of  all  or  any  part  of such Collateral, at such
       place or places as the Secured Party deems best,  and  for  cash  or for
       credit  or  for  future  delivery  (without  thereby assuming any credit
       risk),  at  public  or private sale, without demand  of  performance  or
       notice of intention to  effect  any  such  disposition or of the time or
       place thereof (except such notice as is required  above or by applicable
       statute and cannot be waived), and the Secured Party  or anyone else may
       be the purchaser, lessee, licensee, assignee or recipient  of any or all
       of the Collateral so disposed of at any public sale (or, to  the  extent
       permitted  by  law,  at  any  private sale) and thereafter hold the same
       absolutely, free from any claim  or  right of whatsoever kind, including
       any right or equity of redemption (statutory  or otherwise), of Debtors,
       any  such  demand,  notice  and right or equity being  hereby  expressly
       waived  and  released.   The  Secured   Party  may,  without  notice  or
       publication, adjourn any public or private  sale or cause the same to be
       adjourned from time to time by announcement at  the time and place fixed
       for the sale, and such sale may be made at any time  or  place  to which
       the sale may be so adjourned; and

             (g)    The  rights,  remedies and powers conferred by this Section
       4.6 are in addition to, and  not  in substitution for, any other rights,
       remedies or powers that the Secured Party may have under any Transaction
       Document, at law, in equity or by or  under  the Uniform Commercial Code
       or any other statute or agreement.  The Secured Party may proceed by way
       of  any action, suit or other proceeding at law  or  in  equity  and  no
       right,  remedy  or  power  of  the Secured Party will be exclusive of or
       dependent on any other.  The Secured  Party  may  exercise  any  of  its
       rights, remedies or powers separately or in combination and at any time.

The  proceeds  of each collection, sale or other disposition under this Section
4.6 shall be applied in accordance with Section 4.9 hereof.

Notwithstanding the foregoing, the Debtors shall not be required to deliver the
fully-executed Mortgages,  Account  Control  Agreements and Additional Security
Documents (each as defined in the Purchase Agreement)  prior  to  the  Mortgage
Delivery Deadline (as defined in the Purchase Agreement).

       4.7    Deficiency.   If  the  proceeds  of  sale,  collection  or  other
realization of  or  upon the Collateral are insufficient to cover the costs and
expenses of such realization  and  the  payment  in  full  of  the Obligations,
Debtors shall remain liable for any deficiency.

       4.8  Private Sale.  Each Debtor recognizes that the Secured Party may be
unable  to  effect a public sale of any or all of the Collateral consisting  of
securities by reason of certain prohibitions contained in the Securities Act of
1933, as amended  (the "Act"), and applicable state securities laws, but may be
compelled to resort  to one or more private sales thereof to a restricted group
of purchasers who will be obliged to agree, among other things, to acquire such
Collateral for their own  account  for  investment  and  not with a view to the
distribution or resale thereof.  Each Debtor acknowledges  and  agrees that any
such  private sale may result in prices and other terms less favorable  to  the
seller  than  if  such  sale  were  a  public  sale  and,  notwithstanding such
circumstances, agrees that any such private sale shall be deemed  to  have been
made in a commercially reasonable manner.  The Secured Party shall be under  no
obligation  to  delay  a  sale  of  any of the Collateral to permit a Debtor to
register such Collateral for public sale  under  the  Act,  or under applicable
state securities laws, even if Debtors would agree to do so.  The Secured Party
shall not incur any liability as a result of the sale of any  such  Collateral,
or  any  part  thereof,  at  any  private  sale  provided for in this Agreement
conducted in a commercially reasonable manner, and  each  Debtor  hereby waives
any  claims  against the Secured Party arising by reason of the fact  that  the
price at which  the  Collateral  may  have been sold at such a private sale was
less than the price which might have been obtained at a public sale or was less
than the aggregate amount of the Obligations, even if the Secured Party accepts
the first offer received and does not offer  the  Collateral  to  more than one
offeree.

       Each Debtor further agrees to do or cause to be done all such other acts
and things as may be necessary to make such sale or sales of any portion or all
of  any  such Collateral valid and binding and in compliance with any  and  all
applicable  laws, regulations, orders, writs, injunctions, decrees or awards of
any and all courts,  arbitrators or governmental instrumentalities, domestic or
foreign, having jurisdiction  over any such sale or sales, all at such Debtor's
expense, provided that Debtors  shall be under no obligation to take any action
to enable any or all of such Collateral  to  be registered under the provisions
of the Act.  Each Debtor further agrees that a  breach  of any of the covenants
contained  in  this Section 4.8 will cause irreparable injury  to  the  Secured
Party, that the  Secured Party has no adequate remedy at law in respect of such
breach and, as a consequence,  agrees that each and every covenant contained in
this Section 4.8 shall be specifically  enforceable  against  Debtors, and each
Debtor  hereby waives and agrees not to assert any defenses against  an  action
for specific  performance  of such covenants except for a defense that no Event
of Default has occurred and is continuing.

       4.9  Application of Proceeds.   The  proceeds of any collection, sale or
other realization of all or any part of the Collateral,  and  any other cash at
the time held by the Secured Party under this Agreement, shall  be  applied  in
the  manner  set  forth  in  the  Notes  (or,  if not so set forth, in a manner
acceptable to, and at the election of, the Secured Party).

       4.10  Attorney-in-Fact.  Each Debtor hereby  irrevocably constitutes and
appoints the Secured Party, with full power of substitution,  as  its  true and
lawful attorney-in-fact with full irrevocable power and authority in the  place
and  stead  of  such  Debtor and in the name of such Debtor or in its own name,
from time to time in the  discretion  of  the Secured Party, for the purpose of
carrying  out the terms of this Agreement, to  take  any  and  all  appropriate
action, and  to execute and deliver any and all documents and instruments which
may be necessary  or  desirable  to  perfect  or  protect any security interest
granted  hereunder,  to  maintain the perfection or priority  of  any  security
interest granted hereunder  and  to  otherwise  accomplish the purposes of this
Agreement and, without limiting the generality of  the  foregoing, hereby gives
the Secured Party the power and right, on behalf of such Debtor, without notice
to or assent by such Debtor, to do the following upon the occurrence and during
the continuation of any Event of Default:

             (a)    to take any and all appropriate action  and  to execute and
       deliver any and all documents and instruments which may be  necessary or
       desirable to accomplish the purposes of this Agreement;

             (b)    to  ask, demand, collect, receive and give acquittance  and
       receipts for any and  all  moneys  due  and  to  become  due  under  any
       Collateral and, in the name of such Debtor or its own name or otherwise,
       to take possession of and endorse and collect any checks, drafts, notes,
       acceptances or other Instruments for the payment of moneys due under any
       Collateral  and  to  file  any  claim  or  to  take  any other action or
       proceeding in any court of law or equity or otherwise deemed appropriate
       by  the  Secured Party for the purpose of collecting any  and  all  such
       moneys due  under  any Collateral whenever payable and to file any claim
       or to take any other  action or proceeding in any court of law or equity
       or otherwise deemed appropriate  by the Secured Party for the purpose of
       collecting any and all such moneys  due  under  any  Collateral whenever
       payable;

             (c)    to pay or discharge charges or liens levied or placed on or
       threatened against the Collateral, to effect any insurance called for by
       the terms of this Agreement and to pay all or any part  of  the premiums
       therefor;

             (d)    to direct any party liable for any payment under any of the
       Collateral to make payment of any and all moneys due, and to  become due
       thereunder, directly to the Secured Party or as the Secured Party  shall
       direct,  and  to  receive payment of and receipt for any and all moneys,
       claims and other amounts  due, and to become due at any time, in respect
       of or arising out of any Collateral;

             (e) to sign and indorse  any  invoices,  freight or express bills,
       bills of lading, storage or warehouse receipts,  drafts against debtors,
       assignments, verifications and notices in connection  with  accounts and
       other Documents constituting or relating to the Collateral;

             (f) to commence and prosecute any suits, actions or proceedings at
       law  or in equity in any court of competent jurisdiction to collect  the
       Collateral or any part thereof and to enforce any other right in respect
       of any Collateral;

             (g)  to  defend  any  suit, action or proceeding brought against a
       Debtor with respect to any Collateral;

             (h) to settle, compromise or adjust any suit, action or proceeding
       described above and, in connection therewith, to give such discharges or
       releases as the Secured Party may deem appropriate;

             (i) to the extent that  a  Debtor's authorization given to Section
       4.1(b)  of  this  Agreement is not sufficient  to  file  such  financing
       statements with respect to this Agreement, with or without such Debtor's
       signature, or to file  a photocopy of this Agreement in substitution for
       a financing statement, as  the Secured Party may deem appropriate and to
       execute in such Debtor's name  such  financing statements and amendments
       thereto  and continuation statements which  may  require  such  Debtor's
       signature; and

             (j)  generally  to sell, transfer, pledge, make any agreement with
       respect to or otherwise  deal  with  any  of the Collateral as fully and
       completely as though the Secured Party were  the absolute owners thereof
       for all purposes, and to do, at the Secured Party's  option  and at such
       Debtor's expense, at any time, or from time to time, all acts and things
       which the Secured Party reasonably deems necessary to protect,  preserve
       or realize upon the Collateral and the Secured Party's lien therein,  in
       order  to  effect  the  intent  of  this  Agreement,  all  as  fully and
       effectively as such Debtor might do.

       Each  Debtor  hereby ratifies, to the extent permitted by law, all  that
such attorneys lawfully  do or cause to be done by virtue hereof.  The power of
attorney granted hereunder  is  a  power  coupled with an interest and shall be
irrevocable until the Obligations are indefeasibly paid in full in cash.

       Each Debtor also authorizes the Secured  Party,  at  any  time  from and
after  the occurrence and during the continuation of any Event of Default,  (x)
to communicate  in  its  own name with any party to any Contract with regard to
the assignment of the right, title and interest of such Debtor in and under the
Contracts hereunder and other  matters  relating thereto and (y) to execute, in
connection with any sale of Collateral provided  for in Section 4.5 hereof, any
endorsements, assignments or other instruments of  conveyance  or transfer with
respect to the Collateral.

       4.11   Perfection.   Prior  to  or  concurrently with the execution  and
delivery of this Agreement, each Debtor shall:

             (a) file such financing statements,  assignments  for security and
       other  documents in such offices as may be necessary or as  the  Secured
       Party  or  the  Representative  may  request  to  perfect  the  security
       interests granted by Section 3 of this Agreement;

             (b)  at  Secured  Party's request, deliver to the Secured Party or
       its Representative the originals  of  all Instruments, together with, in
       the case of Instruments constituting promissory notes, allonges attached
       thereto showing such promissory notes to  be  payable  to the order of a
       blank payee; and

             (c)  at Secured Party's request, deliver to the Secured  Party  or
       its  Representative  the  originals  of  all  Motor Vehicle titles, duly
       endorsed indicating the Secured Party's interest therein as lienholder.

       4.12  Termination.  This Agreement and the Liens  and security interests
granted  hereunder shall not terminate until the termination  of  the  Purchase
Agreement,  the Replacement Override Conveyances and the Notes and the full and
complete performance  and  indefeasible satisfaction of all of the Obligations,
whereupon the Secured Party  shall  forthwith cause to be assigned, transferred
and  delivered,  against  receipt  but  without   any   recourse,  warranty  or
representation  whatsoever,  any remaining Collateral to or  on  the  order  of
Debtors.  The Secured Party shall also execute and deliver to Debtors upon such
termination and at Debtors' expense  such  Uniform  Commercial Code termination
statements, certificates for terminating the liens on  the  Motor  Vehicles (if
any), and such other documentation as shall be reasonably requested  by Debtors
to  effect  the termination and release of the Liens and security interests  in
favor of the Secured Party affecting the Collateral.

       4.13   Further  Assurances.  (a) At any time and from time to time, upon
the written request of the Secured Party or its Representative, and at the sole
expense of Debtors, Debtors  will promptly and duly execute and deliver any and
all such further instruments,  documents  and  agreements and take such further
actions as the Secured Party or its Representative  may  reasonably  require in
order  for the Secured Party to obtain the full benefits of this Agreement  and
of the rights  and  powers  herein  granted  in  favor  of  the  Secured Party,
including,  without  limitation,  using  Debtors'  best  efforts to secure  all
consents  and  approvals  necessary  or appropriate for the assignment  to  the
Secured Party of any Collateral held by  Debtors  or  in which a Debtor has any
rights  not  heretofore assigned, the filing of any financing  or  continuation
statements under  the  Uniform  Commercial  Code  with respect to the liens and
security  interests  granted  hereby, transferring Collateral  to  the  Secured
Party's possession (if a security  interest in such Collateral can be perfected
by possession), placing the interest  of the Secured Party as lienholder on the
certificate of title of any Motor Vehicle  and  obtaining waivers of liens from
landlords and mortgagees.  Each Debtor also hereby authorizes the Secured Party
and  its Representative to file any such financing  or  continuation  statement
without the signature of such Debtor to the extent permitted by applicable law.

       (b)   Upon  the  request of the Secured Party, each Debtor shall procure
insurers' acknowledgments of any assignments of key man life insurance policies
which may be assigned to  the  Secured  Party  as  additional  security for the
Obligations (if any) and will take all such further action as required  by  any
insurer or the Secured Party in connection with any such assignment.

       4.14   Limitation on Duty of Secured Party.  The powers conferred on the
Secured Party under  this  Agreement  are solely to protect the Secured Party's
interest on behalf of itself and the Buyers  in  the  Collateral  and shall not
impose  any duty upon it to exercise any such powers.  The Secured Party  shall
be accountable  only  for  amounts that it actually receives as a result of the
exercise of such powers and  neither  the  Secured Party nor its Representative
nor any of their respective officers, directors,  employees  or agents shall be
responsible  to  Debtors  for  any  act  or failure to act, except for  willful
misconduct.   Without  limiting  the  foregoing,  the  Secured  Party  and  any
Representative shall be deemed to have exercised reasonable care in the custody
and preservation of the Collateral in their  possession  if  such Collateral is
accorded treatment substantially equivalent to that which the  relevant Secured
Party  or  any  Representative,  in  its individual capacity, accords  its  own
property consisting of the type of Collateral involved, it being understood and
agreed that neither the Secured Party  nor  any  Representative  shall have any
responsibility  for  taking  any  necessary  steps  (other than steps taken  in
accordance  with  the  standard  of care set forth above)  to  preserve  rights
against any Person with respect to any Collateral.

       Also  without limiting the generality  of  the  foregoing,  neither  the
Secured Party  nor  any  Representative  shall have any obligation or liability
under any Contract or license by reason of  or arising out of this Agreement or
the granting to the Secured Party of a security  interest therein or assignment
thereof  or  the  receipt  by the Secured Party or any  Representative  of  any
payment relating to any Contract  or  license  pursuant  hereto,  nor shall the
Secured Party or any Representative be required or obligated in any  manner  to
perform  or  fulfill any of the obligations of Debtors under or pursuant to any
Contract or license,  or  to make any payment, or to make any inquiry as to the
nature or the sufficiency of  any  payment received by it or the sufficiency of
any performance by any party under any  Contract  or  license, or to present or
file any claim, or to take any action to collect or enforce  any performance or
the payment of any amounts which may have been assigned to it  or  to  which it
may be entitled at any time or times.

       Section 5.  Miscellaneous.

       5.1   No Waiver.  No failure on the part of the Secured Party or any  of
its Representatives  to exercise, and no course of dealing with respect to, and
no delay in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall  any  single or partial exercise by the Secured Party
or any of its Representatives of  any right, power or remedy hereunder preclude
any other or further exercise thereof or the exercise of any other right, power
or remedy.  The rights and remedies  hereunder  provided are cumulative and may
be exercised singly or concurrently, and are not  exclusive  of  any rights and
remedies provided by law.

       5.2  Governing Law.  All questions concerning the construction, validity
enforcement  and  interpretation  of  this Agreement shall be governed  by  and
construed in accordance with the internal  laws  and  decisions of the State of
New  York,  without  giving  effect  to any choice of law or  conflict  of  law
provision or rule (whether of the State  of New York or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of New York.

       5.3   Notices.   All notices, approvals,  requests,  demands  and  other
communications hereunder shall be delivered or made in the manner set forth in,
and shall be effective in accordance with the terms of, the Purchase Agreement;
provided, that, to the extent  any such communication (i) is being made or sent
to a Debtor that is not the Company,  such  communication shall be effective as
to such Debtor if made or sent to the Company  in accordance with the foregoing
or (ii) is being made or sent to Secured Party,  such  communication  shall  be
made  to Secured Party at the address set forth below Secured Party's signature
hereto.  Debtors and Secured Party may change their respective notice addresses
by written  notice  given  to  each  other  party  five  (5)  days prior to the
effectiveness of such change.

       5.4   Amendments,  Etc.   The  terms  of  this Agreement may be  waived,
altered or amended only by an instrument in writing duly executed by the Debtor
sought  to be charged or benefited thereby and the  Secured  Party.   Any  such
amendment  or  waiver  shall  be  binding upon the Secured Party and the Debtor
sought to be charged or benefited thereby  and  their respective successors and
assigns.

       5.5  Successors and Assigns.  This Agreement  shall  be binding upon and
inure to the benefit of the respective successors and assigns  of  each  of the
parties  hereto,  provided,  that no Debtor shall assign or transfer its rights
hereunder without the prior written  consent  of  the  Secured  Party.  Secured
Party,  in  such capacity as collateral agent, may assign its rights  hereunder
without the consent of Debtors, in which event such assignee shall be deemed to
be Secured Party hereunder with respect to such assigned rights.

       5.6  Counterparts; Headings.  This Agreement may be authenticated in any
number of counterparts,  all  of  which taken together shall constitute one and
the  same  instrument  and any of the  parties  hereto  may  authenticate  this
Agreement by signing any such counterpart.  This Agreement may be authenticated
by manual signature, facsimile  or,  if  approved  in writing by Secured Party,
electronic means, all of which shall be equally valid.  The  headings  in  this
Agreement  are  for  convenience  of  reference  only  and  shall  not alter or
otherwise affect the meaning hereof.

       5.7  Severability.  If any provision hereof is invalid and unenforceable
in  any  jurisdiction,  then,  to the fullest extent permitted by law, (a)  the
other  provisions  hereof  shall remain  in  full  force  and  effect  in  such
jurisdiction and shall be liberally construed in favor of the Secured Party and
its Representative in order  to  carry out the intentions of the parties hereto
as nearly as may be possible and (b)  the invalidity or unenforceability of any
provision  hereof  in  any  jurisdiction  shall  not  affect  the  validity  or
enforceability of such provision in any other jurisdiction.

       5.9  SUBMISSION TO JURISDICTION; WAIVER  OF  VENUE;  SERVICE OF PROCESS.
(A)   EACH DEBTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE  JURISDICTION
OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE CITY OF NEW
YORK, BOROUGH  OF  MANHATTAN,  IN  ANY  ACTION  OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT AND EACH DEBTOR HEREBY  IRREVOCABLY  AGREES THAT ALL
CLAIMS  IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED  IN
ANY SUCH  COURT  AND  IRREVOCABLY  WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT,  ACTION  OR PROCEEDING BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.   NOTHING HEREIN SHALL LIMIT
THE  RIGHT  OF SECURED PARTY TO BRING PROCEEDINGS AGAINST  ANY  DEBTOR  IN  THE
COURTS OF ANY  OTHER JURISDICTION.  ANY JUDICIAL PROCEEDING BY A DEBTOR AGAINST
SECURED PARTY OR  ANY  AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTION WITH THIS AGREEMENT
SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK .

       (B)   EACH DEBTOR DESIGNATES AND APPOINTS CT CORPORATION SYSTEM AND SUCH
OTHER PERSONS AS MAY HEREAFTER BE SELECTED BY IT (AFTER PRIOR WRITTEN NOTICE TO
SECURED PARTY) WHICH IRREVOCABLY  AGREES IN WRITING TO SO SERVE AS ITS AGENT TO
RECEIVE ON ITS BEHALF SERVICE OF ALL  PROCESS  IN  ANY  SUCH PROCEEDINGS IN ANY
SUCH  COURT,  SUCH  SERVICE  BEING  HEREBY ACKNOWLEDGED BY EACH  DEBTOR  TO  BE
EFFECTIVE AND BINDING SERVICE IN EVERY  RESPECT.  A COPY OF ANY SUCH PROCESS SO
SERVED  SHALL  BE MAILED BY REGISTERED MAIL  TO  SUCH  DEBTOR  AT  ITS  ADDRESS
PROVIDED IN THIS AGREEMENT EXCEPT THAT, UNLESS OTHERWISE PROVIDED BY APPLICABLE
LAW, ANY FAILURE  TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF
PROCESS.  IF ANY AGENT  APPOINTED  BY  A DEBTOR REFUSES TO ACCEPT SERVICE, SUCH
DEBTOR HEREBY AGREES THAT SERVICE UPON IT  BY  MAIL SHALL CONSTITUTE SUFFICIENT
NOTICE.  NOTHING HEREIN SHALL AFFECT THE RIGHT TO  SERVE  PROCESS  IN ANY OTHER
MANNER PERMITTED BY LAW.

       5.10   WAIVER OF RIGHT TO TRIAL BY JURY.  EACH DEBTOR AND SECURED  PARTY
EACH WAIVE THEIR  RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR  ARISING  OUT  OF  OR  RELATED  TO  THIS  AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION
OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY  OR  PARTIES,
WHETHER  WITH  RESPECT  TO  CONTRACT  CLAIMS, TORT CLAIMS, OR OTHERWISE.   EACH
DEBTOR AND SECURED PARTY AGREE THAT ANY  SUCH CLAIM OR CAUSE OF ACTION SHALL BE
TRIED BY A COURT TRIAL WITHOUT A JURY.  WITHOUT  LIMITING  THE  FOREGOING,  THE
PARTIES  FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED
BY OPERATION   OF  THIS  SECTION  AS  TO  ANY  ACTION,  COUNTERCLAIM  OR  OTHER
PROCEEDING  WHICH  SEEKS,  IN  WHOLE  OR  IN PART, TO CHALLENGE THE VALIDITY OR
ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION  HEREOF.   THIS  WAIVER SHALL
APPLY  TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS  TO
THIS AGREEMENT.

       5.11  Joint  and  Several.  The obligations, covenants and agreements of
Debtors hereunder shall be  the  joint  and  several obligations, covenants and
agreements of each Debtor, whether or not specifically stated herein.

       5.12  Collateral Agent.  (a)Each  of  the   Buyers   hereby  irrevocably
appoints and authorizes the Secured Party to act as collateral  agent hereunder
(the "Collateral Agent"), to enter into each of the instruments,  documents and
agreements,  including  any  pledge  agreement, guaranty, financing statements,
mortgage,  Account  Control  Agreement  or   any   other   Security   Documents
(collectively with this Agreement, the "Financing Documents"), to which it is a
party as agent (including as a collateral agent) on Buyers' behalf and  to take
such  actions  as  Collateral  Agent  on  Buyers'  behalf  under  the Financing
Documents  and  to  exercise such powers under the Financing Documents  as  are
delegated to Collateral  Agent  (as  agent,  secured party or otherwise) by the
terms  thereof,  together  with all such powers as  are  reasonably  incidental
thereto.  The Collateral Agent  shall  take  such  action  under this Agreement
and/or any other Transaction Documents as the Collateral Agent shall reasonably
be directed by Buyers in accordance with the terms of the Transaction Documents
(and,  in  any event, as reasonably directed by written direction  of  Majority
Buyers).  Secured  Party is authorized and empowered to amend, modify, or waive
any provisions of this  Agreement  or the other Financing Documents to which it
is  a  party or which run in its favor  on  behalf  of  the  Buyers;  provided,
however,  that  the  parties  hereto  hereby  agree  that  no  such  amendment,
modification or waiver shall be effective without the unanimous written consent
of  the  Buyers.  Each Buyer hereby assigns to Secured Party, without recourse,
representation  or warranty of any kind whatsoever, all of its right, title and
interest in and to  any  Liens  and  security  interests  granted to such Buyer
pursuant to the Original Security Agreements.

       (b)   Whether  or  not  the  transactions contemplated hereby  shall  be
consummated, upon demand therefor, the  Buyers  shall  indemnify the Collateral
Agent (to the extent not reimbursed by or on behalf of the  Company and without
limiting the obligation of the Company to do so), ratably (based  on  the ratio
of the amount of Obligations a Buyer holds to the aggregate Obligations held by
all  Buyers)  from  and  against  any and all liabilities, obligations, losses,
damages,   penalties,   actions,  judgments,   suits,   costs,   expenses   and
disbursements of any kind whatsoever, including, for purposes of clarification,
all taxes, which may at any  time  (including at any time following the payment
in  full of the Notes and the termination  or  resignation  of  the  Collateral
Agent)  be  imposed on, incurred by or asserted against the Collateral Agent in
any way relating  to  or  arising  out of this Agreement, any other Transaction
Document or any document contemplated  hereby  or  referred  to  herein  or the
transactions  contemplated hereby or thereby or any action taken or omitted  by
the Collateral  Agent  under  or  in  connection  with  any  of  the foregoing;
provided,  however,  that  Buyers  shall not be liable for the payment  to  the
Collateral  Agent  of  any portion of such  liabilities,  obligations,  losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting  solely from the  Collateral  Agent's  gross  negligence  or  willful
misconduct.   In  addition,  Buyers  shall  reimburse the Collateral Agent upon
demand for its ratable share (based on the ratio of the amount of Obligations a
Buyer holds to the aggregate Obligations held  by  all  Buyers) of any costs or
out-of-pocket expenses (including attorney costs) incurred  by  the  Collateral
Agent  in connection with the preparation, execution, delivery, administration,
modification,  amendment  or  enforcement  (whether through negotiations, legal
proceedings  or  otherwise)  of,  or  legal advice  in  respect  of  rights  or
responsibilities under, this Agreement,  any other Transaction Document, or any
document contemplated hereby or referred to  herein  to  the  extent  that  the
Collateral  Agent  is  not  reimbursed for such expenses by or on behalf of the
Company.  Without limiting the generality of the foregoing, if any Governmental
Authority of any jurisdiction asserts a claim that the Collateral Agent did not
properly withhold tax from amounts  paid  to  or  for  the  account  of a Buyer
(because the appropriate form was not delivered, was not properly executed,  or
because  such  Buyer  failed  to  notify  the  Collateral  Agent of a change in
circumstances which rendered the exemption from, or reduction  of,  withholding
tax  ineffective,  or  for  any  other  reason),  Buyers  shall  indemnify  the
Collateral  Agent  fully  for  all amounts paid, directly or indirectly, by the
Collateral Agent as tax or otherwise,  including  penalties  and  interest, and
including any taxes imposed by any jurisdiction on the amounts payable  to  the
Collateral  Agent  under  this Section 5.12(b), together with all related costs
and  expenses (including attorney  costs).   The  obligation  of Buyers in this
Section 5.12(b) shall survive the payment of all Obligations.

       (c)   The  Collateral  Agent  shall  not be deemed to have knowledge  or
notice of the occurrence of any Event of Default  or  any  event  that with the
giving of notice or passage of time would constitute an Event of Default unless
the Collateral Agent shall have received written notice from Buyers  describing
such  Event  of  Default or event that with the giving of notice or passage  of
time would constitute  an  Event  of  Default and stating that such notice is a
"notice  of default".  Upon the occurrence  and  continuance  of  an  Event  of
Default, or  an  event  that with the giving of notice or passage of time would
constitute an Event of Default,  the  Collateral  Agent  shall take such action
under  this Agreement and/or any other Transaction Documents  with  respect  to
such Event  of  Default  or  event that with the giving of notice or passage of
time would constitute an Event  of Default as Collateral Agent shall reasonably
be directed by Buyers in accordance with the terms of the Transaction Documents
(and, in any event, as reasonably  directed  by  written  direction of Majority
Buyers);  provided  that,  unless  and  until the Collateral Agent  shall  have
received such directions, the Collateral  Agent may (but shall not be obligated
to) take such action, or refrain from taking  such action, with respect to such
Event of Default or event that with the giving  of  notice  or  passage of time
would  constitute  an  Event  of  Default  as  the Collateral Agent shall  deem
advisable in the best interests of Buyers.  In taking such action or refraining
from taking such action without specific direction  from Buyers, the Collateral
Agent shall use the same degree of care and skill as  a  prudent  person  would
exercise  or  use  under  the circumstances in the conduct of such person's own
affairs.

       (d)   Nothing in this Section 5.12 shall be deemed to limit or otherwise
affect the rights of Secured Party or Buyers to exercise any remedy provided in
this Agreement or any other Transaction Document.

       (e)   The Collateral Agent may resign from the performance of all of its
functions and duties hereunder  and/or under the other Transaction Documents at
any time by giving thirty (30) Business  Days'  prior written notice to Buyers.
Such  resignation  shall  take  effect  upon  the appointment  of  a  successor
Collateral Agent pursuant to clause (f) below or as otherwise provided below.

       (f)   Upon  (i)  Buyers'  receipt  of a notice  of  resignation  by  the
Collateral Agent in accordance with clause (e) above, or (ii) written notice by
Buyers  to  Collateral  Agent  of  Buyers'  election  to  remove  the  existing
Collateral Agent and appoint a successor Collateral  Agent,  Buyers  shall have
the  right to appoint a successor Collateral Agent.  Upon the acceptance  of  a
successor's  appointment  as  Collateral  Agent  hereunder  and  notice of such
acceptance  to the retiring Collateral Agent, such successor shall  succeed  to
and become vested  with all of the rights, powers, privileges and duties of the
retiring  (or  retired)  Collateral  Agent,  the  retiring  Collateral  Agent's
resignation shall  become  immediately  effective  and  the retiring Collateral
Agent shall be discharged from all of its duties and obligations  hereunder and
under  the  other  Transaction  Documents (if such resignation was not  already
effective and such duties and obligations  not  already discharged, as provided
below in this paragraph).  If no such successor shall have been so appointed by
Buyers and shall have accepted such appointment within  thirty  (30) days after
the  retiring Collateral Agent gives notice of its resignation or  Buyers  give
notice  of  their  election  to replace the retiring Collateral Agent, then the
retiring Collateral Agent may, on behalf of Buyers (but without any obligation)
appoint a successor Collateral  Agent  without the consent of Buyers.  From and
following the expiration of such thirty (30) day period, Collateral Agent shall
have the exclusive right without any Person's  consent,  upon  one (1) Business
Days'   notice  to  Buyers,  to  make  its  resignation  or  removal  effective
immediately.   From  and  following  the  effectiveness of such notice, (i) the
retiring Collateral Agent shall be discharged  from  its duties and obligations
hereunder  and  under  the other Transaction Documents and  (ii)  all  actions,
payments, communications  and  determinations  provided  to  be  made by, to or
through Collateral Agent shall instead be made by or to Buyers directly,  until
such  time  as  Buyers appoint a Collateral Agent as provided for above in this
paragraph.  The provisions  of  this Agreement shall continue in effect for the
benefit  of  any  retiring  Collateral  Agent  and  its  sub-agents  after  the
effectiveness of its resignation  or  removal  hereunder  and  under  the other
Transaction Documents in respect of any actions taken or omitted to be taken by
any of them while the retiring Collateral Agent was acting or was continuing to
act as Collateral Agent.

       (g)   If  pursuant  to  any  Financing Document the Collateral Agent  is
given the discretion to allocate proceeds received by Collateral Agent pursuant
to the exercise of  remedies under the  Financing  Documents  or  at  law or in
equity  (including  without  limitation  with  respect  to any secured creditor
remedies  exercised  against  the Collateral and any other collateral  security
provided for under any Financing  Document),  Collateral Agent shall apply such
proceeds to the then outstanding Obligations in the following order of priority
(with amounts received being applied in the numerical  order  set  forth  below
until  exhausted  prior  to the application to the next succeeding category and
each of the Buyers or other Persons entitled to payment shall receive an amount
equal to its pro rata share  of  amounts  available  to  be applied pursuant to
clauses second, third and fourth below):

             first,   to  payment  of  fees,  costs  and  expenses   (including
       reasonable attorney's fees) owing to the Collateral Agent;

             second, to  payment of all accrued unpaid interest and fees (other
       than fees owing to Collateral Agent) on the Obligations;

             third, to payment of principal of the Obligations;

             fourth,  to  payment  of  any  other  amounts  owing  constituting
       Obligations; and

             fifth, any remainder  shall  be  for  the  account  of and paid to
       whoever may be lawfully entitled thereto.

       5.13  No Strict Construction.  The language used in this Agreement  will
be  deemed  to  be  the  language chosen by the parties to express their mutual
intent, and no rules of strict construction will be applied against any party.

       5.14  Entire Agreement; Amendments.  This Agreement supersedes all other
prior oral or written agreements between each Debtor, Secured Party, the Buyers
and their affiliates and persons  acting  on  their  behalf with respect to the
matters discussed herein, and this Agreement and the Transaction  Documents and
instruments  referenced herein and therein contain the entire understanding  of
the parties with respect to the matters covered herein and therein.

       5.15  Amendment and Restatement.       This  Agreement,  taken  together
with  the Pledge Agreement dated as of the date hereof executed by Company  and
STO Operating  in  favor  of  Secured  Party,  amends and restates the Original
Security Agreements in their entirety and shall  not  be deemed to constitute a
novation of the Original Security Agreements or any obligations  of  any Debtor
thereunder.   Each  Debtor  acknowledges, ratifies, confirms and reaffirms  the
grant of Liens and security interests granted pursuant to the Original Security
Agreements, and acknowledges and agrees that (i) all of such Liens and security
interests are intended and shall  be  deemed  and  construed  to secure, to the
fullest  extent  set  forth  therein,  all  now existing and hereafter  arising
Obligations and (ii) all of such Liens and security  interests  shall  continue
hereunder in favor of Secured Party uninterrupted from the date of the original
grant thereof.







                                       #

60626080

<PAGE>




       IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this Security
Agreement to be duly executed and delivered as of the day and year  first above
written.

