Loan Agreement

Loan Agreement

by Compressco Inc
November 12th, 1999



================================================================================


                                 LOAN AGREEMENT


                                   dated as of

                                October 29, 1999

                                 By and Between

                           EMERGING ALPHA CORPORATION

                                       and

                             HIBERNIA NATIONAL BANK


================================================================================






                                 LOAN AGREEMENT


     THIS LOAN  AGREEMENT  dated as of October 29, 1999,  by and among  EMERGING
ALPHA CORPORATION,  a Delaware corporation  ("Borrower"),  and HIBERNIA NATIONAL
BANK, a national banking association ("Bank").

                              W I T N E S S E T H:

     WHEREAS,  Borrower  has  applied  to Bank for a term  loan in an  amount of
$2,800,000.00 to finance its acquisition of all outstanding and issued shares of
stock of Gas Jack,  Inc., and to refinance  existing debt owed by Gas Jack, Inc.
to certain of its creditors; and,

     WHEREAS,  Bank has agreed to provide such requested  credit facility to the
Borrower pursuant to the terms of this Agreement.

     NOW, THEREFORE,  in consideration of the mutual covenants herein set forth,
the Borrower and Bank do hereby covenant and agree as follows, to-wit:


                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS


     Section  1.1.  Defined  Terms.  As used in this  Agreement,  and unless the
context  requires a different  meaning,  the  following  terms have the meanings
indicated:

     "Agreement"  shall mean this Loan  Agreement,  as the same may from time to
     time be amended, modified or supplemented and in effect.

     "Assignment  of Leases"  shall mean an assignment to be granted by Gas Jack
     to  Bank  of all  right,  title  and  interest  in and  to  its  leases  of
     compressors to its  customers,  and all proceeds  thereof,  as the same may
     from time to time be amended, modified or supplemented and in effect.

     "Bank" shall mean Hibernia National Bank, a national banking association.

     "Borrower" shall mean Emerging Alpha  Corporation,  a Delaware  corporation
     which  intends to change its name to  Compresco,  Inc.,  together  with its
     successors and assigns.

     "Business  Day"  shall mean a day other  than a  Saturday,  Sunday or legal
     holiday for commercial  banks under the laws of the State of Louisiana or a
     day on which  national  banks are  authorized  to be closed in New Orleans,
     Louisiana.





     "Cash Flow" shall mean,  for any  period,  the  earnings of such  Person(s)
     before interest, taxes, depreciation and amortization.

     "Collateral"  shall mean any  interest  in any kind of  property  or assets
     pledged,  mortgaged or otherwise subject to an Encumbrance in favor of Bank
     pursuant to the Collateral Documents.

     "Collateral  Documents"  shall  collectively  refer  to the  Assignment  of
     Leases, the Security  Agreements,  the Stock Pledge, the Securities Account
     Pledge, all related financing  statements required by Bank, and any and all
     other  documents in which an  Encumbrance is created on any property of the
     Borrower or of any third person to secure  payment of the  Indebtedness  of
     Borrower or any part thereof.

     "Consolidated  Subsidiary"  or  "Consolidated  Subsidiaries"  shall  mean a
     Subsidiary or  Subsidiaries,  respectively,  of Borrower,  whose  financial
     statements are prepared on a  consolidated  basis with those of Borrower in
     accordance with GAAP, and shall specifically include Gas Jack.

     "Current  Assets"  shall mean the assets of Borrower  and its  Consolidated
     Subsidiaries treated as current assets in accordance with GAAP.

     "Current  Liabilities"  shall  mean all  liabilities  of  Borrower  and its
     Consolidated Subsidiaries treated as current liabilities in accordance with
     GAAP,  including without  limitation,  all obligations payable on demand or
     within  one year  after the date on which the  determination  is made,  and
     final maturities and sinking funds payments  required to be made within one
     year after the date on which the  determination  is made, but excluding all
     such  liabilities or  obligations  which are renewable or extendible at the
     option  of such  Person  to a date  more  than  one  year  from the date of
     determination.

     "Current  Ratio" shall mean,  at any time,  the ratio of Current  Assets to
     Current Liabilities.

     "Debt" shall mean any and all amounts and/or liabilities owing from time to
     time by Borrower (and of its Consolidated Subsidiaries,  if the context may
     so  require)  to any  Person,  including  the  Bank,  direct  or  indirect,
     liquidated  or  contingent,  now existing or hereafter  arising,  including
     without limitation (i) indebtedness for borrowed money; (ii) the amounts of
     all  standby  and  commercial  letters of credit and  bankers  acceptances,
     matured or unmatured,  issued on behalf of such Person; (iii) guaranties by
     such  Person of the  obligations  of any other  Person,  whether  direct or
     indirect,  whether by agreement to purchase the  indebtedness  of any other
     Person or by  agreement  for the  furnishing  of funds to any other  Person
     through the purchase or lease of goods,  supplies or services (or by way of
     stock purchase,  capital contribution,  advance or loan) for the purpose of
     paying or discharging the  indebtedness of any other Person,  or otherwise;
     (iv) the present value of all obligations of such Person for the payment of
     rent or hire of property  of any kind (real or  personal)  under  leases or
     lease  agreements  required to be  capitalized  under  GAAP,  and



                                       2


     (v) trade payables incurred in the ordinary course of business or otherwise
     by such Person.

     "Debt  Service  Coverage  Ratio" shall mean,  for any  twelve-month  period
     ending on the date of  determination of same, the ratio of (1) the earnings
     of Borrower  and its  Consolidated  Subsidiaries  before  interest,  taxes,
     depreciation  and  amortization  during  such  period to (2) the  amount of
     interest  expense and  current  maturities  of  long-term  indebtedness  of
     Borrower and its Consolidated Subsidiaries during such period.

     "Default"  shall mean an event which with the giving of notice or the lapse
     of time (or both) would constitute an Event of Default hereunder.

     "Dollars" and "$" shall mean lawful money of the United States of America.

     "Encumbrances"  shall mean individually,  collectively and  interchangeably
     any and all presently existing and/or future mortgages,  liens, privileges,
     servitudes,  rights-of-way and other contractual  and/or statutory security
     interests  and  rights of every  nature  and kind  that,  now and/or in the
     future may affect the property of Borrower or any Collateral or any part or
     parts thereof.

     "Environmental Laws" shall mean the Comprehensive  Environmental  Response,
     Compensation,  and  Liability Act of 1980,  as amended,  42 U.S.C.  Section
     9601, et seq. ("CERCLA"),  the Superfund Amendments and Reauthorization Act
     of  1986,   Pub.  L.  No.  99-499   ("SARA"),   the   Hazardous   Materials
     Transportation  Act,  49  U.S.C.   Section  1801,  et  seq.,  the  Resource
     Conservation  and  Recovery  Act,  49 U.S.C.  Section  6901,  et seq.,  the
     Louisiana  Environmental  Affairs Act, La. R.S.  30:2001 et seq.,  or other
     applicable Governmental Requirements or regulations adopted pursuant to any
     of the foregoing.

     "ERISA" shall mean the Employee  Retirement Income Security Act of 1974, as
     amended from time to time.

     "Equipment"  shall mean all machinery,  equipment,  furniture and fixtures,
     now owned or hereafter  acquired by Borrower  and/or Gas Jack,  or in which
     Borrower and/or Gas Jack now has or hereafter may acquire any right,  title
     or interest,  and any and all  additions,  substitutions  and  replacements
     thereof,  wherever  located,  together  with all  attachments,  components,
     parts,  products,  equipment and accessories  installed  therein or affixed
     thereto,  including,  but not limited to, all  equipment  as defined in ss.
     9-109(2) of the UCC, and all fixtures as defined in ss.  9-313(1)(a) of the
     UCC.

     "Event   of   Default"   shall   mean   individually,    collectively   and
     interchangeably  any of the  Events of Default  set forth  below in Section
     10.1 hereof.

     "Funded Debt" shall mean, at any time, the sum of all interest-bearing Debt
     of Borrower and its Consolidated Subsidiaries.



                                       3



     "Funded Debt to Cash Flow Ratio"  shall mean,  as of the end of each fiscal
     quarter of Borrower and its Consolidated Subsidiaries, the ratio of (1) the
     amount of Funded Debt of Borrower and its Consolidated  Subsidiaries at the
     end of such fiscal quarter,  to (2) the amount of Cash Flow of Borrower and
     its Consolidated  Subsidiaries for the immediately  preceding  twelve-month
     period ending as of the end of the such fiscal quarter.

     "GAAP" shall mean, at any time, accounting principles generally accepted in
     the United States as then in effect.

     "Gas Jack" shall mean Gas Jack,  Inc.,  an Oklahoma  corporation,  together
     with its successors and assigns.

     "General  Intangibles"  shall mean all general  intangibles,  as defined in
     ss.9-106 of the UCC, of the Borrower and/or Gas Jack,  whether now owned or
     hereafter  acquired,   and  shall  include,   without  limitation  (i)  all
     contractual rights and obligations or indebtedness owing to Borrower and/or
     Gas Jack (other than Receivables) from whatever source; (ii) all things and
     actions, rights represented by judgments and claims arising out of tort and
     other claims related to the  Collateral,  including the right to assert and
     otherwise  be the  proper  party of  interest  to  commence  and  prosecute
     actions;  (iii)  all  goodwill,   patents,  patent  licenses,   trademarks,
     trademark licenses,  trade names, service marks, trade secrets,  rights and
     intellectual property, copyrights, permits and licenses; (iv) all rights or
     claims in respect of refunds for taxes paid;  and (v) all deposit  accounts
     of Borrower and/or Gas Jack.

     "Governmental  Requirement"  shall mean any  applicable  state,  federal or
     local law, statute, ordinance, code, rule, regulation, order or decree.

     "Guaranties"  shall mean that  certain  Commercial  Guaranty of Brooks Mims
     Talton, III, dated of even date herewith,  that certain unlimited in solido
     guaranty to be  provided  by Gas Jack  pursuant to the terms of Section 6.2
     hereof,  and any other guaranties of any Person which guarantee  payment of
     any part of the Indebtedness,  as any of such guaranties may be amended and
     from time to time in effect.

     "Guarantors"  shall mean Brooks Mims Talton,  III, Gas Jack,  and any other
     Persons  who may from  time to time  guarantee  payment  of any part of the
     Indebtedness.

     "Indebtedness"  shall  mean,  at any time,  the  indebtedness  of  Borrower
     evidenced by the Term Note executed by Borrower pursuant to this Agreement,
     in principal,  interest, costs, expenses and reasonable attorneys' fees and
     all other fees and charges,  together  with all  commitment  fees and other
     indebtedness and costs and expenses for which Borrower is responsible under
     this Agreement or under any of the Related Documents. In addition, the word
     "Indebtedness" also includes any and all other loans, extensions of credit,
     obligations, debts and liabilities, plus interest thereon, of Borrower that
     may now and in the future be owed to or incurred in favor of Bank,  as well
     as all claims by Bank  against  Borrower,  whether  existing  now or later;
     whether they are voluntary or involuntary,  due or to become due, direct or
     indirect or by way of assignment, determined or



                                       4



     undetermined,  absolute or contingent, liquidated or unliquidated;  whether
     Borrower may be liable individually or jointly with others, of every nature
     and kind whatsoever, in principal, interest, costs, expenses and reasonable
     attorneys'  fees and all other fees and  charges;  whether  Borrower may be
     obligated as principal obligor, guarantor,  surety,  accommodation party or
     otherwise.

     "Inventory" shall mean all inventory, as defined in ss.9-109(4) of the UCC,
     of Borrower  and/or Gas Jack,  whether now owned or  hereafter  acquired by
     Borrower  and/or  Gas Jack,  wherever  located,  and shall  include  all of
     Borrower's and Gas Jack's raw materials,  work in process,  finished goods,
     merchandise,  parts and supplies, of every kind and description,  and goods
     held for sale or lease or  furnished  under  contracts  of service in which
     Borrower and/or Gas Jack now has or hereafter  acquires any right,  whether
     held by Borrower  and/or Gas Jack or others,  and all  documents  of title,
     warehouse receipts,  bills of lading, and all other documents of every type
     covering all or any part of the  foregoing.  Inventory  includes  inventory
     temporarily  out of the custody or  possession  of Borrower or Gas Jack and
     all returns on Receivables.

     "Investment  Property" shall all investment property of Borrower and/or Gas
     Jack, whether now owned or hereafter  acquired,  consisting of certificated
     and  uncertificated   securities,   securities   entitlements,   securities
     accounts, commodity contracts and commodity accounts (as each of said items
     are defined in ss. 9-115 of the UCC and in La. R. S. 10:8-102).

     "Keenan" shall mean Burt H. Keenan (Social Security No.  ###-##-####),  his
     successors, heirs, legatees and assigns.

     "Loan Documents"  shall mean this Agreement,  the Term Note, the Collateral
     Documents and any other Related Documents.

     "Lockbox  Account" shall have the meaning  ascribed to such term in Section
     8.15 hereof.

     "Material Adverse Change" shall mean, with respect to Borrower or Gas Jack,
     an event which causes a material  adverse  effect on the business,  assets,
     operations or condition  (financial or otherwise) of either such  entities,
     or which  otherwise  changes in a  materially  adverse way any other facts,
     circumstances  or  conditions  which Bank has relied  upon or  utilized  in
     making the Term Loan Commitment hereunder.

     "Maturity Date" shall mean the earlier to occur of (a) October 29, 2004, or
     (b) the date of the earlier  acceleration of the Term Loan by Bank pursuant
     to Article X hereof.

     "Permitted  Encumbrances"  shall have the meaning  ascribed to such term in
     Section 9.4 hereof.



                                       5



     "Person"  shall mean an individual or a  corporation,  partnership,  trust,
     joint venture,  incorporated  or  unincorporated  association,  joint stock
     company,  government,  or an agency or political  subdivision  thereof,  or
     other entity of any kind.

     "Purchase Agreement" shall mean that certain Stock Purchase Agreement dated
     as of October 29, 1999, by and among  Borrower and the Estate of Ran Ricks,
     Jr., Art L. Swanson, J.W. Waldrop, Jeffrey E. Henderson,  Joseph D. Vaughn,
     Discovery  Fund I-90  Limited  Partnership,  Discovery  Fund II-90  Limited
     Partnership, Discovery Fund III-90 Limited Partnership, and Citicap, Inc.

     "Receivables"  shall mean,  with respect to Borrower  and/or Gas Jack,  all
     accounts  (as such term is  defined  in  ss.9-106  of the UCC) of  Borrower
     and/or Gas Jack, and shall include all trade accounts,  other  receivables,
     or other rights to payment for goods sold or leased by or services rendered
     by Borrower and/or Gas Jack(or a third party grantor acceptable to Bank).

     "Related  Documents"  shall mean and  include  individually,  collectively,
     interchangeably   and  without  limitation  all  promissory  notes,  credit
     agreements, loan agreements,  guaranties,  security agreements,  mortgages,
     collateral  mortgages,  deeds  of  trust,  and all  other  instruments  and
     documents,  whether now or hereafter existing,  executed in connection with
     the Indebtedness.

     "Security Agreements" shall mean, collectively, (i) that certain Commercial
     Security  Agreement  dated of even date  herewith  by  Borrower in favor of
     Bank,  affecting,   without  limitation,  all  of  Borrower's  Receivables,
     Inventory,  Investment Property, Equipment, General Intangibles and deposit
     accounts and other funds on deposit  with Bank,  as the same may be amended
     or modified from time to time,  and (ii) that certain  Commercial  Security
     Agreement to be executed by Gas Jack in favor of Bank pursuant to the terms
     hereof,  affecting,  without  limitation,  all of Gas  Jack's  Receivables,
     Inventory,  Investment Property, Equipment, General Intangibles and deposit
     accounts and other funds on deposit  with Bank,  as the same may be amended
     or modified from time to time.

     "Securities  Account  Pledge" shall mean that certain  Investment  Property
     Security  Agreement  October 8, 1999, by Keenan in favor of Bank affecting,
     among other property  described  therein,  all of Keenan's rights in and to
     that certain  investment  account no.  5AL005694  maintained by Keenan with
     Hibernia  Investment  Securities,  Inc.,  as the  same  may be  amended  or
     modified from time to time.

     "Solvent"  shall mean, when used with respect to any Person on a particular
     day, that on such date (i) the fair value of the property of such Person is
     greater than the total amount of liabilities, including without limitation,
     contingent liabilities, of such person, (ii) the present fair salable value
     of the  assets  of such  person is not less  than the  amount  that will be
     required to pay the probable  liability of such Person on its debts as they
     become absolute and matured,  (iii) such Person is able to realize upon its
     assets and pay its debts and other liabilities,  contingent obligations and
     other  commitments as they mature in the ordinary course of business,  (iv)
     such Person does not intend to, and does not believe that



                                       6



     it will, incur debts and liabilities beyond such Person's ability to pay as
     such debts and  liabilities  mature,  and (v) such Person is not engaged in
     business  or a  transaction,  and is not about to engage in  business  or a
     transaction, for which such Person's property would constitute unreasonably
     small capital after giving due consideration to the prevailing  practice in
     the industry in which such person is engaged.  In  computing  the amount of
     contingent  liabilities  at any time, it is intended that such  liabilities
     will be  computed  at the  amount  which,  in light of all of the facts and
     circumstances  existing  at such time,  represents  the amount  that can be
     reasonably expected to become an actual or matured liability.

     "Subsidiaries"  shall mean at any date, with respect to any Person, all the
     corporations  of which such Person at such date,  directly  or  indirectly,
     owns 50% or more of the  outstanding  capital stock  (excluding  directors'
     qualifying shares), and "Subsidiary" means any one of the Subsidiaries.

     "Stock Pledge" shall mean that certain pledge and security  agreement to be
     executed and  delivered by Borrower in favor of Bank  pursuant to the terms
     hereof,  affecting  all  outstanding  shares of stock of Gas Jack  acquired
     pursuant to the Purchase Agreement,  as the same may be amended or modified
     from time to time.

     "Tangible  Net  Worth"  shall  mean,  at any time,  the amount of the total
     assets of  Borrower  and its  Consolidated  Subsidiaries,  determined  on a
     consolidated basis, excluding intangible assets (i.e., patents, copyrights,
     trademarks, trade names, franchises, goodwill, organizational expenses, and
     similar  intangible  expenses,   but  including  leaseholds  and  leasehold
     improvements), less the amount of the total liabilities of Borrower and its
     Consolidated Subsidiaries, determined on a consolidated basis.

     "Term Loan Commitment" means the agreement by Bank to make the Term Loan in
     accordance with the provisions of Article II hereof.

     "Term  Loan"  shall  mean  the loan  made by Bank  under  the Term  Note to
     Borrower  in  accordance  with and  subject  to the  terms of the Term Loan
     Commitment.

     "Term Note" shall mean that certain  promissory note made by Borrower dated
     of even date herewith,  payable to the order of Bank in principal amount of
     $2,800,000.00,  as said Term Note is more fully  described  in Section  2.2
     hereof, together with any and all extensions,  renewals,  modifications and
     substitutions therefor.

     "UCC"  shall mean the  Uniform  Commercial  Code,  Commercial  Laws-Secured
     Transactions  (La.  R.S.  10:9-101 et seq.) in the State of  Louisiana,  as
     amended  from  time to  time,  provided  that  if by  reason  of  mandatory
     provisions of law, the perfection or effect of perfection or non-perfection
     of the Bank's  Encumbrances  against  the  Collateral  is  governed  by the
     Uniform Commercial Code as in effect in a jurisdiction other than the State
     of Louisiana,  "UCC" means the Uniform Commercial Code as in effect in such
     other jurisdiction.



                                       7



     Section  1.2.  Accounting  Terms.  All  accounting  terms not  specifically
defined  herein shall be construed in  accordance  with GAAP,  and all financial
data submitted  pursuant to this Agreement  shall be prepared in accordance with
GAAP.


                                   ARTICLE II

                                  THE TERM LOAN


     Section 2.1. The Term Loan. Subject to the terms, conditions and provisions
of this  Agreement,  Bank agrees to make a term loan to Borrower in an amount of
$2,800,000.00 (the "Term Loan"), the proceeds of which shall be used exclusively
by Borrower to finance part of its cost of the  acquisition  of all  outstanding
and issued  shares of stock of Gas Jack  pursuant  to the terms of the  Purchase
Agreement,  and to  refinance  existing  indebtedness  of Gas  Jack  owed to UMB
Oklahoma Bank.

     Section 2.2. The Term Note. Borrower's indebtedness to Bank pursuant to the
Term Loan shall be evidenced by the Term Note. The Term Note shall bear interest
at a fixed  rate of 8.8%  per  annum  from  its date  until  paid in full,  with
interest payable monthly on the last day of each month  commencing  November 30,
1999,  and on the day of each month  thereafter  this Note is paid in full.  The
principal  amount  outstanding  under  the  Term  Note  shall be  payable  in 59
installments in the amount of $46,666.67 each, commencing November 30, 1999, and
continuing  on the same  day of each  month  thereafter  through  and  including
September 30, 2004, plus a final  installment due on the Maturity Date, at which
time all outstanding principal and accrued interest under the Term Note shall be
due and payable in full

     Section 2.3.  Prepayment of Term Loan. Borrower may prepay the Term Loan in
whole or in part at any  time  provided  that any  prepayment  of  principal  be
accompanied  by the  payment  of accrued  simple  interest  and any unpaid  late
charges due under the Term Note through the date of prepayment.  All prepayments
of principal  shall be applied to  installments  of principal  due in an inverse
order of maturity.  Any partial prepayments under the Term Loan will not relieve
the Borrower of its  obligation to make regularly  scheduled  payments under the
above  payment  schedule.  Such  prepayments  will instead  reduce the principal
balance due, and the Borrower may be required to make fewer  payments  under the
Term Note. Amounts prepaid under the Term Note may not be reborrowed.

     Section 2.4. Use of Proceeds.  Borrower  shall use the proceeds of the Term
Loan solely for the purposes described in Section 2.1 hereof.


                                   ARTICLE III

                           [Intentionally left blank]



                                       8



                                   ARTICLE IV

                           CERTAIN GENERAL PROVISIONS


     Section  4.1.  Payments  to Bank.  All  payments  of  principal,  interest,
commitment  fees and any other  amounts due  hereunder or under any of the other
Related  Documents  shall  be  made  to the  Bank at the  Bank's  office  at 313
Carondelet Street, New Orleans,  Louisiana 70130, or at such other location that
the Bank may from time to time designate in writing to Borrower, in each case in
immediately available funds.

     Section 4.2. No Offset,  etc. All payments by Borrower  hereunder and under
any of the other Related  Documents shall be made without setoff or counterclaim
and free and clear of and  without  deduction  for any taxes,  levies,  imposts,
duties, charges, fees, deductions, withholdings,  compulsory loans, restrictions
or  conditions  of  any  nature  now  or  hereafter  imposed  or  levied  by any
jurisdiction or any political  subdivision  thereof or taxing or other authority
therein  unless  Borrower  is  compelled  by  law  to  make  such  deduction  or
withholding. If any such obligation is imposed upon Borrower with respect to any
amount  payable  by it  hereunder  or under  any of the  other  Loan  Documents,
Borrower  will pay to the  Bank,  on the date on which  such  amount  is due and
payable hereunder or under such other Related  Document,  such additional amount
as shall be  necessary  to enable the Bank to receive the same net amount  which
Bank would have  received on such due date had no such  obligation  been imposed
upon Borrower.  Borrower will deliver promptly to the Bank certificates or other
valid vouchers for all taxes or other charges deducted from or paid with respect
to payments made by Borrower hereunder or under such other Loan Documents.

     Section 4.3.  Computations.  All  computations of interest on the Term Loan
and of  commitment  or other fees shall be assessed  utilizing  a 360-day  daily
interest  factor over the number of days in an actual calendar year (365 days or
366 days in a leap year).  Bank shall determine each interest rate applicable to
the Term Loans in accordance with this Agreement,  and Bank's  determination  of
same shall be conclusive in the absence of manifest  error.  Except as otherwise
provided herein,  whenever a payment hereunder or under any of the other Related
Documents becomes due on a day that is not a Business Day, the due date for such
payment  shall be extended to the next  succeeding  Business  Day,  and interest
shall accrue during such extension.  The outstanding  amount of the Term Loan as
reflected on the Bank's books and records from time to time shall be prima facie
evidence of the amounts so outstanding.

     Section 4.4.  Additional  Costs,  etc. If any present or future  applicable
law, which expression,  as used herein, includes statutes, rules and regulations
thereunder  and  interpretations  thereof  by  any  competent  court  or by  any
governmental   or  other   regulatory   body  or  official   charged   with  the
administration  or  the   interpretation   thereof  and  requests,   directives,
instructions and notices at any time or from time to time hereafter made upon or
otherwise issued to the Bank



                                       9



by any central bank or other fiscal, monetary or other authority (whether or not
having the force of law), shall:

     (1) subject the Bank to any tax, levy, impost, duty, charge, fee, deduction
     or  withholding  of any nature with  respect to this  Agreement,  the other
     Related  Documents  or the  Indebtedness  (other  than taxes  based upon or
     measured by the revenue, income or profits of the Bank), or

     (2) materially change the basis of taxation (except for changes in taxes on
     revenue,  income or profits) of payments to the Bank of the principal of or
     the interest on the  Indebtedness  of any other amounts payable to the Bank
     under this Agreement or the other Related Documents, or

     (3)  impose or  increase  or render  applicable  (other  than to the extent
     specifically provided for elsewhere in this Agreement) any special deposit,
     reserve,   assessment,   liquidity,   capital  adequacy  or  other  similar
     requirements  (whether or not having the force of law) against  assets held
     by, or deposits in or for the account of, or loans by, or commitments of an
     office of the Bank, or

     (4) impose on the Bank any other conditions or requirements with respect to
     this Loan Agreement, the other Related Documents, the Indebtedness,  or any
     class of loans of which the  Indebtedness  forms a part,  and the result of
     any of the foregoing is

               (i) to increase the cost to the Bank of making, funding, issuing,
          renewing, extending or maintaining the Indebtedness, or

               (ii) to reduce the amount of principal,  interest or other amount
          payable to the Bank hereunder on account of such the Indebtedness, or

               (iii) to  require  the Bank to make any  payment or to forego any
          interest or other sum payable  hereunder,  the amount of which payment
          or foregone  interest or other sum is  calculated  by reference to the
          gross amount of any sum receivable or deemed received by the Bank from
          Borrower hereunder,

then, and in each such case,  Borrower will, upon demand made by the Bank at any
time and from time to time and as often as the occasion  therefor may arise, pay
to the Bank such additional amounts as will be sufficient to compensate the Bank
for such additional  cost,  reduction,  payment or foregoing  interest or others
sum.

     Section 4.5. Capital Adequacy. If after the date hereof the Bank reasonably
determines  that (a) the  adoption of or change in any law,  governmental  rule,
regulations,  policy guideline or directive  (whether or not having the force of
law) regarding  capital  requirements for banks or bank holding companies or any
change in the  interpretation or application  thereof by a court or governmental
authority with  appropriate  jurisdiction,  or (b) compliance by the Bank or any
corporation  controlling the Bank with any law,  governmental rule,  regulation,
policy,  guideline or directive  (whether or not having the force of law) of any
such entity regarding



                                       10



capital adequacy,  has the effect of reducing the return on the Bank's Term Loan
to a level below that which the Bank could have achieved but for such  adoption,
change or  compliance  (taking  into  consideration  the  Bank's  then  existing
policies with respect to capital  adequacy and assuming full utilization of such
entity's capital) by any amount deemed by the Bank to be material, then the Bank
may notify Borrower of such fact. Borrower agrees to pay the Bank for the amount
of such  reduction  in the  return  on  capital  as and when such  reduction  is
determined upon  presentation by the Bank of a certification  in accordance with
paragraph Section 4.6.

     Section 4.6. Certificate;  Optional Right of Prepayment. Bank shall provide
Borrower  with a  certificate  setting  forth any  additional  amounts  which it
declares to be payable  pursuant to Sections 4.4 and 4.5 hereof,  and a complete
explanation  of such amounts which are due, and each such  certificate  shall be
conclusive, absent manifest error, that such amounts are due and owing. Borrower
shall  have  the  right,  at any  time  within  90 days of  receipt  of any such
certificate,  to  prepay  the  Term  Loan  (subject  to any and  all  prepayment
penalties, if any, under the terms of this Agreement) without being obligated to
pay any such additional  costs set forth in such  certificate,  after which Bank
shall  promptly  terminate,  discharge  and  release  of record  (at  Borrower's
expense)  all of its  Encumbrances  affecting  the  Collateral  and  return  all
Collateral to Borrower.

     Section  4.7.  Commitment  Fee for the Term Loan.  In addition to the other
fees and expenses  described  in Section  11.4 hereof,  the Borrower has paid or
shall pay upon the execution of this Agreement the remaining  balance due on the
Bank's  total  commitment  fee in the  amount  of  $28,000.00  for the Term Loan
Commitment.


                                    ARTICLE V

                          SECURITY FOR THE INDEBTEDNESS


     Section 5.1. Security. The Indebtedness shall be secured by the following:

     (a) the Assignment of Leases;

     (b) the Security Agreements;

     (c) the Guaranties;

     (d) the Stock Pledge;

     (e) the Securities Account Pledge; and,

     (f) such other Collateral  Documents now or hereafter granted by any Person
as security for any part of the Indebtedness.



                                       11



     Section 5.2. Agreement to Release  Securities  Account Pledge.  Bank hereby
agrees  that in the  event  that the  shareholders  of  Borrower  contribute  an
additional  $1 million in equity  subsequent  to the date  hereof,  and Borrower
thereafter  applies as much of such additional  equity as may be required to pay
all then  outstanding  revolving  loans  which Bank has  committed  to extend to
Borrower and Gas Jack as co-borrowers, Bank agrees, provided no Default or Event
of Default then exists, to release the Securities  Accounts Pledge and any claim
or Encumbrance to the funds and/or securities contained therein.


                                   ARTICLE VI

                              CONDITIONS PRECEDENT


     Section 6.1. Conditions  Precedent to the Term Loan. The obligation of Bank
to make the Term Loan  hereunder  shall be subject to the  satisfaction  and the
continued satisfaction of the following conditions precedent:

     (a) Borrower shall have executed and delivered to Bank this Agreement,  the
Collateral  Documents,  the Term Note and all other  documents  required by this
Agreement,  all in form and substance and in such number of  counterparts as may
be required by Bank;

     (b) Brooks Mims Talton,  III, shall have executed and delivered to Bank his
unlimited  in solido  Guaranty  of the  Indebtedness  and all other  present and
future Debt of Borrower to Bank;

     (c) The  representations  and  warranties of Borrower and Guarantors as set
forth herein, or any Related Document furnished to Bank in connection  herewith,
shall be and remain true and correct;

     (d) Bank  shall  have  received  a  favorable  legal  opinion of counsel to
Borrower and Guarantors, in scope and substance satisfactory to Bank;

     (e) Bank shall have received certified  resolutions of Borrower authorizing
the Term Loan and the  execution  and  delivery  of all  documents  contemplated
hereby;

     (f) Bank shall have received all fees,  charges and expenses  which are due
and payable as specified in this Agreement or any Related Document;

     (g) No Default or Event of Default  shall  exist or shall  result  from the
making of the Term Loan;

     (h)  Borrower  shall  have  provided  Bank with all  financial  statements,
reports and certificates required by this Agreement;



                                       12



     (i) Bank's counsel shall have reviewed the corporate structure and articles
of  incorporation  of Borrower,  and shall be satisfied  with the validity,  due
authorization and enforceability of all Related Documents;

     (j)  There  shall  have  been no  change  to the  corporate  structure  and
ownership of Borrower than from what has been previously represented to Bank;

     (k) Bank shall have  received  evidence  acceptable to Bank and its counsel
that its  Encumbrances  affecting  the  Collateral  shall have a first  priority
position,  subject only to Permitted Encumbrances,  upon the funding of the Term
Loan and the  cancellation  of certain  liens held by UMB Oklahoma  Bank against
assets of Gas Jack  contemporaneously  with the payment of the loans of Gas Jack
from the proceeds of the Term Loan;

     (l) Bank shall have received  evidence that all other policies of insurance
required by this  Agreement and the  Collateral  Documents are in full force and
effect;

     (m) Bank, at its option and for its sole benefit,  shall have  conducted an
audit of each Borrower's  payment records,  ledger sheets, and computer tapes or
disks  kept to  record  payment  information,  and of  Borrower's  other  books,
records, and operations, and Bank shall be satisfied as to their condition;

     (n) Keenan shall have granted the  Securities  Account  Pledge to Bank, the
securities  account  affected by the  Securities  Account Pledge shall have been
established by Keenan with the purchase or deposit of securities or cash therein
with an aggregate market value of not less than $1 million, and Keenan, Hibernia
Investment Securities, Inc., and Bank shall have entered into an account control
agreement on terms and  conditions  acceptable  to Bank which  provide Bank with
"control" over such securities account within the meaning of the UCC; and,

     (o) There shall have occurred no Material Adverse Change.

     Section 6.2. Conditions Subsequent to the Term Loan. The obligation of Bank
to allow the Term Loan hereunder to remain  outstanding  shall be subject to the
satisfaction  of the  following  conditions  within two (2) Business Days of the
funding of the Term Loan:

     (a) Gas Jack shall have  executed and  delivered  to Bank its  unlimited in
solido  Guaranty of the  Indebtedness,  and all other present and future Debt of
Borrower to Bank, as well as its Security Agreement affecting all of its present
and future  Receivables,  Inventory,  Investment  Property,  Equipment,  General
Intangibles  and deposit  accounts  and other funds on deposit with Bank and the
Assignment of Leases in form and substance satisfactory to Bank;

     (b) Bank shall have received certified  resolutions of Gas Jack authorizing
its Guaranty, Assignment of Leases and Security Agreement;

     (c) Bank shall have  received a favorable  legal  opinion of counsel to Gas
Jack with  respect  to the  enforceability  and  binding  effect  of Gas  Jack's
Guaranty,  Assignment of Leases and Security  Agreement,  in scope and substance
satisfactory to Bank;



                                       13



     (d) Bank shall have  received  evidence  acceptable to Bank and its counsel
that its  Encumbrances  affecting the Collateral  owned by Gas Jack shall have a
first priority position, subject only to Permitted Encumbrances; and,

     (e) Borrower  shall have  executed and delivered the Stock Pledge and shall
have delivered all  outstanding  and issued shares of stock of Gas Jack acquired
pursuant to the Purchase Agreement to Bank, together with stock powers and Reg U
statements which Bank may reasonably require.


                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES


     Borrower represents and warrants to Bank as follows:

     Section 7.1. Corporate  Authority.  Borrower is a corporation duly created,
validly  existing and in good standing  under the laws of the State of Delaware,
and is duly qualified and in good standing as a foreign corporation in all other
jurisdictions where the failure to qualify would have an adverse effect upon its
ability  to  perform  its  obligations  under  this  Agreement  and all  Related
Documents.  Borrower has the power to enter into this Agreement,  issue the Term
Note,  mortgage and grant security interests in the Collateral in the manner and
for the purpose  contemplated  by the  Collateral  Documents.  Borrower  has the
corporate power to perform their obligations  hereunder and under this Agreement
and of the Related  Documents.  The making and  performance  by Borrower of this
Agreement  and of  the  Related  Documents  have  been  duly  authorized  by all
necessary corporate action (including all necessary  shareholder action), and do
not and will not violate any  provision  of any law,  rule,  regulation,  order,
writ,  judgment,  decree,  determination  or award  presently  in effect  having
applicability  to Borrower or the articles of  incorporation  of  Borrower.  The
making and  performance by Borrower of this Agreement and the Related  Documents
do not and will not  result in a breach  of or  constitute  a default  under any
indenture or loan or credit  agreement or any other  agreement or  instrument to
which Borrower is a party or by which it may be bound or affected, or result in,
or require,  the creation or imposition of any mortgage,  deed of trust, pledge,
lien, security interest or other charge or encumbrance of any nature (other than
as  contemplated  this  Agreement  and by the  Related  Documents)  upon or with
respect to any of the  properties  now owned or hereafter  acquired by Borrower,
and Borrower is not in default  under or in  violation of any such order,  writ,
judgment, decree, determination, award, indenture, agreement or instrument. This
Agreement  and  each of the  Related  Documents  to  which  Borrower  is a party
constitutes  legal,  valid and binding  obligations of Borrower,  enforceable in
accordance with its terms,  except to the extent that the enforceability of such
instruments may be subject to the effect of applicable  bankruptcy,  insolvency,
reorganization,   moratorium  or  similar  laws  affecting   creditors'   rights
generally, or the effect of general equity principles.



                                       14



     Section 7.2.  Financial  Statements.  The balance  sheet of Borrower at the
date thereof, and the related statements of income and retained earnings for the
periods  covered  thereby,  copies of which  have been  delivered  to Bank,  are
complete and correct and fairly  present the financial  condition of Borrower as
of the date or dates thereof. Each of said financial statements were prepared in
conformity  with GAAP applied on a basis  consistent with the preceding year. No
Material Adverse Change has occurred since said dates in the financial  position
or in the results of operations of Borrower in its business taken as a whole.

     Section 7.3. Title to Collateral. Borrower has good and marketable title to
the  Collateral in which it has or shall grant Bank an  Encumbrance  as security
for the  Indebtedness,  free and clear of all Encumbrances  other than Permitted
Encumbrances.  The Collateral  Documents  constitute legal,  valid and perfected
first  Encumbrances on the property  interests covered thereby,  subject only to
Permitted Encumbrances.

     Section 7.4.  Litigation.  Other than as has been  disclosed  previously to
Bank in  writing,  there are no material  legal  actions,  suits or  proceedings
pending or, to the best of Borrower's knowledge, threatened against or affecting
Borrower  or any of its  properties  before any court or  administrative  agency
(federal,  state or local),  which, if determined  adversely to Borrower,  would
constitute  a Material  Adverse  Change,  and there are no  judgments or decrees
affecting  Borrower  or  its  properties  (including,  without  limitation,  the
Collateral) which are or may become an Encumbrance against such properties.

     Section  7.5.  Approvals.  No  authorization,  consent,  approval or formal
exemption of, nor any filing or  registration  with,  any  governmental  body or
regulatory authority (federal, state or local), and no vote, consent or approval
of the  shareholders  of Borrower is or will be required in connection  with the
execution and delivery by Borrower of the Related  Documents or the  performance
by Borrower of its obligations hereunder and under the other Related Documents.

     Section 7.6. Licenses. Borrower possesses adequate franchises, licenses and
permits  to own  its  properties  and to  carry  on its  business  as  presently
conducted.

     Section 7.7. Adverse  Agreements.  Borrower is not a party to any agreement
or instrument,  or subject to any charter or other  restriction,  materially and
adversely  affecting  its  business,  properties,  assets,  or operations or its
condition  (financial  or  otherwise),  and  Borrower  is not in  default in the
performance,  observance or fulfillment of any of the obligations,  covenants or
conditions  contained  in any  agreement or  instrument  to which it is a party,
which default would constitute a Material Adverse Change.

     Section  7.8.  Default or Event of Default.  No Default or Event of Default
hereunder  has occurred or is continuing or will occur as a result of the giving
effect hereto.

     Section 7.9. Employee Benefit Plans. Each employee benefit plan as to which
Borrower  may have any  liability  complies in all  material  respects  with all
applicable requirements of law and regulations,  and (i) no Reportable Event (as
defined in ERISA) has occurred with respect to any such plan,  (ii) Borrower has
not withdrawn from any such plan or initiated steps to do so, and (iii) no steps
have been taken to terminate any such plan.



                                       15



     Section  7.10.  Investment  Company  Act.  Borrower  is not an  "investment
company"  or a company  "controlled"  by an  "investment  company,"  within  the
meaning of the Investment Company Act of 1940, as amended.

     Section  7.11.  Public  Utility  Holding  Company  Act.  Borrower  is not a
"holding company," or a "subsidiary  company" of a "holding company," within the
meaning of the Public Utility Holding Company Act of 1935, as amended.

     Section 7.12.  Regulations G, T and U. Borrower is not engaged principally,
or as one of its important  activities,  in the business of extending credit for
the  purpose of  purchasing  or  carrying  margin  stock  (within the meaning of
Regulations G, T and U of the Board of Governors of the Federal Reserve System),
and none of the  proceeds  of the Term  Loan  will be used  for the  purpose  of
purchasing or carrying such margin stock.

     Section  7.13.  Location of Borrower's  Offices,  Records and Inventory and
Equipment.  The chief  place of  business  of  Borrower,  and the  office  where
Borrower keeps its records concerning the Collateral,  and the present locations
of Borrower's  Inventory (other than Inventory out on lease) and Equipment,  are
as follows:

Place of Business/Records Location           Inventory and Equipment Locations
- ----------------------------------           ---------------------------------

Borrower -

17571 Red Oak Drive                          17571 Red Oak Drive
Houston, TX  77090                           Houston, TX  77090
                                             (no presently owned Inventory)

     Section 7.14. Information.  All information heretofore or contemporaneously
herewith furnished by Borrower to Bank for the purposes of or in connection with
this Agreement or any  transaction  contemplated  hereby is, and all information
hereafter  furnished  by or on behalf  of  Borrower  to Bank  will be,  true and
accurate in every material  respect on the date as of which such  information is
dated or  certified;  and none of such  information  is or will be incomplete by
omitting to state any  material  fact  necessary  to make such  information  not
misleading.

     Section 7.15.  Environmental Matters.  Except as may have been disclosed in
writing to Bank prior to the date  hereof,  no  properties  of Borrower has ever
been, and ever will be so long as this Agreement remains in effect, used for the
generation,  manufacture,  storage,  treatment,  disposal, release or threatened
release of any hazardous  waste or substance,  as those terms are defined in the
Environmental Laws, except in compliance with such Environmental Laws. Except as
may have been disclosed in writing by Borrower to Bank,  Borrower represents and
warrants that it is in compliance with all  Environmental  Laws affecting it and
its properties.

     Section 7.16. Solvency of Borrower.  Borrower is, and after consummation of
the  transactions  contemplated  by this Agreement  (including the making of the
Term Loan),  and after giving effect to all obligations  incurred by Borrower in
connection herewith, will be, Solvent.



                                       16



     Section 7.17. Year 2000 Compliance.  Borrower  represents and warrants that
all material  systems used in the conduct of its business will have  appropriate
capabilities  and  compatibility  to handle  calendar  dates falling on or after
January 1, 2000, and all  information  pertaining to such calendar  dates.  Upon
reasonable   request,   Borrower   agrees  to  provide  to  Bank   documentation
satisfactory  to Bank to  establish  that its systems and software are year 2000
compliant,  or that Borrower is in the process of  implementing a plan to ensure
that its systems and software will be 2000 compliant before December 31, 1999.

     Section  7.18.  Survival  of  Representations   and  Warranties.   Borrower
understands and agrees that Bank is relying upon the above  representations  and
warranties in making the Term Loan to Borrower. Borrower further agrees that the
foregoing representations and warranties shall be continuing in nature and shall
remain in full force and effect  until  such time as the  Indebtedness  shall be
paid in full, or until this Agreement shall be terminated, whichever is the last
to occur.


                                  ARTICLE VIII

                              AFFIRMATIVE COVENANTS


     In addition to the covenants contained in the Collateral  Documents,  which
covenants are hereby ratified and confirmed by Borrower,  Borrower covenants and
agrees as follows:

          Section 8.1. Financial  Statements.  Borrower will furnish or cause to
     be furnished to Bank:

     (a)  within  forty-five  (45) days following the end of each fiscal quarter
          of Borrower,  financial  statements  consisting  of a balance sheet of
          Borrower  and  Gas  Jack as of the end of  such  fiscal  quarter,  and
          statements  of income and  statements of cash flow of Borrower and Gas
          Jack for such  fiscal  quarter and for the fiscal  year  through  such
          fiscal  quarter,  all  certified  by the chief  financial  officer  of
          Borrower or Gas Jack,  as the case may be, as having been  prepared in
          accordance with GAAP consistently applied;

     (b)  within  forty-five  (45) days following the end of each fiscal quarter
          of Borrower,  the consolidated and consolidating  financial statements
          of Borrower and its Consolidated  Subsidiaries consisting of a balance
          sheet as of the end of such fiscal  quarter,  and statements of income
          and  statements  of  cash  flow  of  Borrower  and  its   Consolidated
          Subsidiaries  for such fiscal  quarter and for the fiscal year through
          such fiscal quarter,  all certified by the chief financial  officer of
          Borrower as having been prepared in accordance with GAAP  consistently
          applied,  together  with the 10-Q or  equivalent  report  submitted by
          Borrower to the Securities and Exchange Commission for such period;



                                       17



     (c)  as  soon  as  available  and in any  event  within  ninety  (90)  days
          following  the  close of each  fiscal  year of  Borrower,  unqualified
          audited   consolidated  and  consolidating   financial  statements  of
          Borrower and its  Consolidated  Subsidiaries  consisting  of a balance
          sheet as of the end of such fiscal year and statements of income,  and
          statement  of cash flow for such fiscal  year,  setting  forth in each
          case in comparative form the  corresponding  figures for the preceding
          fiscal year, certified by independent public accountants of recognized
          standing  acceptable  to Bank,  together  with the 10-K or  equivalent
          report submitted by Borrower to the Securities and Exchange Commission
          for such period;

     (d)  within  fifteen  days (15) of the filing of same,  copies of all Forms
          1120 and all schedules and attachments  thereto as submitted  annually
          to the  Internal  Revenue  Service by  Borrower  and its  Consolidated
          Subsidiaries;

     (e)  with each set of quarterly  financial  reports submitted in accordance
          with paragraph (a) above, a compliance certificate signed by the chief
          financial  officer of each Borrower,  certifying that said officer has
          reviewed  this  Agreement  and to the best of his or her  knowledge no
          Default or Event of Default has occurred,  or if such Default or Event
          of Default has occurred, specifying the nature and extent thereof, and
          that all  financial  covenants  in this  Agreement  have been met, and
          providing a computation of all financial covenants contained herein;

     (f)  as  soon  as  available  and in any  event  within  thirty  (30)  days
          following  the end of  each  calendar  year,  the  personal  financial
          statements  of Brooks  Mims  Talton,  III,  signed by Mr.  Talton  and
          submitted  pursuant to fully  completed  forms of  personal  financial
          statements provided by Bank, together with his federal tax returns and
          all schedules thereto, within fifteen (15) days of the filing of same;

     (g)  on a bi-annual basis, commencing on the second anniversary date of the
          date of this Agreement, a third-party collateral appraisal prepared by
          MB  Valuation  Services  or other  reputable  appraisal  service  firm
          approved by Bank, which is addressed to Bank;

     (h)  within 15 days of receipt of same,  copies of all statements  received
          by Keenan from  Hibernia  Investment  Securities,  Inc.  regarding the
          securities account subject to the Securities Account Pledge; and,

     (i)  such other necessary  financial  information  concerning  Borrower and
          Guarantors as Bank may reasonably request from time to time.

     Section 8.2. Notice of Default;  Litigation;  ERISA Matters.  Borrower will
give written notice to Bank as soon as reasonably  possible and in no event more
than five (5)  Business  Days of (i) the  occurrence  of any Default or Event of
Default  hereunder  of which it has  knowledge,  (ii) the filing of any actions,
suits or proceedings  against  Borrower in any court or before any  governmental
authority  or  tribunal of which it has  knowledge  which could cause a Material
Adverse  Change with respect to Borrower,  (iii) the  occurrence of a reportable
event



                                       18



under,  or the  institution  of steps  by  Borrower  to  withdraw  from,  or the
institution  of any steps to  terminate,  any employee  benefit plan as to which
Borrower may have liability,  or (iv) the occurrence of any other action,  event
or condition of any nature of which Borrower has knowledge  which may cause,  or
lead to, or result in, any Material Adverse Change.

     Section 8.3.  Maintenance  of Corporate  Existence,  Properties  and Liens.
Borrower will (i) continue to engage in the business presently being operated by
it; (ii) maintain its corporate existence and good standing in each jurisdiction
in which it is required to be qualified; (iii) keep and maintain all franchises,
licenses and  properties  necessary in the conduct of its business in good order
and condition; (iv) duly observe and conform to all material requirements of any
governmental  authorities  relative  to  the  conduct  of  its  business  or the
operation  of its  properties  or assets;  and,  (v) maintain in favor of Bank a
first perfected lien and security  interest in the  Collateral,  subject only to
other Permitted Encumbrances.

     Section 8.4.  Collateral  Schedules and  Locations.  As often as Bank shall
reasonably require, Borrower shall deliver to Bank schedules of such Collateral,
including such  information as Bank may require,  including  without  limitation
names and  addresses of account  debtors and agings of  Receivables  and General
Intangibles and the location of all Inventory.

     Section 8.5.  Taxes.  Borrower  shall pay or cause to be paid when due, all
taxes,  local and special  assessments,  and  governmental  and other charges of
every type and description,  that may from time to time be imposed, assessed and
levied  against it and its  properties.  Borrower  further agree to furnish Bank
with evidence that such taxes,  assessments,  and governmental and other charges
due by the Borrower have been paid in full and in a timely manner.  Borrower may
withhold  any such  payment or elect to contest  any lien if Borrower is in good
faith conducting an appropriate  proceeding to contest the obligation to pay and
so long as Bank's interest in the Collateral is not jeopardized.

     Section 8.6.  Required  Insurance.  Borrower shall maintain  insurance with
insurance companies in such amounts and against such risks as is usually carried
by owners of similar  businesses  and  properties  in the same general  areas in
which each of them operates,  and as shall be reasonably  satisfactory  to Bank,
such insurance to include appropriate liability,  hazard, business interruption,
workmens' compensation coverages as Bank may require,  naming Bank as loss payee
and/or  additional  insured,  as  appropriate.  With respect to the  Collateral,
Borrower agrees to provide Bank with the types of insurance  coverages  required
by the Collateral Documents affecting such Collateral.

     Borrower agrees to provide Bank with originals or certified  copies of such
policies of insurance.  Borrower  further  agrees to promptly  furnish Bank with
copies of all renewal notices and, if requested by Bank, with copies of receipts
for paid premium. Borrower shall provide Bank with originals or certified copies
of all renewal or  replacement  policies of insurance no later than fifteen (15)
days before any such existing  policy or policies  should expire.  If Borrower's
insurance  policies required  hereunder and renewals thereof are held by another
person,  Borrower  agree to supply  original or certified  copies of the same to
Bank within the time periods required above.



                                       19



     Section  8.7.  Performance  of Loan  Documents.  Borrower  shall  duly  and
punctually  pay and  perform  its  obligations  under the Term Note,  under this
Agreement and under each of the Related Documents,  in accordance with the terms
hereof and thereof.

     Section 8.8. Compliance with Environmental Laws. Borrower shall comply with
and shall cause all of its employees,  agents,  invitees or sublessees to comply
with all Environmental Laws with respect to the disposal of industrial refuse or
waste, and/or the discharge,  procession,  treatment,  removal,  transportation,
storage and  handling  of  hazardous  or toxic  wastes and  substances,  and pay
immediately  when due the cost of removal of any such waste or substances  from,
and keep its  properties  free of any lien  imposed  pursuant  to any such laws,
rules, regulations or orders.

     Borrower shall give notice to Bank as soon as reasonably possible and in no
event  more  than  five  (5) days  after  it  receives  any  compliance  orders,
environmental  citations, or other notices from any governmental entity relating
to any environmental condition relating to its properties or elsewhere for which
it may have  legal  responsibility  with a full  description  thereof.  Borrower
agrees  to  take  any and  all  reasonable  steps,  and to  perform  any and all
reasonable  actions  necessary or appropriate  to promptly  comply with any such
citations, compliance orders or Environmental Laws requiring Borrower to remove,
treat or dispose of such hazardous  materials,  wastes or conditions at the sole
expense  of  Borrower,  to  provide  Bank  with  satisfactory  evidence  of such
compliance;  provided,  however,  that nothing  contained  herein shall preclude
Borrower from contesting any such compliance orders or citations if such contest
is made in good faith,  appropriate reserves are established for the payment for
the cost of  compliance  therewith,  and Bank's  security  interest  in any such
property affected thereby (or the priority thereof) is not jeopardized.

     Regardless  of whether any Event of Default  hereunder  shall have occurred
and be continuing, Borrower (i) releases and waives any present or future claims
against Bank for indemnity or contribution in the event Borrower  becomes liable
for remediation costs under and  Environmental  Laws, and (ii) agrees to defend,
indemnify and hold harmless Bank from any and all liabilities  (including strict
liability),  actions, demands, penalties,  losses, costs or expenses (including,
without  limitation,  reasonable  attorneys  fees and  remedial  costs),  suits,
administrative  orders,  agency  demand  letters,  costs  of any  settlement  or
judgment  and  claims of any and every kind  whatsoever  which may now or in the
future  (whether  before or after the  termination  of this  Agreement) be paid,
incurred,  or suffered  by, or asserted  against Bank by any person or entity or
governmental  agency for, with respect to, or as a direct or indirect result of,
the presence on or under, or the escape, seepage, leakage, spillage,  discharge,
emission,  or release  from or onto the  property of  Borrower of any  hazardous
materials,   wastes  or  conditions   regulated  by  any   Environmental   Laws,
contamination  resulting  therefrom,  or arising out of, or resulting  from, the
environmental   condition  of  such  property  or  the   applicability   of  any
Environmental  Laws  relating  to  hazardous   materials   (including,   without
limitation,  CERCLA or any so called  federal,  state or local  "super  fund" or
"super lien" laws, statute, ordinance, code, rule, regulation,  order or decree)
regardless  of  whether or not  caused by or within  the  control  of Bank.  The
covenants  and   indemnities   contained  in  this  Section  8.8  shall  survive
termination of this Agreement.



                                       20



     Section 8.9. Further  Assurances.  Borrower will, at any time and from time
to time,  execute and deliver  such  further  instruments  and take such further
action as may  reasonably  be requested by Bank, in order to cure any defects in
the execution and delivery of, or to comply with or accomplish the covenants and
agreements contained in this Agreement or the Collateral Documents.

     Section 8.10. Financial Covenants. Borrower shall comply with the following
covenants and ratios:

     (a)  Borrower and its Consolidated  Subsidiaries  shall maintain a ratio of
          Current  Ratio  of not  less  than  1.10 to 1.00 as of the end of each
          fiscal quarter.

     (b)  Borrower and its Consolidated  Subsidiaries  shall maintain a Tangible
          Net Worth of not less than $2,750,447.00 plus 50% of the net income of
          Borrower and its Consolidated  Subsidiaries (with no deduction for net
          losses) derived after 12/31/98.

     (c)  Borrower and its  Consolidated  Subsidiaries  shall  maintain a Funded
          Debt to Cash Flow  Ratio of (i) less than or equal to 4.0 to 1.0 as of
          the end of each fiscal  quarter  through  12/31/00,  (ii) less than or
          equal to 3.5 to 1.0 as of the end of each  fiscal  quarter  thereafter
          through 12/31/01, and (iii) less than or equal to 3.0 to 1.0 as of the
          end of each fiscal quarter thereafter.

     (d)  Borrower  and its  Consolidated  Subsidiaries  shall  maintain  a Debt
          Service Coverage Ratio of (i) greater than 1.0 to 1.0 as of the end of
          each fiscal quarter through 12/31/00 (provided,  however, that for the
          period ending 12/31/00 only, the Debt Service  Coverage Ratio shall be
          based on the current  quarter's  annualized  interest  expense),  (ii)
          greater  than or  equal  to 1.2 to 1.0 as of the  end of  each  fiscal
          quarter thereafter  through 12/31/01,  and (iii) greater than or equal
          to 1.50 to 1.0 as of the end of each fiscal quarter thereafter.

     Section 8.11. Operations.  Borrower shall conduct its business affairs in a
reasonable  and prudent manner and in compliance  with all  applicable  federal,
state and municipal  laws,  ordinances,  rules and  regulations  respecting  its
properties,  charters, businesses and operations,  including compliance with all
minimum  funding  standards and other  requirements  of ERISA of 1974, and other
laws applicable to any employee benefit plans which it may have, and at all time
shall remain a "going concern" as defined by its auditors.

     Section 8.12. Change of Location.  Borrower shall, within ten (10) Business
Days  prior to any such  addition  or  change,  notify  Bank in  writing  of any
proposed  additions to or changes in the location of the Collateral  (other than
leased Inventory) or of the location of its chief executive office.

     Section 8.13.  Employee Benefit Plans. So long as this Agreement remains in
effect,  Borrower will  maintain  each employee  benefit plan as to which it may
have any liability,  in compliance  with all applicable  requirements of law and
regulations.



                                       21



     Section 8.14. Field Audits; Other Information.  Borrower shall allow Bank's
employees  and agents  access to its books and  records  and  properties  during
normal  business hours to perform field audits from time to time.  Borrower will
provide Bank with such other  information  as Bank may  reasonably  request from
time to time.

     Section 8.15 Pledged Securities Account.  Borrower shall cause Keenan to at
all time  maintain  sufficient  cash or  securities  in the  securities  account
subject to the  Securities  Account  Pledge so as to maintain the account with a
market value of not less than $1 million.

     Section 8.16. Deposit and Operating  Accounts.  Borrower shall maintain all
of its primary  deposit and  operating  accounts with Bank so long as any of the
Indebtedness remains outstanding.


                                   ARTICLE IX

                               NEGATIVE COVENANTS


     In  addition  to  the  negative  covenants   contained  in  the  Collateral
Documents,  which  covenants  are hereby  ratified  and  confirmed  by Borrower,
Borrower covenants and agrees as follows:

     Section 9.1. Limitations on Fundamental Changes.  Borrower shall not change
the nature of its  business or its name (other  than the  presently  anticipated
name change of Borrower to Compresco, Inc.), grant credit terms to its customers
on terms  different  than  those  presently  granted to  customers,  or form any
subsidiary  without the prior  written  consent of the Bank,  nor shall it enter
into any  transaction  of merger or  consolidation,  nor  liquidate  or dissolve
itself (nor suffer any liquidation or dissolution).

     Section 9.2. Disposition of Assets. Borrower shall not convey, sell, lease,
assign,  transfer  or  otherwise  dispose of, any of its  property,  business or
assets  whether now owned or hereafter  acquired  except for (i)  inventory  and
compressors sold to customers in the ordinary course of business,  (ii) property
disposed of in the ordinary course of business,  provided that, if such property
is to be replaced, the net cash proceeds of each such transaction are applied to
obtain a replacement item or items within 30 days of the disposition thereof, or
(iii) other  dispositions  of property  whose fair market  value does not exceed
$50,000.00 in the aggregate during each fiscal year.

     Section 9.3. Restricted Payments. Borrower shall not declare or pay (or set
aside reserves for payment of) any dividends or distributions or redeem, retire,
or repurchase  any shares of its capital stock,  make any  shareholder/affiliate
loans,  pay  excessive  shareholder  compensation  or  enter  into  any  similar
transactions  with the  shareholders  of Borrower  and their  related  interests
without the prior written consent of the Bank.



                                       22



     Section 9.4.  Encumbrances.  Borrower  shall not create,  incur,  assume or
permit to exist any  Encumbrances  on any of its property now owned or hereafter
acquired,  except for the following  (hereinafter  referred to as the "Permitted
Encumbrances"):

     (a)  Encumbrances for taxes, assessments, or other governmental charges not
          yet due or which  are being  contested  in good  faith by  appropriate
          action promptly initiated and diligently  conducted,  if such reserves
          as shall be required by GAAP shall have been made therefor.

     (b)  Encumbrances of landlords, vendors, carriers, warehousemen, mechanics,
          laborers  and  materialmen  arising by law in the  ordinary  course of
          business for sums either not yet due or being  contested in good faith
          by appropriate action promptly initiated and diligently conducted,  if
          such  reserve as shall be required by  generally  accepted  accounting
          principles shall have been made therefor.

     (c)  Inchoate   liens  arising   under  ERISA  to  secure  the   contingent
          liabilities, if any, permitted by this Agreement.

     (d)  The pledge of the  Collateral and any other liens in favor of the Bank
          to secure the Indebtedness of the Borrower to the Bank.

     (e)  Liens  which,  as of the  date  hereof,  have  been  disclosed  to and
          approved by Bank in writing.

     Section 9.5.  Debts,  Guaranties and Other  Obligations.  Borrower will not
incur,  create,  assume or in any  manner  become or be liable in respect of any
indebtedness, direct or contingent, except for:

     (a)  The Indebtedness to the Bank under this Agreement;

     (b)  Trade  payables  or  non-material  operating  leases from time to time
          incurred in the ordinary course of business; and,

     (c)  Taxes,  assessments or other government  charges which are not yet due
          or are being  contested in good faith by appropriate  action  promptly
          initiated  and  diligently  conducted,  if such  reserve  as  shall be
          required by generally accepted  accounting  principles shall have been
          made therefor.

     Section 9.6.  Changes in Control and  Management.  Borrower shall not allow
any change in the control of the Borrowers  ("control"  for the purposes  hereof
shall  mean  the  power,  direct  or  indirect,  (i) to vote  51% or more of the
securities  having  ordinary  voting  power for the  election  of  directors  of
Borrower,  or (ii) to  direct  or cause  the  direction  of the  management  and
policies  of  Borrower  whether by contract  or  otherwise)  from the  ownership
structure of Borrower which exists as of the date hereof (which  ownership is as
has been represented to Bank by Borrower),  nor shall it allow any change in its
executive  management  which  exists  as of the date  hereof  without  the prior
written consent of Bank.



                                       23



     Section 9.7. Other  Agreements.  Borrower will not enter into any agreement
containing any provision  which would be violated or breached by the performance
of their obligations  hereunder or under any instrument or document delivered or
to be delivered by them hereunder or in connection herewith.

     Section 9.8. Transactions with Affiliates. Borrower will not enter into any
agreement  with any  affiliate  except to the extent  that such  agreements  are
commercially  reasonable  which  provide  for  terms  which  would  normally  be
obtainable in an arm's length  transaction with an unrelated third party. To the
extent  any  inter-company  loans  are  permitted   hereunder,   they  shall  be
subordinated in payment to the Indebtedness.


                                    ARTICLE X

                                EVENTS OF DEFAULT


     Section 10.1.  Events of Default.  The occurrence of any one or more of the
following shall constitute an Event of Default:

     Default under the  Indebtedness.  Should Borrower default in the payment of
principal or interest under the Indebtedness.

     Default under this  Agreement.  Should  Borrower  violate or fail to comply
fully with any of the terms and conditions of, or default under, this Agreement,
and such  default  not be cured  within  thirty days of the  occurrence  thereof
(provided,  however, that no cure period shall be available for a default in the
obligation to comply with  negative  covenants  contained  herein or to maintain
insurance coverages required hereby).

     Default Under Other Agreements.  Should any event of default occur or exist
under any of the Related  Documents or should Borrower,  any Guarantor or Keenan
violate,  or fail to comply fully with,  any terms and  conditions of any of the
Collateral Documents or Related Documents,  and such default not be cured within
thirty days of the occurrence  thereof (provided,  however,  that no cure period
shall be  available  for a default in the  obligation  to comply  with  negative
covenants  contained therein or to maintain  insurance  coverages  affecting the
Collateral required thereby).

     Other Defaults in Favor of Bank.  Should Borrower or any Guarantor  default
under  any  other  loan,  extension  of  credit,  security  agreement,  or other
obligation  in  favor  of Bank  and  fail to cure  same in  accordance  with any
applicable cure periods.

     Default in Favor of Third Parties. Should Borrower or any Guarantor default
under any loan,  extension  of credit,  security  agreement,  purchase  or sales
agreement, or any other agreement, in favor of any other creditor or person that
may materially  affect any of the Collateral,  or the ability of Borrower or any
such Guarantor to perform its obligations under this



                                       24



Agreement,  or any Related Document,  or pertaining to the Indebtedness and fail
to cure same in accordance with any applicable cure periods.

     Insolvency.  The  following  occurrences,  in  addition  to the  failure or
suspension of Borrower or any corporate Guarantor,  shall constitute an Event of
Default hereunder:

     (a)  Filing by Borrower  or any  Guarantor  of a voluntary  petition or any
          answer seeking reorganization,  arrangement, readjustment of its debts
          or for any other relief under any applicable bankruptcy act or law, or
          under any other insolvency act or law, now or hereafter  existing,  or
          any action by Borrower or any Guarantor  consenting to,  approving of,
          or acquiescing in, any such petition or proceeding; the application by
          Borrower  or any  Guarantor  for,  or the  appointment  by  consent or
          acquiescence of, a receiver or trustee of Borrower or of any Guarantor
          for all or a substantial part of its property;  the making by Borrower
          or by any Guarantor of an assignment for the benefit of creditors; the
          inability of Borrower or any Guarantor or the admission by Borrower or
          any  Guarantor in writing,  of its  inability to pay its debts as they
          mature (the term  "acquiescence"  means the failure to file a petition
          or motion in opposition to such petition or proceeding or to vacate or
          discharge any order, judgment or decree providing for such appointment
          within  sixty  (60)  days  after  the  appointment  of a  receiver  or
          trustee); or

     (b)  Filing of an involuntary petition against Borrower or any Guarantor in
          bankruptcy or seeking reorganization, arrangement, readjustment of its
          debts or for any other relief under any  applicable  bankruptcy act or
          law,  or under  any  other  insolvency  act or law,  now or  hereafter
          existing and such petition  remains  undismissed  or unanswered  for a
          period  of  sixty  (60)  days  from  such  filing;  or the  insolvency
          appointment  of a receiver or trustee of Borrower or of any  Guarantor
          for all or a  substantial  part of its property  and such  appointment
          remains  unvacated or  unopposed  for a period of sixty (60) days from
          such appointment, execution or similar process against any substantial
          part of the property of Borrower or of any  Guarantor and such warrant
          remains  unbonded or undismissed  for a period of sixty (60) days from
          notice to Borrower or such Guarantor of its issuance.

     Dissolution   Proceedings.   Should  proceedings  for  the  dissolution  or
appointment of a liquidator of Borrower or any corporate Guarantor be commenced.

     Death  or  Incapacity  of  Individual  Guarantors.  Should  any  individual
Guarantor die or become incapacitated or interdicted.

     False Statements.  Should any representation or warranty of Borrower or any
Guarantor  made in  connection  with the  Indebtedness  prove to be incorrect or
misleading in any material respect when made or reaffirmed.

     Material  Adverse Change.  Should a Material Adverse Change with respect to
Borrower or any Guarantor  occur at any time and not be cured within ten days of
the occurrence thereof.



                                       25



     Upon the occurrence of an Event of Default,  all  commitments of Bank under
this Agreement will terminate immediately,  and, at Bank's option, the Term Note
and all  Indebtedness of Borrower will become  immediately due and payable,  all
without  notice  of any  kind  to  Borrower,  except  that  in the  case of type
described in the  "Insolvency"  subsection  above,  such  acceleration  shall be
automatic and not optional.

