<PAGE>   1
                                                                  EXHIBIT 10.21


                          EXECUTIVE SEVERANCE AGREEMENT
                        EQUITY CORPORATION INTERNATIONAL
                            EFFECTIVE AUGUST 14, 1997




<PAGE>   2




                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

    Article       Section                                                                               Page
<S>  <C>           <C>         <C>                                                                       <C>
     1                         Definitions                                                                1
                               -----------


     2                         Severance Benefits

                   2.1         Right to Severance Benefits                                                6
                   2.2         Description of Severance Benefits                                          7
                   2.3         Termination for Total and Permanent Disability                             7
                   2.4         Termination for Retirement or Death                                        7
                   2.5         Termination for Cause or by the Executive Other                            8
                               Than for Good Reason
                   2.6         Notice of Termination                                                      8

     3                         Form and Timing of Severance Benefits

                   3.1         Form and Timing of Severance Benefits                                      8
                   3.2         Withholding of Taxes                                                       8

     4                         Tax Indemnity

                   4.1         Limitation on Termination Payment                                          8
                   4.2         Subsequent Imposition of Excise Tax                                       10

     5                         The Company's Payment Obligation

                   5.1         Payment Obligations Absolute                                              10
                   5.2         Contractual Rights to Benefits                                            10

     6                         Term of Agreement

                   6.1         Term                                                                      11

     7                         Arbitration and Legal Fees

                   7.1         Arbitration                                                               11
                   7.2         Payment of Expenses and Legal Fees                                        11

     8                         Successors

                   8.1         Company's Successors                                                      11
                   8.2         Executive's Successors                                                    12


</TABLE>

<PAGE>   3
                           TABLE OF CONTENTS (CONT'D)

<TABLE>
<CAPTION>



   Article        Section                                                                               Page
<S>  <C>           <C>         <C>                                                                       <C>
     9                         Miscellaneous

                   9.1         Employment Status                                                         12
                   9.2         Beneficiaries                                                             12
                   9.3         Entire Agreement                                                          12
                   9.4         Gender and Number                                                         12
                   9.5         Severability                                                              12
                   9.6         Modification                                                              13
                   9.7         Applicable Law                                                            13

</TABLE>



<PAGE>   4




                          EXECUTIVE SEVERANCE AGREEMENT

THIS AGREEMENT is made and entered into as of 14th day of August, 1997, by and
between Equity Corporation International, a Delaware corporation (hereinafter
referred to as the "Company") and _________________________ (hereinafter
referred to as the "Executive").


                              W I T N E S S E T H:

         WHEREAS, the Board of Directors of the Company has approved the Company
entering into severance agreements with certain key executives of the Company;

         WHEREAS, the Executive is a key executive of the Company;

         WHEREAS, should the possibility of a Change-in-Control of the Company
arise, the Board believes it imperative that the Company and the Board should be
able to rely on the Executive to continue in the Executive's position and
receive and rely on the Executive's advice, if it requests it, as to the best
interests of the Company and its shareholders without concern that the Executive
might be distracted by the personal uncertainties and risks created by the
possibility of a Change-in-Control; and

         WHEREAS, the Executive and the Company desire that the terms of this
Agreement shall be in addition to the provisions set forth in the Executive's
post-employment consulting agreement regarding the Executive's entitlement to
payments for the promise to render consulting services for a period of time
following termination of employment with the Company;

         NOW THEREFORE, to assure the Company that it will have the continued
dedication of the Executive and the availability of the Executive's advice and
counsel notwithstanding the possibility, threat, or occurrence of a
Change-in-Control of the Company, to induce the Executive to remain in the
employ of the Company, and for other good and valuable consideration, the
Company and the Executive agree as follows:


                             Article 1. Definitions

Whenever used in this Agreement, the following capitalized terms shall have the
meanings set forth below:

         (a)      "Agreement" means this Executive Severance Agreement.

         (b)      "Base Salary" means the salary of record paid to the Executive
                  as annual salary, excluding amounts received under incentive
                  or other bonus plans, whether or not deferred.




<PAGE>   5




         (c)      "Beneficial Owner" shall have the meaning ascribed to such
                  term in Rule 13d-3 of the General Rules and Regulations under
                  the Exchange Act.

         (d)      "Beneficiary" means the persons or entities designated or
                  deemed designated by the Executive pursuant to Section 9.2.

         (e)      "Board" means the Board of Directors of the Company.

         (f)      "Cause" shall be determined by the Committee, in good faith,
                  and shall mean the occurrence of any one or more of the
                  following:

                  (i)       The Executive's willful and continued failure to
                            substantially perform the Executive's duties
                            (other than any such failure resulting from the
                            Executive's Disability) after a written demand for
                            substantial performance has been delivered by the
                            Committee to the Executive that specifically
                            identifies the manner in which the Committee
                            believes that the Executive has not substantially
                            performed the Executive's duties, and the Executive
                            fails to remedy such failure within thirty (30)
                            calendar days after receiving such notice; or

                  (ii)      The Executive's conviction (including a trial, plea
                            of guilty or plea of nolo contendere) for committing
                            an act of fraud, embezzlement, theft, or other act
                            constituting a felony; or

                  (iii)     The Executive's willful and continued engagement in
                            gross misconduct or willful and continued violation
                            of a Company policy which is materially and
                            demonstrably injurious to the Company after a
                            written demand to cease such misconduct or violation
                            has been delivered by the Committee to the Executive
                            that specifically identifies the manner in which the
                            Committee believes that the Executive has violated
                            this Paragraph (iii), and the Executive fails to
                            cease such misconduct or violation and remedy any
                            injury suffered by the Company as a result thereof
                            within thirty (30) calendar days after receiving
                            such notice. However, no act or failure to act, on
                            the Executive's part shall be considered "willful"
                            unless done, or omitted to be done, by the Executive
                            not in good faith and without reasonable belief that
                            the Executive's action or omission was in the best
                            interest of the Company.

         (g)      "Change-in-Control" of the Company shall be deemed to have
                  occurred as of the first day that any one or more of the
                  following events occurs on or following the effective date of
                  this Agreement:

                  (i)       Any Person (other than those Persons in control of
                            the Company on the Effective Date of this Agreement,
                            a trustee or other fiduciary holding


                                     Page 2

<PAGE>   6




                            securities under an employee benefit plan of the
                            Company, or a corporation owned directly or
                            indirectly by the stockholders of the Company in
                            substantially the same proportions as their
                            ownership of stock of the Company) becomes the
                            Beneficial Owner, directly or indirectly, of
                            securities of the Company representing twenty
                            percent (20%) or more of the combined voting power
                            of the Company's then outstanding securities; or

                  (ii)      During any period of two (2) consecutive years (not
                            including any period prior to the Effective Date of
                            this Agreement), individuals who were members of the
                            Board at the beginning of such period (and any new
                            Director whose election by the Company's stock
                            holders was approved by a vote of at least
                            two-thirds (2/3) of the Directors then still in
                            office who either were Directors at the beginning of
                            the period or whose election or nomination for
                            election was so approved) cease for any reason to
                            constitute a majority thereof; or

                  (iii)     The stockholders of the Company approve: (A) a plan
                            of complete liquidation of the Company; (B) an
                            agreement for the sale or disposition of all or
                            substantially all the Company's assets; or (C) a
                            merger, consolidation, or reorganization of the
                            Company with or involving any other corporation,
                            other than a merger, consolidation, or
                            reorganization that would result in the voting
                            securities of the Company outstanding immediately
                            prior thereto continuing to represent (either by
                            remaining outstanding or by being converted into
                            voting securities of the surviving entity) at least
                            fifty percent (50%) of the combined voting power of
                            the securities of the Company (or such surviving
                            entity) outstanding immediately after such merger,
                            consolidation, or reorganization.

                  However, in no event shall a Change-in-Control be deemed to
                  have occurred, with respect to the Executive, if the Executive
                  is part of a purchasing group which consummates the
                  Change-in-Control transaction. The Executive shall be deemed
                  "part of a purchasing group" for purposes of the preceding
                  sentence if the Executive is an equity participant in the
                  purchasing company or group (except for: (i) passive ownership
                  of less than three percent (3%) of the stock of the purchasing
                  company; or (ii) ownership of equity participation in the
                  purchasing company or group which is otherwise not
                  significant, as determined prior to the Change-in-Control by
                  the Committee.

         (h)      "Code means the Internal Revenue Code of 1986, as amended.

         (i)      "Committee" means the Compensation Committee of the Board or
                  any other committee appointed by the Board to perform the
                  functions of the Compensation Committee.


                                     Page 3

<PAGE>   7




         (j)      "Company" means Equity Corporation International, a Delaware
                  corporation (including any and all subsidiaries), or any
                  successor thereto as provided in Article 8.

