This Security Agreement shall be binding upon Pledgor and his heirs, legal representatives, successors and permitted assigns and shall inure to the benefit of Secured Party and its successors and assigns. This Security Agreement shall not be assigned by Pledgor without the express written consent of Secured Party. This Security Agreement shall in all respects be governed and enforced by and construed in accordance with the laws of the State of Texas (without reference to the choice of law principles thereof), including, without limitation, matters of construction, validity and performance.  The parties agree that all actions or proceedings arising in connection with this Security Agreement shall be tried and litigated only in the state and federal courts located in Harris County, Texas. Each party acknowledges that it has reviewed this Security Agreement, and the parties hereby agree that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Security Agreement.  In the event any terms or provisions of this Security Agreement are held invalid or unenforceable, the remaining terms and conditions of this Security Agreement shall continue to be fully enforceable without change, and this Security Agreement shall be interpreted as if the invalid or unenforceable provision had not been a part hereof. This Security Agreement, together with the Note and the Personal Guaranty referenced herein, in each case together with exhibits thereto and related documentation, constitutes the entire agreement between Pledgor, Secured Party, the Company and the guarantors party to the Personal Guaranty, concerning the subject matter hereof and thereof, and will not be amended, altered or changed except by a written agreement signed by the parties.