COPYRIGHT SECURITY AGREEMENT

 EXHIBIT 10.14

                          COPYRIGHT SECURITY AGREEMENT

         WHEREAS,  Avatar Systems, Inc, a Texas corporation ("Grantor") owns the
Copyright  registrations and Copyright applications listed on Schedule I annexed
hereto,  and is a party to the Copyright  Licenses  listed on Schedule I annexed
hereto; and

         WHEREAS, Grantor and Bank One, Texas, N.A. ("Lender") are parties to an
Amended and Restated Loan  Agreement  dated as of July 10, 2000 (as the same may
be amended and in effect from time to time, the "Loan Agreement"); and

         WHEREAS,  pursuant to the terms of the Security  Agreement  dated as of
July 10, 2000 (as the same may be amended  and in effect from time to time,  the
"Security  Agreement"),  between Grantor and Lender (in such capacity,  together
with its successors in such capacity, "Grantee"), Grantor has granted to Grantee
a security  interest in  substantially  all the assets of Grantor  including all
right,  title  and  interest  of  Grantor  in,  to and  under  all now owned and
hereafter acquired Copyrights (as defined in the Security Agreement),  Copyright
registrations,  Copyright applications and Copyright Licenses (as defined in the
Security  Agreement),  together with the goodwill of the business  symbolized by
Grantor's Copyrights and all proceeds thereof, to secure, inter alia the payment
and performance of the Secured Obligations (as therein defined);

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of which are hereby  acknowledged,  Grantor  does  hereby  grant to
Grantee a  continuing  security  interest in all of Grantor's  right,  title and
interest in, to and under the following (all of the following  items or types of
property being herein collectively  referred to as the "Copyright  Collateral"),
whether presently existing or hereafter created or acquired:

                  (1)  each  Copyright,   Copyright  application  and  Copyright
         registration,  together  with  any  reissues,  extensions  or  renewals
         thereof,  including,  without  limitation,  the  Copyright,   Copyright
         registrations  and  Copyright  applications  referred  to in Schedule I
         annexed hereto,  and all of the goodwill of the business connected with
         the use of, and symbolized by, each Copyright,  Copyright  registration
         and Copyright application;

                  (2) each  Copyright  License  and all of the  goodwill  of the
         business  connected  with the use of, and symbolized by, each Copyright
         License; and

                  (3) all  Products and  proceeds of the  foregoing,  including,
         without  limitation,  any claim by Grantor  against  third  parties for
         past,  present or future (a)  infringement or dilution of any Copyright
         or Copyright registration including,  without limitation, the Copyright
         and Copyright  registrations  referred to in Schedule I annexed hereto,
         the  Copyright  registrations  issued  with  respect  to the  Copyright
         applications  referred in Schedule I and the' Copyright  licensed under
         the Copyright  License,  or (b) injury to the goodwill  associated with
         any Copyright,  Copyright  registration or Copyright licensed under any
         Copyright License.

         This  security  interest is granted in  conjunction  with the  security
interests granted to Grantee pursuant to the Security Agreement.  Grantor hereby
acknowledges and affirms that the rights and remedies of Grantee with respect to
the security  interest in the Copyright  Collateral  made and granted hereby are
more fully set forth in the  Security  Agreement,  the terms and  provisions  of
which are incorporated by reference herein as if fully set forth herein.

COPYRIGHT SECURITY AGREEMENT - PAGE 1

         IN  WITNESS  WHEREOF,   Grantor  has  caused  this  Copyright  Security
Agreement to be duly executed by its duly authorized  officer as of the 10th day
of July, 2000.

                                   GRANTOR:

                                   AVATAR SYSTEMS, INC.

                                   By:  /s/ Robert C. Shreve, Jr.
                                        ---------------------------
                                   Name:    Robert C. Shreve, Jr.
                                   Title:   President

Acknowledged:

BANK ONE  TEXAS, N.A.

