Security Agreement

Security Agreement

by Purus
February 25th, 1998


Form 8-K Dated February 17, 1998
Purus, Inc.
File no. 0-22408
Exhibit No. 2

                       SECURITY AGREEMENT
                                
      THIS  SECURITY AGREEMENT (this "Agreement"),  dated  as  of
February  17,  1998, is by and among CASA SOLAZ, INC.,  a  Nevada
corporation with an office at 17246 Quail Court, Morgan Hill,  CA
95037 ("Borrower"), and PURUS, INC., a Delaware Corporation  with
an office at 605 Tennant Avenue, Suite B, Morgan Hill, CA  95037-
5529 ("Lender").

                           WITNESSETH:
                                
RECITALS

      A.   Borrower and Lender are entering into a 6% Convertible
Promissory  Note dated the date hereof (the "Note"), pursuant  to
which,  among  other  things,  Lender  will  lend  $1,800,000  to
Borrower (the "Term Loan") on the terms and conditions set  forth
in the Note; and

      B.   It is a condition precedent to Lender's obligation  to
make  the  Term  Loan  that Borrower grant a continuing  security
interest  in and to the "Collateral" (as hereinafter defined)  to
secure the "Secured Obligations" (as hereinafter defined);

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

     SECTION 1.     Definitions.  The following terms (whether or
not  underscored), when used in this Agreement,  shall  have  the
following meanings:

     "Accounts" means all "accounts" (as defined in the UCC), now
or  hereafter owned or acquired by a person or in which a  person
now  or  hereafter has or acquires any rights, and, in any event,
shall  mean  and include, without limitations, (a)  all  accounts
receivable, contract rights, book debts, notes, drafts, and other
obligations or indebtedness owing to such person arising from the
sale or lease of goods or other property by it or the performance
of  services  by  it  (including, without  limitation,  any  such
obligation  which might be characterized as an account,  contract
right or general intangible under the Uniform Commercial Code  in
effect in any jurisdiction), (b) all of such Person's rights  in,
to and under all purchase and sales orders for goods, services or
other  property, and all of such Person's rights  to  any  goods,
services  or  other property represented by any of the  foregoing
(including  rights  to  any  goods, services  or  other  property
represented  by  any  of  the foregoing  (including  returned  or
repossessed  goods  and  unpaid sellers'  rights  of  rescission,
replevin, reclamation and rights to stoppage in transit), (c) all
monies due to or to become due to such person under all contracts
for the sale, lease or exchange of goods or other property or the
performance  of  services by it (whether or  not  yet  earned  by
performance  on  the part of such Person) and (d) all  collateral
security  and  guarantees of any kind given by such  person  with
respect  to  any  of the foregoing, in each case whether  now  in
existence or hereafter arising or acquired.

     "Chattel Paper" means any "chattel paper" (as defined in the
UCC) now or hereafter owned or acquired by a person or in which a
person now or hereafter has or acquires any rights.

     "Collateral"  means, collectively, all of the Borrower's:

     (i)  Accounts;
     (ii) Chattel Paper;

     (iii)     Documents;

     (iv) Instruments;

     (v)  Investment Property

      (vi)  All  books  and records pertaining  to  any  of  this
Collateral   (including,   without  limitation,   credit   files,
printouts and other computer materials and records); and

      (vii)      All products and Proceeds of all or any  of  the
Collateral described in clauses (i) through (vi) hereof.

      "Documents"  means all "documents" (as defined in the  UCC)
or other receipts covering, evidencing or representing goods, now
or  hereafter owned or acquired by a person or in which a  person
now or hereafter has or acquires rights.

      "Instruments"   means  all  "instruments"  or  "letters  of
credit" (each defined in the UCC), including, without limitation,
instruments  and  letters  of credit evidencing  ,  representing,
arising from or existing in respect of, relating to, securing  or
otherwise  supporting  the  payment  of,  any  of  the  Accounts,
including (but not limited to) promissory notes, drafts, bills of
exchange and trade acceptance, now or hereafter owned or acquired
by a person or in which a person now or hereafter has or acquires
any rights.

      "Investment Property"  means all "investment property"  (as
defined  in  the UCC), including, without limitation, a  security
(whether certificated or uncertificated), a security entitlement,
a  securities  account,  a  commodity contract,  or  a  commodity
account,  now  or hereafter owned or acquired by a person  or  in
which a person now or hereafter has or acquires any rights.

      "Perfection Certificate"  means a certificate dated  as  of
even  date  herewith,  setting forth the corporate  names,  chief
executive  office or principal places of business in  each  state
and  other  current  locations of the  Borrower  and  such  other
information  as the Lender deems pertinent to the  perfection  of
security interests, completed and supplemented with the schedules
and  attachments contemplated thereby to the satisfaction of  the
Lender, and duly executed by the chief executive officer  of  the
Borrower.

      "Pledge Agreement"  means the Pledge Agreement of even date
herewith  between Borrower as Borrower and Lender as  Lender,  as
the   same  may  be  amended,  modified,  renewed,  extended   or
superseded from time to time.

      "Proceeds"   means all proceeds of, and all other  profits,
rentals   or  receipts,  in  whatever  form,  arising  from   the
collection, sale, lease, exchange, assignment, licensing or other
disposition  of,  or  realization  upon,  Collateral,  including,
without  limitations all claims of a person against third parties
for loss of, damage to or destruction of, or for proceeds payable
under,  or  unearned  premiums  with  respect  to,  policies   of
insurance in respect of, any Collateral, and any condemnation  or
requisition  payments  with respect to  any  Collateral  and  the
following   types  of  property  acquired  with  cash   proceeds:
Accounts,  Chattel Paper, Documents, Instruments, and  Investment
Property.

      "Secured  Obligations"   means all obligations,  including,
without  limitation, (a) with respect to the  Borrower,  (i)  all
principal  and  interest  (including,  without  limitation,   any
interest  which  accrues  after the  commencement  of  any  case,
proceeding or other action relating to the bankruptcy, insolvency
or reorganization of the Borrower) on the Term Loan and any other
amount due from the Borrower under, the Note, and (ii) all  other
obligations  (monetary  or otherwise)  to  be  performed  by  the
Borrower  under the Note, Security Agreement or Pledge Agreement;
and (b) all renewals or extensions of any of the foregoing.

      "Security Interests"  means the security interests  granted
pursuant  to  Section 3, as well as all other security  interests
created  or  assigned  as  additional security  for  the  Secured
Obligations pursuant to the provisions of this Agreement and  the
Pledge Agreement.

     "UCC"  means the Uniform Commercial Code as in effect on the
date  hereof  in  the state of California, provided  that  if  by
reason  of  mandatory  provision of law, the  perfection  or  the
effect  of perfection or non-perfection of the Security  Interest
in  any Collateral is governed by the Uniform Commercial Code  as
in  effect  in a jurisdiction other than California, "UCC"  means
the   Uniform  Commercial  Code  as  in  effect  in  such   other
jurisdiction  for purposes of the provisions hereof  relating  to
such perfection or effect of perfection or non-perfection.

      SECTION 2.     Representation and Warranties.  The Borrower
represents and warrants as follows:

      (a)   The Borrower has good and marketable title to all  of
its interest in the Collateral, free and clear of any Liens.

      (b)   The  Borrower has not performed any act or acts  that
could  prevent  or hinder the Lender from enforcing  any  of  the
terms  of  this  Agreement.   No financing  statement,  mortgage,
security   agreement  or  similar  or  equivalent   document   or
instrument covering all or any part of the Collateral is on  file
or  of  record  in  any jurisdiction.  No Collateral  is  in  the
possession  of  a person (other than the Borrower) asserting  any
claim  thereto  or  security interest therein,  except  that  the
Lender  or  its  designee may have possession  of  Collateral  as
contemplated hereby.

      (c)   All  of  the information set forth in the  Perfection
Certificate is true and correct as of the date hereof.

      (d)   When the UCC financing statements in appropriate form
are filed in the offices specified in the Perfection Certificate,
the  Security  Interests  shall constitute  valid  and  perfected
security  interests in the Collateral, prior to all  other  Liens
and rights of others therein.

     SECTION 3.     The Security Interests.

      (a)   In order to secure the full and punctual payment  and
performance  of this Secured Obligations in accordance  with  the
terms  thereof,  the  Borrower hereby grants,  pledges,  assigns,
hypothecates,  sets over and conveys to the Lender  a  continuing
Security  Interest  in  and  to all  of  the  Collateral  now  or
hereafter  owned  or acquired by the Borrower  or  in  which  the
Borrower  has  or  hereafter  has or  acquires  any  rights,  and
wherever located.

      (b)   The Security Interests are granted as a security only
and  shall not subject the Lender to, or transfer to the  Lender,
or  in  any way affect or modify, any obligation or liability  of
the  Borrower  with  respect to any  of  the  Collateral  or  any
transaction in connection therewith.

     SECTION 4.     Further Assurances; Covenants.

     (a)  General.

           (i)   The  Borrower will not change the  location,  or
establish  a  new  location,  of its chief  executive  office  or
principal place of business in any state unless it shall have (A)
given  the  Lender  thirty (30) days prior  notice  thereof,  (B)
executed and delivered to the Lender all financing statements and
financing  statement amendments which the Lender may  request  in
connection   therewith.   The  Borrower  shall  not  change   the
locations,  or establish new locations, where it keeps  or  holds
any   Collateral  or  any  records  relating  thereto  from   the
applicable  locations  described in the  Perfection  Certificate,
unless the Borrower shall have (A) given the Lender fifteen  (15)
days  prior  notice of such change of location, (B) executed  and
delivered  to  the Lender all financing statements and  financing
statement  amendments which the Lender may request in  connection
therewith  and (C) complied with any other requirements  in  this
Agreement or any other Loan Documents relating to the location of
any  Collateral.  The Borrower shall not in any event change  the
location, or establish a new location, of any Collateral if  such
change  would  cause the Security Interest in such Collateral  to
lapse or cease to be perfected first priority Security Interests.

          (ii) The Borrower will not change its name, identify or
corporate structure in any manner unless it shall have (A)  given
the  Lender  thirty  (30)  days prior  notice  thereof,  and  (B)
executed and delivered to the Lender all financing statements and
financing  statement amendments which the Lender may  request  in
connection therewith.

           (iii)     The Borrower will, form time to time, at its
expense,   execute,  deliver,  file  and  record  any  statement,
assignment, instrument, document, agreement, or other  paper  and
take  any  other  action  (including,  without  limitations,  any
filings  of financing or continuation statements under  the  UCC)
that  from time to time may be necessary, or that the Lender  may
request,  in order to create, preserve, upgrade in rank  (to  the
extent  required  hereby),  perfect,  confirm  or  validate   the
Security  Interests or to enable the Lender to  obtain  the  full
benefits  of this Agreement, or to enable the Lender to  exercise
and enforce any of its rights, powers and remedies hereunder with
respect  to  any of the Collateral.  To the extent  permitted  by
law,  the  Borrower hereby authorizes the Lender to  execute  and
file  financing  statements, financing  statement  amendments  or
continuation   statements   without  the   Borrower's   signature
appearing   thereon.   The  Borrower  agrees   that   a   carbon,
photographic, photostatic or other reproduction of this Agreement
or  of  a  financing  statement  is  sufficient  as  a  financing
statement.   The Borrower shall pay all costs of,  or  incidental
to,   any  recording  or  filing  of  any  financing  statements,
financing   statement   amendments  or  continuation   statements
concerning the Collateral.

           (iv)  The Borrower will immediately deliver and pledge
each  Instrument  to the Lender, appropriately  endorsed  to  the
Lender.

           (v)   The Borrower will not (A) sell, transfer, lease,
exchange,  assign or otherwise dispose of, or grant  any  option,
warrant  or  other  right with respect to, any Collateral  except
that,  subject to the rights of the Lender hereunder, if an Event
of  Default  shall  not  have occurred  and  be  continuing,  the
Borrower  may dispose of assets if such disposition is  permitted
by  Note and Pledge Agreement, whereupon, in the case of  such  a
disposition,  sale  or exchange, the Security  Interests  created
hereby  in  such item (but not in any Proceeds arising from  such
disposition,  sale  or exchange) shall cease immediately  without
any  further  action on the part of the Lender;  or  (B)  create,
incur or suffer to exist any lien with respect to any Collateral.

           (vi) The Borrower will, promptly upon request, provide
to  the  Lender  all information and evidence it  may  reasonably
request   concerning  the  Collateral,  and  in  particular   the
Instruments  and  Investment Property, to enable  the  Lender  to
enforce the provisions of this Agreement.

          (b)  Accounts, Etc.

           (i)   The  Borrower  shall use all reasonable  efforts
consistent  with  prudent  business  practice  to  cause  to   be
collected from its Account debtors, as and when due, any and  all
amounts  owing  under  or on account of each Account  (including,
without  limitation, Accounts which are delinquent, such Accounts
to  be collected in accordance with lawful collection procedures)
and  apply forthwith upon receipt thereof all such amounts as are
so  collected  to the outstanding balance of such  Account.   The
costs  and  expenses  (including, without limitation,  attorney's
fees)  of collection of Accounts incurred by the Borrower or  the
Lender shall be borne by the Borrower.

           (ii) Upon the occurrence and during the continuance of
any  Even  of  Default, upon request of the Lender, the  Borrower
will  promptly  notify  (and the Borrower hereby  authorizes  the
Lender  so  to  notify) each Account debtor  in  respect  of  any
Account  or Instrument that such Collateral has been assigned  to
the  Lender hereunder, and that any payments due or to become due
in  respect  of  such Collateral are to be made directly  to  the
Lender or its designee.

          (iii)     The Borrower will perform and comply with all
of   its   material  obligations  in  respect  of  Accounts   and
Instruments.

      SECTION  5.     Reporting and Record keeping.  The Borrower
covenants and agrees with the Lender that from and after the date
of  this  Agreement and until the Secured Obligations  have  been
fully satisfied:

      (a)   Maintenance of Records Generally. The  Borrower  will
keep  and  maintain at its own cost and expense  records  of  the
Collateral, complete in all material respects, 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.   The Borrower will  mark  its  books  and
records  pertaining to the Collateral to evidence this  Agreement
and  the  Security Interests.  All Chattel Paper will  be  marked
with  the  following legend:  "This writing and  the  obligations
evidenced or secured hereby are subject to the security  interest
of  Purus, Inc."  For the Lender's further security, the Borrower
agrees  that the Lender shall have a security interest in all  of
the Borrower's books and records pertaining to the Collateral and
upon the occurrence and during the continuation of any Default or
Event  of Default, the Borrower shall deliver and turn over  full
and  complete copies of any such books and records to the  Lender
or  to its representatives at any time on demand of the Lender or
to  its  representatives at any time on  demand  of  the  Lender.
Subject  to  any  government security limitations,  the  Borrower
shall  permit  the  Lender or any of its representatives,  during
normal  business hours, to visit all of its offices,  to  discuss
its  financial  matters with its officers and independent  public
accounts  and  to examine (and, at the expense of  the  Borrower,
photocopy  extracts  from) any of its books  or  other  corporate
records.

     (b)  Special Provisions Regarding Maintenance of Records and
Reportings.

           (i)   The  Borrower shall keep complete  and  accurate
records  of  its  Accounts.  At the request  of  the  Lender  the
Borrower  shall  deliver  to  the  Lender  a  true  copy  of  all
documents,  including, without limitation,  repayment  histories,
present  status reports relating to the Accounts and  such  other
matters  and  information relating to the status of the  existing
Accounts as the Lender shall reasonably request.

           (ii)  The Borrower will promptly upon, but in no event
later than five (5) Business Days after:

           (A)   The  Borrower's  learning  thereof,  inform  the
Lender,  in  writing,  of any material delay  in  the  Borrower's
performance  of  any of its material obligations to  any  Account
debtor  and  of any assertion of any material claims, offsets  or
counterclaims  by  any  Account debtor  and  of  any  allowances,
credits  and/or  other  monies granted by  the  Borrower  to  any
Account  debtor,  in  each case involving amounts  in  excess  of
$5,000  for any single Account or Account debtor or in excess  of
$25,000  in  the aggregate for all Accounts and Account  debtors;
and

           (B)   The  Borrower's  receipt  or  learning  thereof,
furnish   to  an  inform  the  Lender  of  all  material  adverse
information  relating to the financial condition of  any  Account
debtor with respect to Accounts exceeding $5,000 individually  or
$25,000 in the aggregate.

           (iii)     The Borrower will promptly notify the Lender
in  writing  if  any  Account, the face value  of  which  exceeds
$5,000,  arises  out  of a contract with  the  United  States  of
America,    or    any   department,   agency,   subdivision    or
instrumentality thereof, or of any state (or department,  agency,
subdivision  or instrumentality thereof) where such state  has  a
state  assignment  of claims act or other law comparable  to  the
Federal  Assignment  of  Claims Act, and  will  take  any  action
required  or requested by the Lender upon the occurrences  of  an
Event of Default to give notice of the Lender's security interest
in  such  Accounts under the provisions of the Federal Assignment
of  Claims Act or any comparable law or act enacted by any  state
or local governmental authority.

      (c)   Further  Identification of Collateral.  The  Borrower
will  furnish  to  the Lender, as often as the Lender  reasonably
requests,  statements  and  schedules  further  identifying   and
describing  the Collateral and such other reports  in  connection
with the Collateral as the Lender may reasonably request, all  in
reasonable detail.

      (d)   Notices.   In  addition to the  notices  required  by
Section  5(b)  hereof,  the  Borrower  will  notify  the   Lender
promptly,  in  writing  and  in reasonable  detail,  (i)  of  any
material  lien  or  claim made or asserted  against  any  of  the
Collateral,   (ii)  of  any  material  adverse  change   in   the
composition of the Collateral, and (iii) of the occurrence of any
other  event  which would have a material adverse effect  on  the
aggregate  value of the Collateral or on the validity, perfection
or priority of the Security Interests.

      SECTION  6.      General  Authority.  The  Borrower  hereby
irrevocably  appoints  the Lender its true and  lawful  attorney,
with full power of substitution, in the name of the Borrower, the
Lender or otherwise, for the sole use and benefit of Lender,  but
at  the Borrower's expense, to exercise, at any time from time to
time all or any of the following powers:

           (i)  to file financing statements, financing statement
amendments  and continuation statements referred  to  in  Section
4(a)(iii),
           (ii)  to  demand, sue for, collect, receive  and  give
acquittance  for  any and all monies due or to  become  due  with
respect to any Collateral or by virtue thereof,

          (iii)     to settle, compromise, compound, prosecute or
defend any action or proceeding with respect to any Collateral,

           (iv) to sell, transfer, assign or otherwise deal in or
with  the Collateral or the proceeds or avails thereof, as  fully
and effectually as if the Lender were the absolute owner thereof,
and;

           (v)   to  extend the time of payment  of  any  or  all
thereof  and  to  make any allowance and other  adjustments  with
reference to the Collateral;

provided  that  the  Lender shall not take  any  of  the  actions
described in this Section 6 except those described in clause  (i)
above  unless  an  Event of Default shall have  occurred  and  be
continuing.

     SECTION 7.     Remedies upon Event of Default.

     (a)  If any Event of Default has occurred and is continuing,
the  Lender  may exercise without further notice, all rights  and
remedies under this Agreement, the Note, or the Pledge Agreement,
all  rights and remedies that are available to a secured creditor
under  the  UCC, and all rights and remedies that  are  otherwise
available at law or in equity, at any time, in any order  and  in
any combination, including without limitation, the collection  of
any and all Secured Obligations, and, in addition, the Lender may
sell  the  Collateral or any part thereof at  public  or  private
sale, for cash, upon credit or for future delivery, and upon such
terms  as  the  Lender shall deem commercially  reasonably.   The
Lender  shall  give the Borrower not less than (10)  days'  prior
written notice of the time and Collateral which is perishable  or
threatens  to  decline  speedily  in  value  or  is  of  a   type
customarily  sold  on a recognized market.  The  Borrower  agrees
that any such notice constitutes "reasonable notification" within
the  meaning  of  Section 9-504(3) of the  UCC  (to  extent  such
Section is applicable).

      The  Lender  may  be the purchaser of any  or  all  of  the
Collateral  so sold at any public sale (or, if the Collateral  is
of a type customarily sold in a recognized market or is of a type
customarily sold in a recognized market or is of a type which  is
the subject of widely distributed standard price quotations or if
otherwise  permitted under applicable law, at any  private  sale)
and thereafter hold the same, absolutely, free from any right  or
claim  whatsoever  kind.  The Borrower will execute  and  deliver
such  documents  and take such other action as the  Lender  deems
necessary or advisable in order that any such sale may be made in
compliance  with  the law.  Upon any such sale the  Lender  shall
have  the  right to deliver, assign and transfer to the purchaser
thereof the Collateral so sold.  Each purchaser at any such  sale
shall hold the Collateral so sold to it absolutely, free from any
claim  or  right of any kind, including any equity  or  right  of
redemption of the Borrower.  To the extent permitted by law,  the
Borrower  hereby  specifically waives all rights  of  redemption,
stay  or  appraisal which it has or may have under  any  law  now
existing or hereafter adopted.  The notice (if any) of such  sale
shall  (1)  in  case of a public sale, state the time  and  place
fixed for such sale, and (2) in the case of a private sale, state
the  day  after  which  such sale may be consummated.   Any  such
public  sale shall be held at such time or times within  ordinary
business hours and at such place or places as the Lender may  fix
in  the notice of such sale.  At any such sale the Collateral may
be  sold in one lot as an entirety or in separate parcels, as the
Lender may determine.  The Lender shall not be obligated to  make
any  such  sale  pursuant to any such notice.   The  Lender  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 sale, and such  sale
may  be  made at any time or place to which the same  may  be  so
adjourned.   In  case  of any sale of all  or  any  part  of  the
Collateral  on  credit or for future delivery, the Collateral  so
sold  may  be retained by the Lender until the selling  price  is
paid by the purchaser thereof, but the Lender shall not incur any
liability in case of the failure of such purchaser to take up and
pay  for the Collateral so sold and, in case of any such failure,
such  Collateral may again be sold upon like notice.  The Lender,
instead of exercising the power of sale herein conferred upon it,
may  proceed by a suit or suits at law or in equity to  foreclose
the  Security Interests and sell the Collateral, or  any  portion
thereof,  under  a  judgment or decree of a court  or  courts  of
competent  jurisdiction.  The Borrower shall remain  liable,  for
any deficiency.

      (b)   For  the purpose of enforcing any and all rights  and
remedies  under  this Agreement, the Lender may (i)  require  the
Borrower to, and the Borrower agrees that it will, at its expense
and upon the request of the Lender, forthwith assemble all or any
part  of  the  Collateral as directed by the Lender and  make  it
available  at a place designated by the Lender which is,  in  the
Lender's  opinion,  convenient to the  Lender  and  the  Borrower
whether at the premises of the Borrower or otherwise, (ii) to the
extent  permitted  by  applicable law,  enter,  with  or  without
process of law and without breach of the peace, any premise where
any of the Collateral is or may be located and, without charge or
liability  to  the Lender, seize and remove such Collateral  from
such  premises, (iii) have access to and use the Borrower's books
and  records, computers and software relating the Collateral  and
(iv)  prior  to  the  disposition of  the  Collateral,  store  or
transfer  such Collateral without charge in or by  means  of  any
storage  or  transportation  facility  owned  or  leased  by  the
Borrower,  process,  repair  or recondition  such  Collateral  or
otherwise  prepare it for disposition in any manner  and  to  the
extent the Lender deems appropriate, and in connection with  such
preparation  and disposition, use without charge  any  trademark,
trade name, and copyright by the Borrower.

      SECTION  8.     Limitation of Duty of Lender in Respect  of
Collateral.   Beyond  reasonable care  in  custody  thereof,  the
Lender  shall have no duty as to any Collateral in its possession
or control or in the possession or control of any agent or bailee
or any income thereon or as to the preservation of rights against
prior parties or any other rights pertaining thereto.  The Lender
shall  be deemed to have exercised reasonable care in the custody
of the Collateral in its possession if the Collateral is accorded
treatment  substantially equal to that loss or damage to  any  of
the  Collateral, or for any diminution in the value  thereof,  by
reason  of  the  act  or  omission of any warehouseman,  carrier,
forwarding agency, consignee or other agent or bailee selected by
the Lender in good faith.

     SECTION 9.     Application of Proceeds.  Upon the occurrence
and  during the continuance of an Event of Default, the  proceeds
of  any  sale of, or other realization upon, all or any  part  of
Collateral shall be applied by the Lender in the following  order
of priorities:

     first, to payment of the out-of-pocket expenses of such sale
or  other  realization,  including  compensation  to  agents  and
counsel   for   the  Lender,  and  all  out-of-pocket   expenses,
liabilities  and  advances incurred or  made  by  the  Lender  in
connection  therewith,  and any other unreimbursed  expenses  for
which  the  Lender is to be reimbursed pursuant to  the  Note  or
Pledge Agreement.

      second,  to  the  payment of accrued  but  unpaid  interest
(including post-petition interest) and fees constituting  Secured
Obligations of the Borrower;

      third,  to  the payment of unpaid principal of the  Secured
Obligations of the Borrower;

      fourth, to the payment of all other Secured Obligations  of
the  Borrower, until all such Secured Obligations shall have been
paid in full; and

     finally, to the Borrower or its successors or assigns, or as
a court of competent jurisdiction may direct, of any surplus then
remaining from such proceeds.