         (k)      "Disability" means:

                  (i)      The mental or physical disability, either
                           occupational or non-occupational in cause, which
                           satisfies the definition of "total and permanent
                           disability" in the disability policy or plan provided
                           by the Company covering the Executive; or

                  (ii)     If no such policy or plan is then covering the
                           Executive, a physical or mental infirmity which, as
                           determined by the Committee, in good faith, upon
                           receipt of and in reliance on sufficient competent
                           medical advice from one or more individuals, selected
                           by the Committee, who are qualified to give
                           professional medical advice, impairs the Executive's
                           ability to substantially perform the Executive's
                           duties for a period of at least one hundred eighty
                           (180) consecutive days.

         (l)      "Effective Date" means the date this Agreement is approved by
                  the Committee, or such other date as the Board shall designate
                  in its resolution approving this Agreement.

         (m)      "Effective Date of Termination" means the date on which a
                  Qualifying Termination occurs which causes the payment of
                  Severance Benefits.

         (n)      "Exchange Act" means the Securities Exchange Act of 1 934,
                  as amended.

         (o)      "Executive" means ________________________.

         (p)      "Good Reason" means any event or condition described in
                  Subsections (i) through (ix) below which occurs simultaneous
                  with or after a Change-in-Control:

                  (i)       A change in the Executive's status, title, position
                            or responsibilities (including reporting
                            responsibilities) which, in the Executive's
                            reasonable judgment, represents an adverse change
                            from the Executive's status, title, position or
                            responsibilities as in effect immediately prior
                            thereto; the assignment to the Executive of any
                            duties or responsibilities which, in the Executive's
                            reasonable judgment, are inconsistent with the
                            Executive's status, title, position or
                            responsibilities; or any removal of the Executive
                            from or failure to reappoint or reelect the
                            Executive to any office or position held by the
                            Executive prior to such Change-in-Control, except in
                            connection with the termination of the Executive's
                            employment for Disability, Cause, as a


                                     Page 4

<PAGE>   8




                            result of the Executive's death or retirement or by
                            the Executive other than for Good Reason;

                  (ii)      A reduction in the Executive's Base Salary or any
                            failure to pay the Executive any compensation or
                            benefits to which the Executive is entitled within
                            five (5) days of the date due;

                  (iii)     A failure to increase the Executive's Base Salary at
                            least annually at a percentage of Base Salary no
                            less than the average percentage increase (other
                            than increases resulting from the Executive's
                            promotion) granted to the Executive during the three
                            (3) full years ended prior to a Change-in-Control
                            (or such lesser number of full years during which
                            the Executive was employed), unless such failure
                            occurs in connection with the Company's failure to
                            increase the employee's base salaries for the fiscal
                            year for which such failure occurs of the peer
                            executives of the Company and its affiliates,
                            including the peer executives of any company
                            acquiring control of the Company in such
                            Change-in-Control and its affiliates.

                  (iv)      The Company's requiring the Executive to be based at
                            any place outside a 30-mile radius from the
                            Executive's current place of employment;

                  (v)       The failure by the Company to (A) continue in effect
                            (without reduction in benefit level and/or reward
                            opportunities) any material compensation or employee
                            benefit plans in which the Executive was
                            participating immediately prior to the Effective
                            Date, unless a substitute or replacement plan has
                            been implemented which provides substantially
                            identical compensation and benefits to the Executive
                            or (B) provide the Executive with compensation and
                            benefits, in the aggregate, at least equal (in
                            terms) of benefit levels and/or reward opportunities
                            to those provided for under each other compensation
                            or employee benefit plan, program and practice as in
                            effect at any time within ninety (90) days preceding
                            the Effective Date or at any time thereafter;

                  (vi)      The insolvency or the filing (by any party,
                            including the Company) of a petition for the
                            bankruptcy of the Company;

                  (vii)     Any material breach by the Company of any provision
                            of this Agreement or any provision of any employment
                            agreement between the Executive and the Company;

                  (viii)    Any purported termination of the Executive's
                            employment for Cause by the Company which is not for
                            Cause; or



                                     Page 5

<PAGE>   9




                  (ix)      The failure of the Company to obtain an agreement,
                            satisfactory to the Executive, from any successor or
                            assign of the Company to assume and agree to perform
                            this Agreement.

                  Additionally, any event described in Subsections (i) through
                  (ix) above which occurs prior to a Change-in-Control, but
                  which the Executive reasonably demonstrates (A) was at the
                  request of a third party who has indicated an intention or
                  taken steps reasonably calculated to effect a
                  Change-in-Control, or (B) otherwise arose in connection with,
                  or in anticipation of a Change-in-Control, shall constitute
                  Good Reason for purposes of this Agreement notwithstanding
                  that it occurred prior to the Change-in-Control.

         (q)      "Person" shall have the meaning ascribed to such term in
                  Section 3(a)(9) of the Exchange Act and used in Sections 13(d)
                  and 14(d) thereof, including a "group" as defined in Section
                  13(d).

         (r)      "Qualifying Termination" means the termination of the
                  Executive's employment with the Company for either of the
                  following reasons:

                  (i)      The Executive resigns for Good Reason; or

                  (ii)     The Company terminates the Executive for any reason
                           other than for Cause.

         (s)      "Retirement" means:

                  (i)      The Executive's voluntary termination of employment
                           with the Company at or following "normal retirement
                           age" (as defined in the Company's retirement plan
                           covering the Executive) or,

                  (ii)     If there is no such plan, the Executive's voluntary
                           termination of employment with the Company at or
                           following age 65.

         (t)      "Severance Benefits" means the compensation described in
                  Section 2.2.

                          Article 2. Severance Benefits

2.1.     Right to Severance Benefits.

         (a)      The Executive shall be entitled to receive from the Company
                  the Severance Benefits described in Section 2.2 if there has
                  been a Change-in-Control of the Company and if, within
                  eighteen (18) calendar months thereafter, the Executive's
                  employment with the Company shall end by reason of a
                  Qualifying Termination.



                                     Page 6

<PAGE>   10




         (b)      The Executive shall not be entitled to receive such Severance
                  Benefits if the Executive is terminated for Cause, if the
                  Executive resigns other than for Good Reason, or if the
                  Executive's employment with the Company ends due to the
                  Executive's death, Retirement or Disability (refer to Sections
                  2.3 to 2.5 for a summary of severance compensation payable to
                  the Executive in connection with a termination of employment
                  for any such reason).

2.2      Description of Severance Benefits. If the Executive becomes entitled to
         receive Severance Benefits, as provided in Sections 2.1, and subject to
         the limits set forth in Article 4, the Company shall pay to the
         Executive and provide the Executive with the following:

         (a)      An amount equal to three (3) times the highest rate of the
                  Executive's annual Base Salary in effect at any time up to and
                  including the Effective Date of Termination;

         (b)      An amount equal to the greater of: (i) the Executive's average
                  annual bonus earned over the last three (3) years; or (ii) the
                  Executive's target bonus established for the bonus plan year
                  in which the Executive's Effective Date of Termination occurs;

         (c)      An amount equal to the Executive's unpaid Base Salary and
                  accrued, unused vacation through the Effective Date of
                  Termination; and

         (d)      A continuation of any Company-provided or sponsored
                  healthcare-related benefits under which the Executive and/or
                  the Executive's family is covered as of the effective date of
                  the Change-in-Control. These benefits shall be provided by the
                  Company to the Executive immediately upon the Effective Date
                  of Termination and shall continue to be provided for eighteen
                  (18) months from the Effective Date of Termination; such
                  benefits shall be provided to the Executive at the same
                  premium cost and at the same coverage level as in effect as of
                  the Executive's Effective Date of Termination; and any such
                  benefit shall be discontinued prior to the end of the eighteen
                  (18) month period if the Executive receives a substantially
                  similar benefit from a subsequent employer, as determined by
                  the Compensation Committee in good faith.

2.3.     Termination for Total and Permanent Disability. Following a
         Change-in-Control of the Company, if the Executive's employment is
         terminated due to Disability, the Executive shall receive the
         Executive's Base Salary through the Effective Date of Termination, at
         which point in time the Executive's compensation and benefits, if any,
         shall be determined in accordance with the Company's retirement,
         insurance, and other applicable plans and programs then in effect, and
         the Company shall have no further obligations to the Executive under
         this Agreement.