By: /s/ Reed V. Thompson
    --------------------------------
Name:    Reed V. Thompson
Title:   Vice President

COPYRIGHT SECURITY AGREEMENT - PAGE 2

                                 ACKNOWLEDGMENT

STATE OF TEXAS                    ss.
                                  ss.
COUNTY OF DALLAS                  ss.

         On the ____ day of July, 2000, before me personally  appeared Robert C.
Shreve, Jr., to me personally known or proved to me on the basis of satisfactory
evidence to be the person described in and who executed the foregoing instrument
as President of Avatar Systems,  Inc., a Texas  corporation who being by me duly
sworn, did depose and say that he is President of Avatar Systems,  Inc.; that he
knows the seal of said corporation;  that the seal affixed to said instrument is
such corporate seal; that the said instrument was signed and sealed on behalf of
said  corporation  by order of its Board of  Directors;  that he signed his name
thereto by like order;  and that he acknowledged  said instrument to be the free
act and deed of said corporation.

         (Seal)
                                             ---------------------------------
                                             Notary Public

My commission expires:
                       ------------------------------

COPYRIGHT SECURITY AGREEMENT-Acknowledgement

                                 ACKNOWLEDGMENT

STATE OF TEXAS                    ss.
                                  ss.
COUNTY OF DALLAS                  ss.

         On the  ____ of July,  2000,  before  me  personally  appeared  Reed V.
Thompson,  to me personally  known or proved to me on the basis of  satisfactory
evidence to be the person described in and who executed the foregoing instrument
as Vice  President of Bank One,  Texas,  N.A.,  who being by me duly sworn,  did
depose and say that he is Vice President of Bank One, Texas,  N.A., the national
banking  association  described in and which executed the foregoing  instrument;
that the said  instrument  was  signed  and  sealed on  behalf of said  national
banking  association  under  due  authority  granted  by such  national  banking
association;  that he  signed  his  name  thereto  by like  order;  and  that he
acknowledged  said  instrument  to be the  free  act and  deed of said  national
banking association.

         (Seal)
                                             ---------------------------------
                                             Notary Public

My commission expires:
                       ------------------------------

COPYRIGHT SECURITY AGREEMENT-Acknowledgement

                                   SCHEDULE I
                       TO THE COPYRIGHT SECURITY AGREEMENT
                          EXECUTED AS OF JULY 10, 2000,
                                 BY AND BETWEEN
                 BANK ONE, TEXAS, N.A. and AVATAR SYSTEMS, INC.

           U.S. COPYRIGHT REGISTRATIONS OWNED BY AVATAR SYSTEMS, INC.

Title                                              Registration Nos.
-----                                              -----------------

Accounting System                                  TX 2,437,320
S/36 Marketing and Investor Service Program        TX 2,437,321 and TX 3,145,466
Land and Lease Records System                      TX 2,439,324
S/36 Land and Lease Records Program                TX 2,451,109 and TX 3,145,465
Payroll System                                     TX 2,45 1,110
S/36 Marketing Contract Administration Program     TX 2,451,136 and TX 3,145,463
Payroll System                                     TX 2,451,137
Windfall Profits Tax                               TX 2,451,139
S/36 Production Program                            TX 2,451,140 and TX 3,145,468
S/36 Oil and Gas Accounting Program                TX 2,506,209 and TX 3,145,467
S/36 Minerals Management Service Program           TX 3,145,464
AS/400 Oil First Purchaser Program                 TX 3,145,462
Gas First Purchaser AS/400                         TX 3,269,726
Marketing Contract Administration AS/400           TXu 509,540
Land and Lease Records AS/400                      TXu 510,273
Production AS/400                                  TXu 510,784
Oil and Gas Accounting AS/400                      TXu 531,280

COPYRIGHT SECURITY AGREEMENT-Schedule I 

Basic Info X:

Name: COPYRIGHT SECURITY AGREEMENT
Type: Security Agreement
Date: June 25, 2001
Company: AVATAR SYSTEMS INC
State: Texas

Other info: