US HOME SYSTEMS INC /TX
SEC AND PLEDGE AGREE - DON A. BUCHHOLZ
<DOCUMENT>
<TYPE>EX-10.42
<SEQUENCE>8
<FILENAME>dex1042.txt
<DESCRIPTION>SEC AND PLEDGE AGREE - DON A. BUCHHOLZ
<TEXT>
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                                  EXHIBIT 10.42

                          SECURITY AGREEMENT AND PLEDGE

        THIS SECURITY AGREEMENT AND PLEDGE (the "Agreement") is made and entered
into as of the 23rd day of May, 2003, by and between DON A. BUCHHOLZ ("Pledgor")
and FIRST SAVINGS BANK, A F.S.B. ("Secured Party").

I.      COLLATERAL AND OBLIGATIONS.

        Pledgor is the legal and equitable owner of Southwest Securities, Inc.
Account Number 155146394 (the "Collateral"). Contemporaneous with Pledgor's
execution hereof, FIRST CONSUMER CREDIT, INC. ("Borrower") shall execute that
one certain promissory note, payable to the order of Secured Party, in the
original principal amount of $4,000,000.00 (the "Note"). As used herein, the
term "Obligations" shall mean:

        (a)     All indebtedness, liabilities and obligations arising under the
Note and this Agreement; and

        (b)     All loans and advances which Secured Party may hereafter make to
Borrower and/or Pledgor; and

        (c)     All other and additional indebtedness, liabilities and
obligations of every kind and character, of Borrower and/or Pledgor now or
hereafter existing in favor of Secured Party, regardless of whether they are
direct, indirect, primary, secondary, joint, several, joint and several,
liquidated, unliquidated, fixed or contingent, and regardless of whether the
same may, prior to their acquisition by Secured Party, be or have been payable
to some other person or entity, it being the intention and contemplation of
Borrower and/or Pledgor and Secured Party that future advances may be made to
Borrower and/or Pledgor for a variety of purposes, that Borrower and/or Pledgor
may guarantee (or otherwise become directly or contingently obligated with
respect to) the obligations of others to Secured Party, and that Secured Party
may, from time to time, acquire from others obligations of Borrower and/or
Pledgor to such others, or that Borrower and/or Pledgor may otherwise hereafter
be or become further indebted to Secured Party, and that payment and repayment
of all of the foregoing are intended to and shall be part of the Obligations
secured hereby; and

        (d)     The payment and performance by Borrower and/or Pledgor of all of
its obligations under (i) any loan agreement now or hereafter executed by and
between Borrower, Pledgor and Secured Party, together with all amendments,
modifications, renewals, restatements, rearrangements, or extensions thereof,
and (ii) any and all other security agreements, mortgages, deeds of trust,
collateral pledge agreements, assignments or contracts of any kind now or
hereafter existing as evidence of, security for, or otherwise executed in
connection with any indebtedness, obligation or liability of Borrower and/or
Pledgor to Secured Party; and

SECURITY AGREEMENT AND PLEDGE - PAGE 1

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        (e)     Any and all renewals, increases, extensions, modifications,
rearrangements, or restatements of all or any part of the loans, advances,
indebtedness, liabilities, and obligations described or referred to in
subparagraphs (a) through (d) above, together with all costs, expenses and
attorneys' fees incurred in connection with the enforcement or collection
thereof.

        In order to secure the Obligations, Pledgor hereby pledges, transfers
and assigns to Secured Party and grants to Secured Party a security interest in
and to any and all present and future rights, title and interest of Pledgor in
and to the Collateral.

II.     WARRANTIES AND COVENANTS OF PLEDGOR.

        The Pledgor hereby warrants to Secured Party and covenants and agrees
with Secured Party as follows:

        (a)     That Pledgor is the sole legal and equitable owner and holder of
the Collateral; that Pledgor has the authority to execute this Agreement; and
that this Agreement constitutes the legal, valid and binding obligation of
Pledgor.

        (b)     That Pledgor has not heretofore transferred, assigned, pledged,
hypothecated or granted any security interest in all or any portion of the
Collateral; that Pledgor has full right and power to make the transfer, pledge
and assignment and grant the security interest granted hereby;

        (c)     That Pledgor has received direct benefit from the loan evidenced
by the Note; and that the pledge of the Collateral hereunder was a condition to
the granting of such loan;

        (d)     That Pledgor shall, at Pledgor's sole cost and expense, execute
and deliver any financing statements or other documents which Secured Party
reasonably requests to protect or perfect the assignment, pledge, transfer and
grant of the security interest made herein;

        (e)     That Secured Party shall not be responsible in any way for any
depreciation in the value of the Collateral nor have any duty or responsibility
whatsoever to take any steps to preserve any rights of Pledgor in the
Collateral;

        (f)     That Pledgor shall not sell, mortgage, hypothecate, assign or
otherwise transfer the Collateral or any portion thereof without the prior
written consent of Secured Party;

        (g)     That the Collateral (if the same is securities) is validly
issued and outstanding, fully paid and non-assessable, and not issued in
violation of any preemptive rights of any person or of any agreement by which
the issuer or obligor thereof, or Pledgor, is bound (or without the consent of
other parties to such an agreement); and

        (h)     That should the Collateral, or any part thereof, ever be in any
manner converted by the Pledgor or otherwise into another type of property or
any dividends, money or other proceeds ever

SECURITY AGREEMENT AND PLEDGE - PAGE 2

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be paid or delivered to the Pledgor as a result of the Pledgor's rights in the
Collateral then in any such event, all such property, dividends, money and other
proceeds shall become part of the Collateral assigned hereunder, and the Pledgor
covenants forthwith to pay or deliver to the Secured Party all of the same which
is susceptible of delivery and, at the same time, if the Secured Party deems it
necessary and so requests, the Pledgor will properly endorse or assign the same
in such manner as may be directed by the Secured Party.

III.    EVENTS OF DEFAULT.

        Each of the following events shall constitute an "Event of Default"
hereunder:

        (a)     A default or event of default under the Note, or this Agreement;
or

        (b)     A default under any of the other documents evidencing or
securing the Obligations or any portion thereof or executed or delivered in
connection therewith (collectively, the "Loan Documents").

        (c)     If Pledgor shall (i) seek entry of an order for relief as a
debtor in a proceeding under the Bankruptcy Code, (ii) seek consent to or not
contest the appointment of a receiver or trustee for Pledgor or for all or any
part of Pledgor's property, (iii) file a petition seeking relief under the
bankruptcy, arrangement, reorganization or other debtor relief laws of the
United States or any state or any other competent jurisdiction, (iv) make a
general assignment for the benefit of creditors or (v) admit in writing
Pledgor's inability to pay the debts as they mature.

        (d)     If (i) a petition is filed against Pledgor seeking relief under
the bankruptcy, arrangement, reorganization or other debtor relief laws of the
United States, or any state or other competent jurisdiction enters an order,
judgment or decree appointing, without the consent of Pledgor, a receiver or
trustee for Pledgor, or for all or any part of its or his property, and (ii)
such petition, order, judgment or decree shall not be and remain discharged or
stayed within a period of sixty (60) days after its entry.

        (e)     The death, incapacity, business failure, or similar event
affecting Pledgor.

SECURITY AGREEMENT AND PLEDGE - PAGE 3

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IV.     REMEDIES UPON EVENT OF DEFAULT.

        (a)     Upon the occurrence of any Event of Default, Secured Party shall
have the following rights with respect to the Collateral:

                (1)     To sell the Collateral or any part thereof, upon giving
        at least ten (10) days' prior notice to Pledgor of the time and place of
        sale (which notice Pledgor and Secured Party agree is reasonable), for
        cash or upon credit or for future delivery, Pledgor hereby waiving all
        rights, if any, of marshalling the Collateral and any other security for
        the Obligations, and at the option and in the complete discretion of
        Secured Party, either:

                        (A)     at public sale; or

                        (B)     at private sale, in which event such notice
                shall also contain the terms of the proposed sale, and Pledgor
                shall have until the time of such proposed sale in which to
                redeem the Collateral or to procure a purchaser willing, ready
                and able to purchase the Collateral on terms more favorable to
                Pledgor, Secured Party and the holder of the Note, and if such a
                purchaser is so procured, then Secured Party shall sell the
                Collateral to the purchaser so procured; and

