SCHUFF INTERNATIONAL INC
EX-10.20(G)
<DOCUMENT>
<TYPE>EX-10.20G
<SEQUENCE>7
<FILENAME>p66291ex10-20g.txt
<DESCRIPTION>EX-10.20(G)
<TEXT>
<PAGE>
                                                                EXHIBIT 10.20(g)

                               SECURITY AGREEMENT
                                 (Schuff Steel)


     THIS SECURITY AGREEMENT is made and entered into as of the 27th day of
September, 2001, by SCHUFF STEEL COMPANY, a Delaware corporation (hereinafter
called "Debtor"), whose chief executive office is located at 420 South 19th
Avenue, Phoenix, Arizona 85009, in favor of WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking association, and its successor and assigns, for
itself and as agent for one or more Lenders (as hereinafter defined)
(hereinafter called "Secured Party"), whose address is 100 West Washington,
Phoenix, Arizona 85003, Attention: John Helms #S4101-251.

1.   SECURITY INTEREST

     Debtor hereby grants to Secured Party a security interest (hereinafter
called the "Security Interest") in all of Debtor's right, title and interest in
and to the personal property described on Schedule "A" attached hereto and by
this reference incorporated herein (the "Collateral").

2.   OBLIGATION SECURED

     The Security Interest shall secure, in such order of priority as Secured
Party may elect:

          (a)  Payment of the aggregate sum of $15,000,000.00 according to the
     terms of those Revolving Promissory Notes dated June 30, 1998, each made by
     Debtor (as predecessor in interest to Schuff International, Inc., a
     Delaware corporation) (hereinafter called "Borrower"), payable respectively
     to the order of one of the Lenders, each evidencing a revolving line of
     credit, all or any part of which may be advanced to Borrower, repaid by
     Borrower and readvanced to Borrower, from time to time, subject to the
     terms and conditions thereof, with interest thereon, extension and other
     fees, late charges, prepayment premiums and attorney's fees, according to
     the terms thereof, and all extensions, modifications, renewals or
     replacements thereof (hereinafter called the "RLC Notes");

          (b)  Payment of the sum of $5,000,000.00, according to the terms of
     that Revolving Promissory Note dated June 30, 1998, made by Debtor as
     predecessor in interest to Borrower, payable to the order of Secured Party
     as the Swing Line Lender, evidencing a revolving line of credit, all or any
     part of which may be advanced to Borrower, repaid by Borrower and
     readvanced to Borrower, from time to time, subject to the terms and
     conditions thereof, with interest thereon, extension and other fees, late
     charges, prepayment premiums and attorneys' fees, according to the strict
     terms thereof, and all extensions, modifications, renewals or replacements
     thereof (hereinafter called the "Swing Line Note" and with the RLC Notes,
     the "Note");

          (c)  Payment, performance and observance by Borrower of each covenant,
     condition, provision and agreement contained in that Credit Agreement dated
     June 30, 1998 (the "Credit Agreement"), by and between Debtor as
     predecessor in interest to Borrower, and the lenders listed from time to
     time.
<PAGE>
     therein (collectively, the "Lenders"), and Secured Party, as Arranger,
     Administrative Agent, Issuing Bank and Swing Line Lender and of all monies
     expended or advanced by Secured Party pursuant to the terms thereof or to
     preserve any right of Secured Party thereunder as permitted hereunder;

          (d)  Payment, performance and observance by Debtor of each covenant,
     condition, provision and agreement contained herein and of all monies
     expended or advanced by Secured Party pursuant to the terms hereof, or to
     preserve any right of Secured Party hereunder, or to protect or preserve
     the Collateral or any part thereof as permitted hereunder; and

          (e)  Payment and performance of any and all other indebtedness,
     obligations and liabilities of Debtor and/or Borrower to Secured Party of
     every kind and character, direct or indirect, absolute or contingent, due
     or to become due, now existing or hereafter incurred, whether such
     indebtedness is from time to time reduced and thereafter increased or
     entirely extinguished and thereafter reincurred.

All of the indebtedness and obligations secured by this Agreement are
hereinafter collectively called the "Obligation."

3.   USE; LOCATION; CONSTRUCTION

     3.1  The Collateral is or will be used or produced primarily for business
purposes.

     3.2  The Collateral will be kept at Debtor's address set forth at the
beginning of this Agreement.

     3.3  Debtor's records concerning the Collateral will be kept at a Debtor's
address set forth at the beginning of this Agreement.

4.   REPRESENTATIONS AND WARRANTIES OF DEBTOR

     Debtor hereby represents and warrants that:

     4.1  If Debtor is a "registered organization" (as defined in the UCC), it
(i) represents that its name as described in the preamble to this Agreement is
accurate; (ii) represents that its chief executive office is located at the
address described in the preamble to this Agreement; (iii) is duly organized,
validly existing and in good standing under the laws of the State of
(the ("State") as a               ; (iv) is qualified to do business and is in
good standing under the laws of the state in which the Collateral is located and
in each state in which it is doing business; (v) has full power and authority to
own its properties and assets and to carry on its businesses as now conducted;
and (vi) is fully authorized and permitted to execute and deliver this Agreement
and to enter into any transactions evidenced by any portion of the Collateral.
The execution, delivery and performance by Debtor of this Agreement and all
other documents and instruments relating to the Obligation will not result in
any material breach of the terms and conditions or constitute a default under
any material agreement or instrument under

                                      -2-

<PAGE>
which Debtor is a party or is obligated. Debtor is not in material default in
the performance or observance of any covenants, conditions or provisions of any
such agreement or instrument.

     4.2  Debtor is the owner of the Collateral free of all security interests
or other encumbrances except the Security Interest and Permitted Encumbrances
and no financing statement covering the Collateral is filed or recorded in any
public office except those necessary to perfect the interests which constitute
Permitted Encumbrances.

     4.3  The Collateral is, and is intended to be, used, produced or acquired
by Debtor for use primarily for the purpose marked in Section 3 above. The
address of Debtor set forth at the beginning of this Agreement is the chief
executive office of Debtor. If a portion of the Collateral is or will become a
fixture, it will be affixed to the real property as described above.

     4.4  Each account, chattel paper or general intangible included in the
Collateral is genuine and enforceable in accordance with its terms against the
party named therein who is obligated to pay the same (hereinafter called
"Obligor"), and the security interests that are part of each item of chattel
paper included in the Collateral are valid, first and prior perfected security
interests subject only to Permitted Encumbrances. Each Obligor is solvent, and
the amount that Debtor has represented to Secured Party as owing by each Obligor
is the amount actually and unconditionally owing by that Obligor, without
deduction except for normal cash discounts where applicable; no Obligor has any
defense, setoff, claim or counterclaim against Debtor that can be asserted
against Secured Party whether in any proceeding to enforce the Security Interest
or otherwise. Each document, instrument and chattel paper included in the
Collateral is complete and regular on its face an free from evidence of forgery
or alteration. No default has occurred in connection with any instrument,
document or chattel paper included in the Collateral, no payment in connection
therewith is overdue and no presentment, dishonor or protest has occurred in
connection therewith.

     4.5  The Debtor's Federal employer identification number is              .

     4.6  If the Debtor is a registered organization, the Debtor's state
organization number is                     .

5.   COVENANTS OF DEBTOR

     5.1  Debtor shall not sell, transfer, assign or otherwise dispose of any
Collateral or any interest therein (except as permitted in the Credit Agreement)
without obtaining the prior written consent of Secured Party and shall keep the
Collateral free of all security interests or other encumbrances except the
Security Interest and Permitted Liens. Although proceeds of Collateral are
covered by this Agreement, this shall not be construed to mean that Secured
Party consents to any sale of the Collateral.

     5.2  Debtor shall keep and maintain the Collateral in good condition and
repair and shall not use the Collateral in violation of any provision of this
Agreement or any applicable statute, ordinance or regulation or any policy of
insurance insuring the Collateral.

                                      -3-

<PAGE>
     5.3  Debtor shall provide and maintain insurance insuring the Collateral
against risks, with coverage and in form and amount satisfactory to Secured
Party as required in the Credit Agreement. At Secured Party's request, Debtor
shall deliver to Secured Party the original policies of insurance containing
endorsements naming Secured Party as a loss payee.

     5.4  Debtor shall pay when due all taxes, assessments and other charges
which may be levied or assessed against the Collateral as required in the Credit
Agreement.

     5.5  Debtor shall prevent any portion of the Collateral that is not a
fixture from being or becoming a fixture and shall prevent any portion of the
Collateral from being or becoming an accession to other goods that are not part
of the Collateral.

     5.6  If the Collateral includes motor vehicles, Debtor shall not remove or
permit such motor vehicles to be removed from the State of Arizona without the
prior written consent of Secured Party, shall keep all titled vehicles properly
registered with and licensed by the State of Arizona, shall provide Secured
Party with the license numbers of all titled vehicles, shall cause the Security
Interest to be shown as a valid first lien on the Certificate of Title for all
titled vehicles subject to Permitted Encumbrances and shall deliver lien filing
receipts to Secured Party as evidence thereof.

     5.7  Debtor, upon demand, shall promptly deliver to Secured Party all
instruments, documents and chattel paper included in the Collateral and all
invoices, shipping or delivery records, purchase orders, contracts or other
items reasonably related to the Collateral as may be necessary to perfect the
Security Interest in the Collateral. Debtor shall notify Secured Party
immediately of any default by any Obligor in the payment or performance of its
obligations with respect to any Collateral. Debtor, without Secured Party's
prior written consent, shall not make or agree to make any substitution for, or
credit adjustment or allowance on, any Collateral.

     5.8  Debtor shall give Secured Party immediate written notice of any change
in the location of: (i) Debtor's chief executive office; (ii) the Collateral or
any part thereof; (iii) Debtor's records concerning the Collateral or (iv) the
State of Debtor's organization.

     5.9  Secured Party or its agents may inspect the Collateral at reasonable
times and may enter into any premises where the Collateral is or may be located.
Debtor shall keep records concerning the Collateral in accordance with generally
accepted accounting principles and, unless waived in writing by Secured Party,
shall mark its records and the Collateral to indicate the Security Interest.
Secured Party shall have free and complete access to Debtor's records upon
reasonable request and shall have the right to make extracts therefrom or copies
thereof. Upon request of Secured Party from time to time, Debtor shall submit
up-to-date schedules of the items comprising the Collateral in such detail as
Secured Party may require and shall deliver to Secured Party confirming specific
assignments of all accounts, instruments, documents and chattel paper included
in the Collateral.

     5.10 Debtor, at its cost and expense, shall protect and defend this
Agreement, all of the rights of Secured Party hereunder, and the Collateral
against all claims and demands of other parties, including without limitation
defenses, setoffs, claims and counterclaims asserted by any Obligor against
Debtor and/or Secured Party. Debtor shall pay all reasonable claims and charges

                                      -4-

<PAGE>
that in the opinion of Secured Party might materially prejudice, imperil or
otherwise affect the Collateral or the Security Interest. Debtor shall promptly
notify Secured Party of any material levy, distraint or other seizure by legal
process or otherwise of any part of the Collateral and of any threatened or
filed material claims or proceedings that might materially affect or impair the
terms of this Agreement.

     5.11  The Security Interest, at all times, shall be perfected and shall be
prior to any other interests in the Collateral except any Permitted Liens.
Debtor shall act and perform as necessary and shall execute and file all
security agreements, financing statements, continuation statements and other
documents reasonably requested by Secured Party to establish, maintain and
continue the perfected Security Interest. Debtor, on demand, shall promptly pay
all costs and expenses of filing and recording, including the costs of any
searches, reasonably deemed necessary by Secured Party from time to time to
establish and determine the validity and the continuing priority of the Security
Interest.

     5.12  If Debtor shall fail to pay any taxes, assessments, expenses or
charges, to keep all of the Collateral free from other security interests,
encumbrances or claims, except any Permitted Liens to keep the Collateral in
good condition and repair, to procure and maintain insurance thereon, or to
perform otherwise as required herein, Secured Party may advance the monies
necessary to pay the same, to accomplish such repairs, to procure and maintain
such insurance or to so perform; Secured Party is hereby authorized to enter
upon any property in the possession or control of Debtor for such purposes.

     5.13  All rights, powers and remedies granted Secured Party herein, or
otherwise available to Secured Party, are for the sole benefit and protection of
Secured Party, and Secured Party may exercise any such right, power or remedy at
its option and in its sole and absolute discretion without any obligation to do
so. In addition, if under the terms hereof, Secured Party is given two or more
alternative courses of action, Secured Party may elect any alternative or
combination of alternatives at its option and in its sole and absolute
discretion. All monies advanced by Secured Party under the terms hereof and all
amounts paid, suffered or incurred by Secured Party in exercising any authority
granted herein, including reasonable attorneys' fees, shall be added to the
Obligation, shall be secured by the Security Interest, shall bear interest at
the highest rate payable on any of the Obligation until paid, and shall be due
and payable by Debtor to Secured Party immediately without demand.

     5.14  Debtor will not sign or authorize the signing on its behalf or the
filing of any financing statement naming it as debtor covering all or any
portion of the Collateral except as permitted by the Credit Agreement.

6.   NOTIFICATION AND PAYMENTS; COLLECTION OF COLLATERAL; USE
     OF COLLATERAL BY DEBTOR

     6.1   Secured Party, before or after the occurrence of any Event of
Default, defined below, and without notice to Debtor, may notify any or all
Obligors of the existence of the Security Interest and may direct the Obligors
to make all payments on the Collateral to Secured Party. Until Secured Party has
notified the Obligors to remit payments directly to it, Debtor, at Debtor's own
cost and expense, shall collect or cause to be collected the accounts and monies

                                      -5-
<PAGE>

due under the accounts, documents, instruments and general intangibles or
pursuant to the terms of the chattel paper. Secured Party shall not be liable
or responsible for any embezzlement, conversion, negligence or default by
Debtor or Debtor's agents with respect to such collections; all agents used in
such collections shall be agents of Debtor and not agents of Secured Party.
Unless Secured Party notifies Debtor in writing that it waives one or more of
the requirements set forth in this sentence, any payments or other proceeds of
Collateral received by Debtor, before or after notification to Obligors, shall
be held by Debtor in trust for Secured Party in the same form in which
received, shall not be commingled with any assets of Debtor and shall be turned
over to Secured Party not later than the next business day following the day of
receipt.  All payments and other proceeds of Collateral received by Secured
Party directly or from Debtor shall be applied to the Obligation in such order
and manner and at such time as Secured Party, in its sole discretion, shall
determine. In addition, Debtor shall promptly notify Secured Party of the
return to or possession by Debtor of goods underlying any Collateral; Debtor
shall hold the same in trust for Secured Party and shall dispose of the same as
Secured Party directs.

     6.2   Secured Party, before or after the occurrence of an Event of Default,
may demand, collect and sue on the Collateral (either in Debtor's or Secured
Party's name), enforce, compromise, settle or discharge the Collateral and
endorse Debtor's name on any instruments, documents, or chattel paper included
in or pertaining to the Collateral; Debtor hereby irrevocably appoints Secured
Party its attorney in fact for all such purposes.

     6.3   Until the occurrence of an Event of Default, Debtor may: (i) use,
consume and sell any inventory included in the Collateral in any lawful manner
in the ordinary course of Debtor's business provided that all sales shall be at
commercially reasonable prices; and (ii) subject to Paragraphs 6.1 and 6.2
above, retain possession of any other Collateral and use it in any lawful
manner consistent with this Agreement.

7.   COLLATERAL IN THE POSSESSION OF SECURED PARTY

     7.1   Secured Party shall use such reasonable care in handling, preserving
and protecting the Collateral in its possession as it uses in handling similar
property for its own account. Secured Party, however, shall have no liability
for the loss, destruction or disappearance of any Collateral unless there is
affirmative proof of gross negligence or a lack of due care; the lack of due
care shall not be implied solely by virtue of any loss, destruction or
disappearance.

     7.2   Debtor shall be solely responsible for taking any and all actions to
preserve rights against all Obligors; Secured Party shall not be obligated to
take any such actions whether or not the Collateral is in Secured Party's
possession. Debtor waives presentment and protest with respect to any
instrument included in the Collateral on which Debtor is in any way liable and
waives notice of any action taken by Secured Party with respect to any
instrument, document or chattel paper included in any Collateral that is in the
possession of Secured Party.

8.   EVENTS OF DEFAULT; REMEDIES

     8.1   The occurrence of any of the following events or conditions shall
constitute and is hereby defined to be an "Event of Default":

                                      -6-

<PAGE>
           (a)  Any failure or neglect to perform or observe any of the terms,
               provisions, or covenants of this Agreement.

           (b)  The occurrence of any event of default under the Credit
               Agreement.

     8.2   Secured Party, so far as may be lawful, may purchase all or any part
of the Collateral offered at any public or private sale made in the enforcement
of Secured Party's rights and remedies hereunder consistent with the Uniform
Commercial Code.

     8.3   Any demand or notice of sale, disposition or other intended action
hereunder or in connection herewith, whether required by the Uniform Commercial
Code or otherwise, shall be deemed to be commercially reasonable and effective
if such demand or notice is given to Debtor at least ten (10) days prior to such
sale, disposition or other intended action, in the manner provided herein for
the giving of notices.

     8.4   Debtor shall pay all reasonable costs and expenses, including without
limitation costs of Uniform Commercial Code searches, court costs and reasonable
attorneys' fees, incurred by Secured Party in enforcing payment and performance
of the Obligation or in exercising the rights and remedies of Secured Party
hereunder. All such costs and expenses shall be secured by this Agreement and by
all deeds of trust and other lien and security documents securing the
Obligation. In the event of any court proceedings, reasonable court costs and
reasonable attorneys' fees shall be set by the court and not by jury and shall
be included in any judgment obtained by Secured Party.

     8.5   In addition to any remedies provided herein for an Event of Default,
Secured Party shall have all the rights and remedies afforded a secured party
under the Uniform Commercial Code and all other legal and equitable remedies
allowed under applicable law. No failure on the part of Secured Party to
exercise any of its rights hereunder arising upon any Event of Default shall be
construed to prejudice its rights upon the occurrence of any other or subsequent
Event of Default. No delay on the part of Secured Party is exercising any such
rights shall be construed to preclude it from the exercise thereof at any time
while that Event of Default is continuing. Secured Party may enforce any one or
more rights or remedies hereunder successively or concurrently. By accepting
payment or performance of any of the Obligation after its due date, Secured
Party shall not thereby waive the agreement contained herein that time is of the
essence, nor shall Secured Party waive either its right to require prompt
payment or performance when due of the remainder of the Obligation or its right
to consider the failure to so pay or perform an Event of Default.

9.   MISCELLANEOUS PROVISIONS

     9.1   The acceptance of this Agreement by Secured Party shall not be
considered a waiver of or in any way to affect or impair any other security that
Secured Party may have, acquire simultaneously herewith, or hereafter acquire
for the payment or performance of the Obligation, nor shall the taking by
Secured Party at any time of any such additional security be construed as a
waiver of or in any way to affect or impair the Security Interest; Secured Party

                                      -7-


<PAGE>
may resort, for the payment or performance of the Obligation, to its several
securities therefor in such order and manner as it may determine.

     9.2 Without notice or demand, without affecting the obligations of Debtor
hereunder or the personal liability of any person for payment or performance of
the Obligation, and without affecting the Security Interest or the priority
thereof, Secured Party, from time to time, may: (i) extend the time for payment
of all or any part of the Obligation, accept a renewal note therefor, reduce
the payments thereon, release any person liable for all or any part thereof, or
otherwise change the terms of all or any part of the Obligation; (ii) hold
other security for the payment or performance of the Obligation and enforce,
exchange, substitute, subordinate, waive or release any such security; (iii)
join in any extension or subordination agreement; or (iv) release any part of
the Collateral from the Security Interest.

     9.3 Debtor waives and agrees not to assert: (i) any right to require
Secured Party to proceed against any guarantor, to proceed against or exhaust
any other security for the Obligation, to pursue any other remedy available to
Secured Party, or to pursue any remedy in any particular order or manner; (ii)
the benefits of any statute of limitations affecting the enforcement hereof;
(iii) demand, diligence, presentment for payment, protest and demand, and
notice of extension, dishonor, protest, demand and nonpayment, relating to the
Obligation; and (iv) any benefit of, and any right to participate in, any other
security now or hereafter held by Secured Party.

     9.4 The terms herein shall have the meanings in and be construed under the
Uniform Commercial Code as in effect in the State of Arizona from time to time
(the "UCC"). This Agreement shall be governed by and construed according to
the laws of the State of Arizona. Each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be void or invalid, the same
shall not affect the remainder hereof which shall be effective as though the
void or invalid provision had not been contained herein.

     9.5 No modification, rescission, waiver, release or amendment of any
provision of this Agreement shall be made except by a written agreement
executed by Debtor and a duly authorized officer of Secured Party.

     9.6 This is a continuing Agreement which shall remain in full force and
effect until actual receipt by Secured Party of written notice of its
revocation as to future transactions and shall remain in full force thereafter
until all of the Obligation incurred before the receipt of such notice, and all
of the Obligation incurred thereafter under commitments extended by Secured
Party before the receipt of such notice, shall have been paid and performed in
full.

     9.7 No setoff or claim that Debtor now has or may in the future have
against Secured Party shall relieve Debtor from paying or performing the
Obligation.

     9.8 Time is of the essence hereof. If more than one Debtor is named
herein, the word "Debtor" shall mean all and any one or more of them, severally
and collectively. All liability hereunder shall be joint and several. This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their heirs, personal representatives, successors and assigns.

                                      -8-
<PAGE>
The term "Secured Party" shall include not only the original Secured Party
hereunder but also any future owner and holder, including pledgees, of note or
notes evidencing the Obligation. The provisions hereof shall apply to the
parties according to the context thereof and without regard to the number or
gender of words or expressions used.

     9.9 All notices required or permitted to be given hereunder shall be in
writing and may be given in person or by United States mail, by delivery
service or by electronic transmission. Any notice directed to a party to this
Agreement shall become effective upon the earliest of the following: (i) actual
receipt by that party; (ii) delivery to the designated address of that party,
addressed to that party; or (iii) if given by certified or registered United
States mail, thirty-six (36) hours after deposit with the United States Postal
Service, postage prepaid, addressed to that party at its designated address.
The designated address of a party shall be the address of that party shown at
the beginning of this Agreement or such other address as that party, from time
to time, may specify by notice to the other parties.

     9.10 A carbon, photographic or other reproduced copy of this Agreement
and/or any financing statement relating hereto shall be sufficient for filing
and/or recording as a financing statement. Debtor hereby authorizes the filing
of a financing statement with respect to the Collateral by the Secured Party.

     9.11 The capitalized terms used herein and not otherwise defined shall
have the same meanings as set forth in the Credit Agreement.

10.  NON-DEBTOR BORROWER PROVISIONS

     10.1 All advances of principal under the Note shall be made to Borrower
subject to and in accordance with the terms thereof. If Borrower is a
corporation or partnership, it is not necessary for Secured Party to inquire
into the powers of Borrower or the officers, directors, partners or agents
acting or purporting to act on its behalf. Debtor is and shall continue to be
fully informed as to all aspects of the business affairs of Borrower that it
deems relevant to the risks it is assuming and hereby waives and fully
discharges Secured Party from any and all obligations to communicate to Debtor
any facts of any nature whatsoever regarding Borrower and Borrower's business
affairs.

     10.2 Debtor authorizes Secured Party, without notice or demand, without
affecting the obligations of Debtor hereunder or the personal liability of any
person for payment or performance of the Obligation and without affecting the
lien or the priority of the Security Interest, from time to time, at the
request of any person primarily obligated therefor, to renew, compromise,
extend, accelerate or otherwise change the time for payment or performance of,
or otherwise change the terms of, all or any part of the Obligation, including
increase or decrease any rate of interest thereon. Debtor waives and agrees not
to assert: (i) any right to require Secured Party to proceed against Borrower;
(ii) the benefits of any statutory provision limiting the liability of a
surety, including without limitation the benefit of Section 12-1641, et seq.,
of the Arizona Revised Statutes; and (iii) any defense arising by reason of any
disability or other defense of Borrower or by reason of the cessation from any
cause whatsoever of the liability of Borrower. Debtor shall have no right of
subrogation and hereby waives any right to enforce any remedy which Secured
Party now has, or may hereafter have, against Borrower.

                                      -9-
<PAGE>
IN WITNESS WHEREOF, these presents are executed as of the date indicated above.


                    SCHUFF STEEL COMPANY, a Delaware
                    corporation




                    By:  /s/ Michael R. Hill
                         ---------------------

                    Name: Michael R. Hill
                         ---------------------

                    Title: CFO
                         ---------------------

                                                 DEBTOR

                                      -10-
<PAGE>
                                  SCHEDULE "A"

                             COLLATERAL DESCRIPTION

     A.   All of the property described below in, to or under which Debtor now
has or hereafter acquires any right, title or interest, whether present, future
or contingent, and in Debtor's expectancy to acquire such property (all of the
property described on this schedule is herein called the "Collateral"):

          (a)  All money, accounts, general intangibles, instruments, documents
     and chattel paper now existing or hereafter arising or acquired from time
     to time in the course of Debtor's business as now or hereafter conducted,
     including all accounts receivable, notes, drafts, lease agreements and
     security agreements, and all goods, if any, represented thereby;

          (b)  All inventory now owned or hereafter arising or acquired,
     including all goods held for sale or lease in Debtor's business, as now or
     hereafter conducted, and all materials, work in process and finished goods
     used or to be consumed in Debtor's business (whether or not Debtor holds
     legal title thereto or whether any such inventory is represented by
     warehouse receipts or bills of lading or has been or may be placed in
     transit or delivered to a public warehouse);

          (c)  All equipment, including all furniture, fixtures, furnishings,
     vehicles (whether titled or non-titled), machinery, materials and supplies,
     wherever located, including but not limited to such items used in
     connection with Debtor's business and/or described on the Collateral
     Schedule (if any) attached hereto and by this reference made a part hereof,
     together with all parts, accessories, attachments, additions thereto or
     replacements therefor;

          (d)  All rights as unpaid seller or lienor that arise in connection
     with any of the Collateral, including the rights of replevin, reclamation
     and stoppage in transit, and the right to sue or file mechanics' or
     materialmen's liens in the name of Debtor or otherwise for the unpaid
     balances due thereunder;

          (e)  All tax refund claims, all policies or certificates of insurance
     covering any of the Collateral, all contracts, agreements or rights of
     indemnification, guaranty or surety relating to any of the Collateral, and
     all claims, awards, loss payments, proceeds and premium refunds that may
     become payable with respect to any such policies, certificates, contracts,
     agreements or rights;

          (f)  All ledger cards, invoices, delivery receipts, worksheets, books
     of accounts, statements, correspondence, customer lists, files, journals,
     ledgers and records in any form, written or otherwise, related to any of
     the Collateral;

          (g)  Tradenames, trademarks and service marks (subject to any
     franchise or license agreements relating thereto);


<PAGE>
          (h)  All claims for loss or damage to or in connection with any of the
     Collateral, all other claims in any form for the payment of money,
     including tort claims, and all rights with respect to such claims and all
     proceeds thereof;

          (i)  All accessions to any of the Collateral;

          (j)  All products and proceeds of the Collateral, in any form,
     including all proceeds received, due or to become due from any sale,
     exchange or other disposition of any of the Collateral, whether such
     proceeds are cash or noncash in nature or are represented by checks,
     drafts, notes or other instruments for the payment of money; and

          (k)  All property is now or at any time hereafter may be in Secured
     Party's possession or control in any capacity, including without limitation
     all money owed or that becomes owed to Debtor and all money deposited for
     the account of Debtor.

All "Collateral Schedules," if any, attached hereto are hereby incorporated
into this collateral description as if set forth here and at each reference
thereto.

     B.   All of Debtor's right, title and interest in and to all Accounts (as
defined in the Arizona UCC), Chattel Paper (as defined in the Arizona UCC),
Documents (as defined in the Arizona UCC), Equipment (as defined in the
Arizona UCC), Fixtures (as defined in the Arizona UCC), General Intangibles (as
defined in the Arizona UCC), Instruments (as defined in the Arizona UCC),
Inventory (as defined in the Arizona UCC), Investment Property (as defined in
the Arizona UCC), Letter-of-Credit Rights (as defined in the Arizona UCC),
Supporting Obligations (as defined in the Arizona UCC), any Deposit Accounts
(as defined in the Arizona UCC) pledged to Secured Party, Deposits, cash,
letters of credit, stock rights and other deposits, it being intended that the
Collateral include all property of the Debtor other than real property, whether
located in which the Debtor now has or hereafter acquires any right or
interest, and the proceeds, insurance proceeds and products thereof, together
with all books and records, customer lists, credit files, computer files,
programs, printouts and other computer materials and records related thereto,
together with (i) all policies or certificates of insurance covering any of the
foregoing property, and all awards, loss payments, proceeds and premium refunds
that may become payable with respect to such policies; (ii) all property of
Debtor that is now or may hereafter be in the possession or control of Secured
Party in any capacity, including without limitation all monies owed or that
become owed by Secured Party to Debtor; and (iii) all proceeds and products of
any of the foregoing property, whether due or to become due from any sale,
exchange or other disposition thereof, whether cash or non-cash in nature, and
whether represented by checks, drafts, notes or other instruments for the
payment of money, including, without limitation, all property, whether cash or
non-cash in nature, derived from tort, contractual or other claims arising in
connection with any of the foregoing property. The terms herein shall have the
meaning in and be construed under the Uniform Commercial Code as in effect in
the State of Arizona from time to time (the "Arizona UCC"). All property
described above is hereinafter called the "Collateral."


                                     - 2 -

</TEXT>
</DOCUMENT>