2.4.     Termination for Retirement or Death.  Following a Change-in-Control
         of the Company, if the Executive's employment is terminated by reason
         of the Executive's Retirement or death,

                                     Page 7

<PAGE>   11




         the Company shall pay the Executive or the Executive's beneficiary(ies)
         his full Base Salary and accrued, unused vacation through the Effective
         Date of Termination, at the rate then in effect, plus all other amounts
         to which the Executive or the Executive's beneficiary(ies) are entitled
         to under any retirement, survivor's benefits, insurance, and other
         applicable programs of the Company then in effect, and the Company
         shall have no further obligations to the Executive and the Executive's
         beneficiary(ies) under this Agreement.

2.5.     Termination for Cause or by the Executive Other Than for Good Reason.
         Following a Change-in-Control of the Company, if the Executive's
         employment is terminated either: (i) by the Company for Cause; or (ii)
         by the Executive for any reason other than Good Reason, the Company
         shall pay the Executive his full Base Salary and accrued, unused
         vacation through the Effective Date of Termination, at the rate then in
         effect, plus all other amounts to which the Executive is entitled under
         any compensation and benefit plans of the Company, at the time such
         payments are due, and the Company shall have no further obligations to
         the Executive under this Agreement.

2.6.     Notice of Termination. Any termination by the Executive for
         any reason or by the Company for Cause shall be communicated by Notice
         of Termination to the other party. For purposes of this Agreement, a
         "Notice of Termination" shall mean a written notice which shall
         indicate the specific termination provision in this Agreement relied
         upon, and shall set forth in reasonable detail the facts and
         circumstances claimed to provide a basis for termination of the
         Executive's employment under the provision so indicated.

                Article 3. Form and Timing of Severance Benefits

3.1.     Form and Timing of Severance Benefits. The Severance Benefits described
         in Sections 2.2(a), (b), and (c) shall be paid in cash to the Executive
         in a single lump sum as soon as practicable following the Effective
         Date of Termination, but in no event beyond thirty (30) days from such
         date.

3.2.     Withholding of Taxes. The Company shall withhold from any amounts
         payable under this Agreement all Federal, state, city, or other taxes
         as legally shall be required.

                            Article 4. Tax Indemnity

4.1.     Limitation on Termination Payment.

         (a)      Determination of Termination Payment Limit. Notwithstanding
                  any other provision of this Agreement, if Severance Benefits
                  payable to the Executive under this Agreement or other
                  benefits payable under any other agreement or plan of the
                  Company (in the aggregate "Total Payments") would constitute
                  an "excess parachute payment," then the payments to be made to
                  the Executive under this Agreement shall be reduced as
                  provided in Section 4.1(b) such that the value of the
                  aggregate Total


                                     Page 8

<PAGE>   12




                  Payments that the Executive is entitled to receive shall be
                  the maximum amount which the Executive may receive without
                  becoming subject to the tax imposed by Section 4999 of the
                  Code. However, the payments to be made to the Executive under
                  this Agreement shall not be reduced if this results in the
                  Executive receiving a greater net benefit than the Executive
                  would have received had a reduction not occurred and an excise
                  tax been paid pursuant to Code Section 4999.

                  For purposes of this Agreement, the terms "excess parachute
                  payment" and "parachute payments" shall be valued as provided
                  in the Code and regulations.

         (b)      Procedure for Establishing Limitation on Termination Payment.

                  (i)      Within sixty (60) days following delivery of the
                           Notice of Termination (as described in Section 2.6)
                           or notice by the Company to the Executive of its
                           belief that there is a payment or benefit due the
                           Executive which will result in an "excess parachute
                           payment" as defined in Section 28OG of the Code, the
                           Executive and the Company, at the Company's expense,
                           shall obtain the opinion of such legal counsel, which
                           need not be unqualified, as the Executive may choose,
                           which sets forth: (i) the amount of the Executive's
                           "annualized includible compensation for the base
                           period" (as defined in Code Section 28OG(d)(1)); (ii)
                           the present value of the Total Payments; and (iii)
                           the amount and present value of any "excess parachute
                           payment." The opinion of such legal counsel shall be
                           supported by the opinion of a certified public
                           accounting firm and, if necessary, a firm of
                           recognized executive compensation consultants. Such
                           opinion shall be binding upon the Company and the
                           Executive.

                  (ii)     If such opinion determines that there would be an
                           "excess parachute payment" and the Severance Benefits
                           are to be reduced in accordance with Section 4.1(a),
                           the Severance Benefits hereunder or any other payment
                           determined by such counsel to be includible in Total
                           Payments shall be reduced or eliminated as specified
                           by the Executive in writing delivered to the Company
                           within thirty (30) days of the Executive's receipt of
                           such opinion, or, if the Executive fails to so notify
                           the Company, then as the Company shall reasonably
                           determine.