     Upon the  occurrence  of an Event of  Default,  Bank may proceed to realize
upon the Collateral under the terms of the Collateral Documents and exercise any
other rights which it has by law or contract  (which  rights shall be cumulative
in nature).

     Section 10.2. Waivers by Borrower. Except as otherwise provided for in this
Agreement and by applicable  law,  Borrower waives (i)  presentment,  demand and
protest and notice of  presentment,  dishonor,  notice of intent to  accelerate,
notice  of  acceleration,   protest,  default,  nonpayment,  maturity,  release,
compromise,  settlement,  extension or renewal of any or all  commercial  paper,
accounts, contract rights, documents,  instruments, chattel paper and guaranties
at any time held by Bank on which  Borrower  may in any way be liable and hereby
ratifies and confirms  whatever  Bank may do in this regard,  (ii) all rights to
notice and a hearing  prior to Bank's  taking  possession  or control  of, or to
Bank's replevy,  attachment or levy upon, the Collateral or any bond or security
which might be required by any court prior to allowing  Bank to exercise  any of
its remedies,  and (iii) the benefit of all  valuation,  appraisal and exemption
laws.  Each  Borrower  acknowledges  that it has been  advised by counsel of its
choice with respect to this Agreement,  the other Collateral Documents,  and the
transactions evidenced by this Agreement and other Collateral Documents.


                                   ARTICLE XI

                                  MISCELLANEOUS


     Section 11.1. No Waiver;  Modification  in Writing.  No failure or delay on
the part of Bank in  exercising  any  right,  power or  remedy  hereunder  shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
such right,  power or remedy preclude any other or further  exercise  thereof or
the  exercise  of any other  right,  power or remedy  hereunder.  No  amendment,
modification  or waiver of any provision of this  Agreement or of the Term Note,
nor  consent  to any  departure  by  Borrower  therefrom,  shall in any event be
effective unless the same shall be in writing signed by or on behalf of Bank and
then such waiver or consent shall be effective only in the specific instance and
for the specific  purpose for which given. No notice to or demand on Borrower in
any case shall  entitle  Borrower  to any other or  further  notice or demand in
similar or other circumstances.

     Section 11.2.  Payment on Non-Business Day. Whenever any payment to be made
hereunder  or on account of the Term Note shall be  scheduled to become due on a
day which is not a Business Day, such payment may be made on the next succeeding
Business Day, and such



                                       26



extension of time shall in such case be included in computing  interest and fees
payable hereunder or on account of the Term Note.

     Section  11.3.  Addresses  for  Notices.  All  notices  and  communications
provided for hereunder  shall be in writing and,  shall be mailed,  by certified
mail,  return  receipt  requested,  or  delivered  as set forth below unless any
person  named below shall  notify the others in writing of another  address,  in
which case notices and communications shall be mailed, by certified mail, return
receipt requested, or delivered to such other address.

           If to Bank:

                    Hibernia National Bank
                    P. O. Box 61540
                    New Orleans, LA  70161
                    Attention:  Manager-Energy/Maritime Department

           If to Borrower:

                    Emerging Alpha Corporation
                    17571 Red Oak Drive
                    Houston, TX  77090
                    Attention: Mr. Jerry W. Jarrell


     Section 11.4. Fees and Expenses. Borrower agrees to pay all fees, costs and
expenses of Bank in connection with the  preparation,  execution and delivery of
this Agreement,  and all Related Documents to be executed in connection herewith
and subsequent  modifications  or amendments to any of the foregoing,  including
without  limitation,  the reasonable fees and  disbursements of counsel to Bank,
and to pay all costs and expenses of Bank in connection  with the enforcement of
this  Agreement,  the  Term  Note  or the  other  Related  Documents,  including
reasonable  legal  fees  and  disbursements  arising  in  connection  therewith.
Borrower  agrees to pay all costs  associated with the issuance of any insurance
coverages, appraisals and field examinations of Borrower's property which may be
required by this  Agreement  and any of the  Related  Documents.  Borrower  also
agrees to pay,  and to save  Bank  harmless  from any delay in paying  stamp and
other similar taxes, if any, which may be payable or determined to be payable in
connection with the execution and delivery of this Agreement, the Term Note, the
other Related Documents, or any modification thereof.

     Section  11.5.  Security  Interest and Right of Set-off.  Bank shall have a
continuing security interest in, as well as the right to set-off the obligations
of Borrower hereunder against,  all funds which Borrower may maintain on deposit
with Bank (with the exception of funds deposited in Borrower's accounts in trust
for third parties or funds deposited in pension accounts,  IRA's, Keogh accounts
and All Saver  Certificates),  and Bank  shall  have a lien upon and a  security
interest in all property of Borrower in Bank's possession or control which shall
secure the Indebtedness of Borrower.



                                       27



     Section  11.6.  Waiver  of  Marshaling.  Borrower  shall  not at  any  time
hereafter  assert any right under any law  pertaining to marshaling  (whether of
assets or  liens)  and  Borrower  expressly  agrees  that  Bank may  execute  or
foreclose  upon the  Collateral  in such order and  manner as Bank,  in its sole
discretion, deems appropriate.

     Section  11.7.  Governing  Law.  This  Agreement and the Term Note shall be
deemed to be contracts made under the laws of the State of Louisiana and for all
purposes shall be construed in accordance with the laws of said State.

     Section 11.8. Consent to Loan  Participation.  Borrower agrees and consents
to Bank's sale or transfer,  whether now or later, of one or more  participation
interests in the Indebtedness of the Borrower arising pursuant to this Agreement
to one or more  purchasers,  whether  related  or  unrelated  to Bank.  Bank may
provide,  without any limitation whatsoever,  to any one or more purchasers,  or
potential purchasers,  any information or knowledge Bank may have about Borrower
or about any other matter  relating to such  Indebtedness,  and Borrower  hereby
waives any rights to privacy it may have with respect to such matters.  Borrower
additionally waives any and all notices of sale of participation  interests,  as
well as all notices of any repurchase of such participation interests.  Borrower
also agrees  that the  purchasers  of any such  participation  interest  will be
considered as the absolute owners of such interests in such Indebtedness.

     Section  11.9.  WAIVER  OF JURY  TRIAL;  SUBMISSION  TO  JURISDICTION.  (a)
BORROWER  AND BANK  HEREBY  WAIVE TRIAL BY JURY IN ANY ACTION OR  PROCEEDING  TO
WHICH BORROWER AND BANK MAY BE PARTIES,  ARISING OUT OF OR IN ANY WAY PERTAINING
TO (i) THE TERM NOTE,  (ii) THIS  AGREEMENT,  (iii) THE COLLATERAL  DOCUMENTS OR
(iv) THE COLLATERAL.  IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A
WAIVER OF TRIAL BY JURY OF ALL CLAIMS  AGAINST  ALL  PARTIES TO SUCH  ACTIONS OR
PROCEEDINGS,  INCLUDING  CLAIMS  AGAINST  PARTIES  WHO ARE NOT  PARTIES  TO THIS
AGREEMENT.  THIS WAIVER IS  KNOWINGLY,  WILLINGLY  AND  VOLUNTARILY  MADE BY THE
BORROWER AND THE BANK,  AND THE BORROWER AND THE BANK HEREBY  REPRESENT  THAT NO
REPRESENTATIONS  OF FACT OR OPINION HAVE BEEN MADE BY ANY  INDIVIDUAL  TO INDUCE
THIS  WAIVER OF TRIAL BY JURY OR TO IN ANY WAY  MODIFY OR  NULLIFY  ITS  EFFECT.
BORROWER AND THE BANK EACH FURTHER  REPRESENTS  THAT IT HAS BEEN  REPRESENTED IN
THE SIGNING OF THIS  AGREEMENT  AND IN THE MAKING OF THIS WAIVER BY  INDEPENDENT
LEGAL  COUNSEL,  SELECTED  OF ITS  OWN  FREE  WILL,  AND  THAT  IT HAS  HAD  THE
OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

     (b) BORROWER HEREBY  IRREVOCABLY  CONSENTS TO THE JURISDICTION OF THE STATE
COURTS OF  LOUISIANA  AND THE FEDERAL  COURTS IN  LOUISIANA  AND AGREES THAT ANY
ACTION OR PROCEEDING  ARISING OUT OF OR BROUGHT TO ENFORCE THE PROVISIONS OF THE
TERM NOTE, THIS AGREEMENT AND/OR THE COLLATERAL  DOCUMENTS MAY BE BROUGHT IN ANY
COURT HAVING SUBJECT MATTER JURISDICTION.



                                       28



     Section 11.10. Severability. If a court of competent jurisdiction finds any
provision of this Agreement to be invalid or  unenforceable  as to any person or
circumstance,   such  finding  shall  not  render  that  provision   invalid  or
unenforceable as to any other persons or  circumstances.  If feasible,  any such
offending  provision  shall be deemed to be  modified to be within the limits of
enforceability  or validity;  however,  if the offending  provision cannot be so
modified, it shall be stricken and all other provisions of this Agreement in all
other respects shall remain valid and enforceable.

     Section  11.11.  Headings.  Article  and  Section  headings  used  in  this
Agreement are for convenience only and shall not affect the construction of this
Agreement.



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



                                  EMERGING ALPHA CORPORATION


                                  By:            /S/ JERRY W. JARRELL
                                      -----------------------------------------
                                      Jerry W. Jarrell, Chief Financial Officer



                                  HIBERNIA NATIONAL BANK


                                  By:            /S/ NANCY MORAGAS
                                      -----------------------------------------
                                  Printed Name:      Nancy Moragas
                                  Title:        Assistant Vice President



                                       29