                                        DEBTORS:

                                        SOUTH   TEXAS  OIL  COMPANY,  a  Nevada
                                        corporation

                                        By:_______________________________
                                        Name:_____________________________
                                        Title: ______________________________
                                        FEIN:_____________________________

                                        SOUTHERN  TEXAS  OIL  COMPANY,  a Texas
                                        corporation

                                        By:_______________________________
                                        Name:_____________________________
                                        Title: ______________________________
                                        FEIN:_____________________________

                                        STO    OPERATING   COMPANY,   a   Texas
                                        corporation

                                        By:_______________________________
                                        Name:_____________________________
                                        Title: ______________________________
                                        FEIN:_____________________________

                                        STO PROPERTIES  LLC,  a  Texas  limited
                                        liability company

                                        By:_______________________________
                                        Name:_____________________________
                                        Title: ______________________________
                                        FEIN:_____________________________

                                        STO    DRILLING    COMPANY,   a   Texas
                                        corporation

                                        By:_______________________________
                                        Name:_____________________________
                                        Title: ______________________________
                                        FEIN:_____________________________








60626080

<PAGE>






                                        SECURED PARTY:

                                        VIKING   ASSET   MANAGEMENT,   LLC,   a
                                        California limited  liability  company,
                                        in its capacity as Collateral Agent for
                                        the Buyers

                                        By:________________________________
                                        Name:______________________________

Title: _______________________________

                                        Notice Address:

                                        Viking Asset Management, LLC
                                        600 Montgomery Street, 44th Floor
                                        San Francisco, California 94111
                                        Attention:  Michael Rudolph
                                        Telecopy:  (415) 981-5301

                                        and

                                        Viking Asset Management, LLC
                                        10 Glenville Street, 3rd Floor
                                        Greenwich, Connecticut 06831
                                        Attention:  Robert J. Brantman





60626080

<PAGE>




                                        BUYERS:

                                        Solely for the purposes of Section 5.12

                                        LONGVIEW MARQUIS MASTER FUND, L.P.,
                                        a British Virgin Islands limited
                                        partnership

                                        By: Viking Asset Management, LLC
                                        Its:  Investment Advisor

                                        By:________________________________
                                        Name: S. Michael Rudolph
                                        Title:Chief Financial Officer


                                        THE LONGVIEW FUND, L.P.,
                                        a California limited partnership

                                        By: Viking Asset Management, LLC
                                        Its:  Investment Adviser

                                        By:________________________________
                                        Name: S. Michael Rudolph
                                        Title:Chief Financial Officer






<PAGE>



                                   EXHIBIT A

                                Form of Joinder
                   Joinder to Subsidiary Security Agreement

       The  undersigned,  ______________________________,  hereby joins in  the
execution of that certain Amended and Restated Security Agreement  dated  as of
April  1, 2008 (the "Security Agreement"), by South Texas Oil Company, a Nevada
corporation  ("Company"),  Southern  Texas  Oil  Company,  a  Texas corporation
("Southern Texas"), STO Operating Company, a Texas corporation  formerly  known
as  Leexus  Operating  Company  ("STO  Operating"), STO Properties LLC, a Texas
limited liability company ("STO Properties"),  STO  Drilling  Company,  a Texas
corporation,  the  Buyers  (as  defined  therein),  and  each other Person that
becomes  a Debtor thereunder after the date hereof and pursuant  to  the  terms
thereof, to  and  in  favor of Viking Asset Management, LLC, in its capacity as
agent for the Buyers.  By executing this Joinder, the undersigned hereby agrees
that it is a Debtor thereunder  and  agrees to be bound by all of the terms and
provisions of the Security Agreement.

       The undersigned represents and warrants to Secured Party that:

       (a)   all of the Equipment, Inventory  and Goods owned by such Debtor is
located at the places as specified on Schedule I attached hereto;

       (b)   except as disclosed on Schedule I,  none  of such Collateral is in
the possession of any bailee, warehousemen, processor or consignee;

       (c)   the chief place of business, chief executive office and the office
where  such  Debtor  keeps  its  books  and records are located  at  the  place
specified on Schedule I;

       (d)   such Debtor (including any Person  acquired  by  such Debtor) does
not do business or has not done business during the past five years  under  any
tradename or fictitious business name, except as disclosed on Schedule II;

       (e)   all  Copyrights,  Patents  and Trademarks owned by the undersigned
are listed in Schedules III, IV and V, respectively;

       (f)   all Deposit Accounts, securities  accounts, brokerage accounts and
other  similar  accounts  maintained  by  such  Debtor,   and   the   financial
institutions at which such accounts are maintained, are listed on Schedule VI;

       (g)   all  Commercial  Tort Claims of such Debtor are listed on Schedule
VII;

       (h)   all interests in real  property  and  mining  rights  held by such
Debtor are listed on Schedule VIII;

       (i)   all Equipment (including Motor Vehicles) owned by such debtors are
listed on Schedule IX; and

       (j)   all  other  representations and warranties made by the Debtors  in
the Security Agreement are true, complete and correct in all respects as of the
date hereof.

                                        ________________, a _____ corporation


                                        By:______________________________
                                        Title:___________________________
                                        FEIN:____________________________



<PAGE>


                                  SCHEDULE B

<TABLE>
<CAPTION>

         BUYER'S NAME                             BUYER'S ADDRESS
                                                AND FACSIMILE NUMBER
<S>                            <C>


       The Longview Fund, L.P.       600 Montgomery Street, 44th Floor, San Francisco,
                                     CA  94111

       Longview Marquis Master       600 Montgomery Street, 44th Floor, San Francisco,
       Fund, L.P.                    CA  94111



</TABLE>