                (2)     To bid for and to acquire, unless prohibited by
        applicable law, free from any redemption right, the Collateral, or any
        part thereof, and, if Secured Party is then the holder of the
        Obligations or any interest therein, in lieu of paying cash therefor,
        Secured Party may make settlement for the selling price by crediting the
        net selling price, if any, after deducting all costs and expenses of
        every kind, upon the outstanding principal amount of the Obligations, in
        such order and manner as Secured Party, in its sole discretion, may deem
        advisable. The Secured Party, upon so acquiring the Collateral, or any
        part thereof, shall be entitled to hold or otherwise deal with or
        dispose of the same in any manner not prohibited by applicable law; and

                (3)     To enforce any other remedy available to Secured Party
        at law or in equity.

From time to time Secured Party may, but shall not be obligated to, postpone the
time and change the place of any proposed sale of any of the Collateral for
which notice has been given as provided above, upon giving at least five (5)
days' prior notice to Pledgor (which notice Pledgor and Secured Party agree is
reasonable) of the new time and place of such sale whenever, in the judgment of
Secured Party, such postponement or change is necessary or appropriate in order
that the provisions of this Agreement applicable to such sale may be fulfilled
or in order to obtain more favorable conditions under which such sale may take
place.

        (b)     In case of any sale by Secured Party of any of the Collateral on
credit or for future delivery, which may be elected at the option and in the
complete discretion of Secured Party, the Collateral so sold may be retained by
Secured Party until the selling price is paid by the purchaser, but Secured
Party shall incur no liability in case of failure of the purchaser to take up
and pay for

SECURITY AGREEMENT AND PLEDGE - PAGE 4

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the Collateral so sold. In case of any such failure, such Collateral so sold may
be again similarly sold. After deducting all costs or expenses of every kind
(including, without limitation, the reasonable attorneys' fees and legal
expenses incurred by Secured Party), Secured Party shall apply the residue of
the proceeds of any sale or sales, if any, to pay the principal of and interest
upon the Obligations in such order and manner as Secured Party in its sole
discretion may deem advisable. The excess, if any, shall be paid to Pledgor.
Secured Party shall not incur any liability as a result of the sale of the
Collateral at any private sale or sales.

        (c)     Secured Party shall have all rights, remedies and recourse
granted in the Note and any other instrument executed to provide security for or
in connection with the payment and performance of the Obligations and/or
existing at common law or equity (including specifically those granted by the
Texas Business and Commerce Code, and the right of offset), and such rights and
remedies (1) shall be cumulative and concurrent, (2) may be pursued separately,
successively or concurrently against Pledgor and any other party obligated under
the Obligations, or against the Collateral, or any of such Collateral, or any
other security for the Obligations, or any of them, at the sole discretion of
Secured Party, (3) may be exercised as often as occasion therefor shall arise,
it being agreed by Pledgor that the exercise or failure to exercise any of same
shall in no event be construed as a waiver or release thereof or of any other
right, remedy or recourse, and (4) are intended to be and shall be,
non-exclusive.

        (d)     Notwithstanding a foreclosure upon any of the Collateral or
exercise of any other remedy by Secured Party in connection with an Event of
Default, Pledgor shall not be subrogated thereby to any rights of Secured Party
against the Collateral or any other security for the Obligations, or any of
them, or Pledgor or any property of Pledgor, nor shall Pledgor be deemed to be
the owner of any interest in any of the Obligations, nor shall Pledgor exercise
any rights or remedies with respect to Pledgor or the Collateral or any other
security for Obligations or any of them or the property of Pledgor until all
Obligations have been paid to Secured Party and are fully performed and
discharged.

        (e)     All recitals in any instrument of assignment or any other
instrument executed by Secured Party incident to the sale, transfer, assignment
or other disposition or utilization of the Collateral or any part thereof
hereunder shall be full proof of the matters stated therein and no other proof
shall be required to establish full legal propriety of the sale or other action
taken by Secured Party or of any fact, condition or thing incident thereto, and
all prerequisites of such sale or other action shall be presumed conclusively to
have been performed or to have occurred.

        (f)     Pledgor hereby agrees to cooperate fully with Secured Party in
order to permit Secured Party to sell, at foreclosure or other private sale, the
Collateral pledged hereunder in accordance with the terms hereof. Specifically,
Pledgor agrees to fully comply with the security laws of the United States, and
the State of Texas, and to take such action as may be necessary to permit
Secured Party to sell or otherwise transfer the securities pledged hereunder in
compliance with such laws. Without limiting the foregoing, Pledgor, at its own
expense, upon request by Secured Party, agrees to effect and obtain such
registrations, filings, statements, rulings, consents and other matters as
Secured Party may request.

SECURITY AGREEMENT AND PLEDGE - PAGE 5

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        (g)     In the event there exists any legal restrictions or limitation
relating to the Securities Act of 1933, as amended, or any other laws or
regulations, affecting Secured Party in any attempts to dispose of any portion
of the Collateral in the enforcement of its rights and remedies hereunder,
Secured Party is hereby authorized by Pledgor, but not obligated, in there is an
Event of Default hereunder, to sell all or any part of the Collateral at private
sale, subject to an investment letter, or in any other manner which will not
require the Collateral, or any part thereof, to be registered in accordance with
the Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder, or any other law or regulation. Secured Party is further hereby
authorized by Pledgor, but not obligated, to take such actions, give such
notices, obtain such rulings and consents, and do other things as Secured Party
may deem appropriate in the event of a sale or disposition of the Collateral or
any portion thereof. Pledgor understands that Secured Party may, in its sole
discretion, approach a restricted number of potential purchasers, and that a
sale under such circumstances may yield a lower price for the Collateral than
would otherwise be obtainable if the same were registered and sold in an open
market, and Pledgor agrees that such private sales shall constitute a
commercially reasonable method of disposing of the Collateral.

V.      NOTICES

        All notices, consents and other communications under this Agreement
shall be in writing and shall be validly given if sent by United States
registered or certified mail, postage prepaid, return receipt requested,
addressed to the parties at the following respective addresses:

        Pledgor:

        Don Buchholz
        SWS Group, Inc.
        1201 Elm Street
        Suite 3500
        Dallas, Texas 75220

        Secured Party:

        First Savings Bank, A F.S.B.
        301 S. Center Street
        Arlington, Texas 76004-1959
        Attention: Ken Kizer, Vice President

Each party shall have the right to change its address, for purposes of notice,
by giving notice to the other parties hereto, as aforesaid.

VI.     BINDING EFFECT; MISCELLANEOUS.

        (a)     This Agreement shall be binding upon and inure to the benefit of
and be enforceable by the undersigned and their respective successors and
assigns.

SECURITY AGREEMENT AND PLEDGE - PAGE 6

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        (b)     The headings to the various paragraphs of this Agreement shall
have been inserted for convenient reference only and shall not modify, define,
limit or expand the expressed provisions of this Agreement. This Agreement shall
be governed by and construed and enforced in accordance with the laws of the
State of Texas. This Agreement may be executed in any number of counterparts,
each of which shall be an original, and such counterparts shall together
constitute but one and the same instrument.

        (c)     No delay or omission on the part of Secured Party in exercising
any right hereunder shall operate as a waiver of any such right or any other
right. A waiver on any one or more occasions shall not be construed as a bar to
or waiver of any right or remedy on any future occasion.

        (d)     All covenants, duties and obligations of Pledgor under this
Agreement shall be performed in Arlington, Tarrant County, Texas.

        (e)     The remedies given to Secured Party hereunder are cumulative and
in addition to any and all other rights which Secured Party may have against
Pledgor or any other person or firm, at law or in equity, including exoneration
and subrogation, or by virtue of any other agreement.

        (f)     The Secured Party is hereby appointed the attorney-in-fact of
the Pledgor for the purpose of carrying out the provisions of this Agreement and
taking any action and executing, delivering or filing any instruments which the
Secured Party may deem necessary or advisable to accomplish the purposes hereof,
which appointment as attorney-in-fact is coupled with an interest and
irrevocable.

        (g)     This Agreement and the provisions set forth herein, shall
continue until payment in full of the Obligations.

        EXECUTED to be effective on the date first above written.

                                            PLEDGOR:

                                                    /s/ Don A. Buchholz
                                            ------------------------------------
                                            Don A. Buchholz

3382364v1

SECURITY AGREEMENT AND PLEDGE - PAGE 7

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