The  Lender may make distributions hereunder in cash or  in  kind
or, on a ratable basis, in any combination thereof.

      SECTION  10.     Expenses.  In the event that the  Borrower
fails  to  comply with the provisions of the Note, this Agreement
or the Pledge Agreement, such that the value of any Collateral or
the validity, perfection, rank or value of the Security Interests
are  thereby diminished or potentially diminished or put at risk,
the  Lender  may,  but  shall not be  required  to,  effect  such
compliance  on  behalf of the Borrower, and  the  Borrower  shall
reimburse  the  Lender  for the costs  thereof  on  demand.   All
insurance  expenses  and  all expenses  of  protecting,  storing,
warehousing,  appraising,  insuring,  handling,  maintaining  and
shipping  the Collateral, any and all excise, stamp, intangibles,
transfer,  property, sales, and use taxes imposed by  any  state,
federal,  or local authority or any other governmental  authority
on  any  of  the Collateral, or in respect of periodic appraisals
and  inspections of the Collateral to the extent the same may  be
reasonably  requested by the Lender from  time  to  time,  or  in
respect of the sale or other disposition thereof, shall be  borne
and  paid by the Borrower; and if the Borrower fails promptly  to
pay  any portion thereof when due, the Lender may, at its option,
but  shall  not  be  required to, pay the  same  and  charge  the
Borrower's accounts therefor, and the Borrower agree to reimburse
the  Lender therefor on demand.  All sums so paid or incurred  by
the  Lender  for any of the foregoing and any and all other  sums
for  which the Borrower may become liable hereunder and all costs
and expenses (including attorneys' fees, legal expenses and court
costs)  incurred  by the Lender in enforcing  or  protecting  the
Security Interests or any of its rights or remedies thereon shall
be  payable  by  the Borrower on demand and shall  bear  interest
(after as well as before judgment) until paid at the highest rate
then in effect under the Note.

     SECTION 11.    Termination of Security Interests; Release of
Collateral.  Upon the performance of and repayment in full of all
Secured  Obligations, the Security Interests shall terminate  and
all  rights  to the Collateral shall revert to the Borrower.   At
any  time and form time to time prior to such termination of  the
Security  Interests, the Lender may release any of the Collateral
with  the  prior written consent of the Lender.   Upon  any  such
termination  of the Security Interests or release of  Collateral,
the Lender will, at the expense of the Borrower, promptly execute
and  deliver to the Borrower such documents as the Borrower shall
reasonably   request,  including  but  not   limited   to   UCC-3
termination  statements,  to  evidence  the  termination  of  the
Security Interests or the release of such Collateral, as the case
may be.

     SECTION 12.    Notices.  Any notice required hereunder shall
be  in  writing and addressed to Borrower and to Lender at  their
addresses set forth at the beginning of this Agreement.  All such
notices  and  communications shall be deemed to  have  been  duly
given:   at  the time delivered by hand, if personally delivered;
when  received, if deposited in the mail, postage  prepaid;  when
transmission is verified, if telecopied; and on the next business
day, if timely delivered to an air courier guaranteeing overnight
delivery.  Where this Agreement provides for notice, such  notice
may  be waived in writing by the person entitled to receive  such
notice,  either  before or after the date  on  which  the  person
entitled  to receive such notice and either before or  after  the
event, and such waiver shall be the equivalent of such notice.

      SECTION 13.    Waivers, Non-Exclusive Remedies.  No failure
on the part of the Lender to exercise, and no delay in exercising
and  no  course of dealing with respect to, any right  under  the
Note, this Agreement or the Pledge Agreement shall operate  as  a
waiver  thereof; nor shall any single or partial exercise by  the
Lender  of any right under the Note, this Agreement or the Pledge
Agreement preclude any other or further exercise thereof  or  the
exercise  of any right.  The rights in this Agreement,  the  Note
and the Pledge Agreement are cumulative and are not exclusive  of
any other remedies provide by law.