                  (iii)    The provisions of this Section 4.1 (b), including the
                           calculations, notices, and opinion provided for
                           herein shall be based upon the conclusive presumption
                           that: (i) the compensation and benefits provided for
                           in Section 2.2, and (ii) any other compensation
                           earned prior to the Effective Date of Termination by
                           the Executive pursuant to the Company's compensation
                           programs (if such payments would have been made in
                           the future in any event, even though the


                                     Page 9

<PAGE>   13




                           timing of such payment is triggered by the
                           Change-in-Control), are reasonable.

4.2.     Subsequent Imposition of Excise Tax.  If, notwithstanding compliance
         with the provisions of Sections 4.1(a), and 4.1(b), it is ultimately
         determined by a court or pursuant to a final determination by the
         Internal Revenue Service that any portion of the total payments is
         considered to be a "parachute payment," subject to excise tax under
         Section 4999 of the Code, which was not contemplated to be a "parachute
         payment" at the time of payment (so as to accurately determine whether
         a limitation should have been applied to the total payments to maximize
         the net benefit to the Executive, as provided in Section 4.1 (b)), the
         Executive shall be entitled to receive a lump sum cash payment
         sufficient to place the Executive in the same net after-tax position,
         computed by using the Executive's marginal total tax rate for the year
         in which the payment contemplated under this Section 4.2 is made.

                   Article 5. The Company's Payment Obligation

5.1.     Payment Obligations Absolute.

         (i)      The Company's obligation to pay or provide Severance Benefits
                  shall be absolute and unconditional, and shall not be affected
                  by any circumstances, including, without limitation, any
                  offset, counterclaim, recoupment, defense, or other right
                  which the Company may have against the Executive or anyone
                  else. All Severance Benefits paid or provided by the Company
                  shall be final, and the Company shall not seek to recover all
                  or any part of such Severance Benefit from the Executive or
                  from whomsoever may be entitled thereto, for any reasons
                  whatsoever except as may be consistent with Section 2.2(d);
                  and

         (ii)     The Executive shall not be obligated to seek other employment
                  in mitigation of the amounts payable or arrangements made
                  under any provision of this Agreement, and the obtaining of
                  any such other employment shall in no event effect any
                  reduction of the Company's obligations to make the payments
                  and arrangements required to be made under this Agreement,
                  except to the extent provided in Section 2.2(d).

5.2.     Contractual Rights to Severance Benefits. This Agreement establishes
         and vests in the Executive a contractual right to the Severance
         Benefits to which the Executive is entitled hereunder. However, nothing
         herein contained shall require or be deemed to require, or prohibit or
         be deemed to prohibit, the Company to segregate, earmark, or otherwise
         set aside any funds or other assets, in trust or otherwise, to provide
         for any payments to be made or required hereunder.



                                     Page 10

<PAGE>   14




                          Article 6. Term of Agreement

6.1      Term. This Agreement will commence on the Effective Date and shall
         continue in effect for eighteen (18) months, the last day of which
         shall be the "Expiration Date." However, at the end of such eighteen
         (18) month period and, if extended, at the end of each additional year
         thereafter, the term of this Agreement shall be extended automatically
         for one (1) additional year, unless the Committee delivers written
         notice three (3) months prior to the end of such term, or extended
         term, to the Executive, that the Agreement will not be extended. In
         such case, the Agreement will terminate at the end of the term, or
         extended term, then in progress.

         However, in the event a Change-in-Control occurs during the original or
         any extended term, this Agreement will remain in effect for the longer
         of: (i) eighteen (18) months beyond the month in which such
         Change-in-Control occurred; or (ii) until all obligations of the
         Company hereunder have been fulfilled, and until all benefits required
         hereunder have been paid to the Executive.

                      Article 7. Arbitration and Legal Fees

7.1.     Arbitration.  The Executive and the Company agree to have any dispute
         or controversy arising under or in connection with this Agreement
         settled by arbitration, conducted before an arbitrator or panel of
         arbitrators selected in accordance with the rules of the American
         Arbitration Association then in effect. Judgment may be entered on the
         award of the arbitrator in any court having proper jurisdiction. The
         Executive and the Company agree that any decision rendered in any such
         arbitration proceeding shall be final and binding and that each of the
         parties waives their rights to seek remedies in court, including the
         right to jury trial.