      SECTION  14.    Successors and Assigns.  This Agreement  is
for  the  benefit of the Lender and its permitted successors  and
assigns, and in the event of an assignment of all or any  of  the
Secured   Obligations,  the  rights  hereunder,  to  the   extent
applicable  to  the indebtedness so assigned, may be  transferred
with  such indebtedness.  This Agreement shall be binding on  the
Borrower  and its successors and assigns; provided, however  that
the  Borrower  may  not assign any of its rights  or  obligations
hereunder without the prior written consent of the Lender.

      SECTION  15.    Changes in Writing.  Neither this Agreement
nor  any  provision hereof may be changed, waived, discharged  or
terminated  orally,  but  only in writing  signed  by  the  party
affected.

     SECTION 16.    Governing Law. THIS AGREEMENT SHALL BE DEEMED
TO  BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF
THE  STATE  OF  CALIFORNIA, EXCEPT TO THE EXTENT THAT  PERFECTION
(AND  THE  EFFECT  OF PERFECTION AND NONPERFECTION)  AND  CERTAIN
REMEDIES  MAY  BE GOVERNED BY THE LAWS OF ANY JURISDICTION  OTHER
THAN CALIFORNIA.

      SECTION  17.    Severability.  If any provision  hereof  is
invalid  and  unenforceable  in any jurisdiction,  then,  to  the
fullest extent permitted by law, (i) the other provisions  hereof
shall  remain  in full force and effect in such jurisdiction  and
shall  be liberally construed in favor of the Lender in order  to
carry  out  the  intentions of the parties hereto  as  nearly  as
possible;  and  (ii)  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

       SECTION   18.      Jurisdiction.   THE   BORROWER   HEREBY
IRREVOCABLY  SUBMITS TO THE JURISDICTION OF ANY CALIFORNIA  STATE
OR  FEDERAL COURT IN ANY ACTION OR PROCEEDING ARISING OUT  OF  OR
RELATING  TO  THIS AGREEMENT AND THE BORROWER HEREBY  IRREVOCABLY
AGREES  THAT  ALL CLAIMS IN RESPECT OF SUCH ACTION OR  PROCEEDING
MAY  BE  HEARD AND DETERMINED IN SUCH CALIFORNIA STATE OR FEDERAL
COURT.   THE  BORROWER HEREBY IRREVOCABLY WAIVES, TO THE  FULLEST
EXTENT  IT MAY EFFECTIVELY DO SO, THE DEFENSE OF ANY INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.

      SECTION  19.    Service.  The Borrower irrevocably consents
to  the service of process out of any of the courts referenced in
Section  18, in any such action or proceeding by the  mailing  of
the  copies  thereof by certified mail, return receipt requested,
postage  prepaid,  to it at its address set  forth  herein,  such
service  to become effective upon the earlier of (i) the date  10
calendar  days  after  such  mailing or  (ii)  any  earlier  date
permitted  by  applicable law.  Nothing in this  Agreement  shall
affect  the right of the Lender to bring proceedings against  the
Borrower  in  the courts of any other jurisdiction  or  to  serve
process in any other manner permitted by applicable law.

      SECTION  20      Waiver of Jury Trial.   THE  BORROWER  AND
LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY
RIGHTS  THEY  MAY  HAVE  TO A TRIAL BY JURY  IN  RESPECT  OF  ANY
LITIGATION  BASED  HEREON,  OR  ARISING  OUT  OF,  UNDER,  OR  IN
CONNECTION WITH, THIS AGREEMENT OR ANY COURSE OF CONDUCT,  COURSE
OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF
THE  BORROWER OR LENDER.  THIS PROVISION IS A MATERIAL INDUCEMENT
FOR  THE LENDER ENTERING INTO THIS AGREEMENT AND MAKING THE  TERM
LOAN TO THE BORROWER EVIDENCED BY THE NOTE.

      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
Agreement  to  be  duly  executed by their respective  authorized
officers as of the day and year first above written.

                              CASA SOLAZ, INC.

                              By: /s/ Donald Winstead, President

                              PURUS, INC.

                              By: /s/ Peter Friedli, Chief Executive Officer