7.2.     Payment of Expenses and Legal Fees. All expenses of such arbitration,
         including the fees and expenses of the counsel for the Executive and
         the Company, shall be borne by the Company and/or the Executive in the
         amount determined by the arbitrator.

                              Article 8. Successors

8.1      Company's Successors. The Company will require any successor (whether
         direct or indirect, by purchase, merger, consolidation, or otherwise)
         of all or substantially all the business and/or assets of the Company
         or of any division or subsidiary thereof to expressly assume and agree
         to perform the Company's obligations under this Agreement in the same
         manner and to the same extent that the Company would be required to
         perform them if no such succession had taken place. Failure of the
         Company to obtain such assumption and agreement prior to the effective
         date of any such succession shall be a breach of this Agreement and
         shall entitle the Executive to compensation from the Company or
         successor entity in the same amount and on the same terms as the
         Executive would be entitled to hereunder if the Executive had
         terminated the Executive's employment with the Company


                                     Page 11

<PAGE>   15




         voluntarily for Good Reason. Except for the purposes of implementing
         the foregoing, the date on which any such succession becomes effective
         shall be deemed the Effective Date of Termination.

 8.2     Executive's Successors. This Agreement shall inure to the benefit of
         and be enforceable by the Executive's personal or legal
         representatives, executors, administrators, successors, heirs,
         distributees, devisees, and legatees. If the Executive should die while
         any amount would still be payable to the Executive hereunder had the
         Executive continued to live, all such amounts, unless otherwise
         provided herein, shall be paid in accordance with the terms of this
         Agreement, to the Executive's Beneficiary. If the Executive has not
         named a Beneficiary, then such amounts shall be paid to the Executive's
         devisee, legatee, or other designee, or if there is no such designee,
         to the Executive's estate.

                            Article 9. Miscellaneous

9.1.     Employment Status.  The Executive and the Company acknowledge that,
         except as may be provided under any other agreement between the
         Executive and the Company, the employment of the Executive by the
         Company is "at will," and, prior to the effective date of a
         Change-in-Control, may be terminated by either the Executive or the
         Company at any time. Upon a termination of the Executive's employment
         prior to the effective date of a Change-in- Control, there shall be no
         further rights under this Agreement; provided, however, that if such an
         employment termination shall arise in connection with, or in
         anticipation of, a Change-in-Control, then the Executive's rights shall
         be the same as if the termination had occurred within eighteen (18)
         months following a Change-in-Control.

9.2.     Beneficiaries. The Executive may designate one or more persons or
         entities as the primary and/or contingent Beneficiaries of any
         Severance Benefits owing to the Executive under this Agreement. Such
         designation must be in the form of a signed writing acceptable to the
         Committee. The Executive may make or change such designation at any
         time.

9.3.     Entire Agreement. This Agreement contains the entire understanding of
         the Company and the Executive with respect to the subject matter
         hereof. However, this Agreement shall be in addition to the provisions
         set forth in the Executive's post-employment consulting agreement,
         dated September 10, 1996, regarding the Executive's entitlement to
         payments for the promise to render consulting services for a period of
         time following termination of employment.

9.4.     Gender and Number. Except where otherwise indicated by the context, any
         masculine term used herein also shall include the feminine, the plural
         shall include the singular, and the singular shall include the plural.

9.5.     Severability.  In the event any provision of this Agreement shall be
         held illegal or invalid for any reason, the illegality or invalidity
         shall not affect the remaining parts of the Agreement,


                                     Page 12

<PAGE>   16



         and the Agreement shall be construed and enforced as if the illegal or
         invalid provision had not been included. Further, the captions of this
         Agreement are not part of the provisions hereof and shall have no force
         and effect.

9.6.     Modification. No provision of this Agreement may be modified, waived or
         discharged unless such modification, waiver, or discharge is agreed to
         in writing and signed by the Executive and by authorized member of the
         Committee, or by the respective parties' legal representatives and
         successors.

9.7.     Applicable Law. To the extent not preempted by the laws of the United
         States, the laws of the state of Texas shall be the controlling law in
         all matters relating to this Agreement.


IN WITNESS WHEREOF, the parties have executed this Agreement on this _____ day
of __________________, 1997.


-------------------------------------

ATTEST:   Equity Corporation International

(Corporate Seal)

By:                                    By:
   ---------------------------------      ---------------------------------




                                    Page 13