Exhibit 10.10


RECORDATION REQUESTED BY:
  SouthTrust Bank
  Administration-Biloxi
  854 Howard Avenue
  Biloxi, MS  35930


WHEN RECORDED MAIL TO:
  SouthTrust Bank
  RLPC South AL A-048-CB-0220
  P. 0. Box 230517
  Montgomery, AL 36123-0517


SEND TAX NOTICES TO:
  CUSTOM PACK INC
  555 BAYVIEW AVE
  BILOXI, MS 39530


                                SPACE ABOVE THIS LINE IS FOR RECORDER'S USE ONLY
--------------------------------------------------------------------------------

This Deed of Trust prepared by:
                               Glenn Nash
                               SouthTrust Bank
                               854 Howard Avenue
                               Biloxi, MS 35930
                               (228)436-8671

NOTE TO CHANCERY CLERK: The Land affected by the instrument is located in the
following sections, townships, and ranges, and the following quarter-quarter
sections, governmental lots or other applicable subdivisions of each section:
555 Bayview Avenue, Biloxi, MS.
--------------------------------------------------------------------------------

                                  DEED OF TRUST

MAXIMUM LIEN. The lien of this Deed of Trust shall not exceed at any one time
$1,115,000.00.

THIS DEED OF TRUST is dated November 14, 2002, among CUSTOM PACK INC, whose
address is 555 BAYVIEW AVE, BILOXI, MS 39530; a Mississippi corporation
("Grantor"); SouthTrust Bank, whose address is Administration-Biloxi, 854 Howard
Avenue, Biloxi, MS 35930 (referred to below sometimes as "Lender" and sometimes
as "Beneficiary"); and William L. Guice, III, whose address is 683 Water Street,
Biloxi, MS 39530 (referred to below as "Trustee").

CONVEYANCE AND GRANT. For valuable consideration, Grantor conveys to Trustee for
the benefit of Lender as Beneficiary all of Grantor's right, title, and interest
in and to the following described real property, together with all existing or
subsequently erected or affixed buildings, improvements and fixtures; all
easements, rights of way, and appurtenances; all water, water rights and ditch
rights (including stock in utilities with ditch or irrigation rights); and all
other rights, royalties, and profits relating to the real property, including
without limitation all minerals, oil, gas, geothermal and similar matters, (the
"Real Property") located in ___________________________________ County, State of
Mississippi:

     See the exhibit or other description document which is attached to this
     Deed of Trust and made a part of this Deed of Trust as if fully set forth
     herein.

The Real Property or its address is commonly known as 555 Bayview Ave., Biloxi,
MS 39530.

Grantor presently assigns to Lender (also known as Beneficiary in this Deed of
Trust) all of Grantor's right, title, and interest in and to all present and
future leases of the Property and all Rents from the Property. In addition,
Grantor grants to Lender a Uniform Commercial Code security interest in the
Personal Property and Rents.

THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST
IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE
INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE, THE
RELATED DOCUMENTS, AND THIS DEED OF TRUST. THIS DEED OF TRUST IS GIVEN AND
ACCEPTED ON THE FOLLOWING TERMS:

PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust,
Grantor shall pay to Lender all amounts secured by this Deed of Trust as they
become due, and shall strictly and in a timely manner perform all of Grantor's
obligations under the Note, this Deed of Trust, and the Related Documents.

POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's
possession and use of the Property shall be governed by the following
provisions:

     Possession and Use. Until the occurrence of an Event of Default, Grantor
     may (1) remain in possession and control of the Property; (2) use, operate
     or manage the Property; and (3) collect the Rents from the Property.

     Duty to Maintain. Grantor shall maintain the Property in tenantable
     condition and promptly perform all repairs, replacements, and maintenance
     necessary to preserve its value.

     Compliance With Environmental Laws. Grantor represents and warrants to
     Lender that: (1) During the period of Grantor's ownership of the Property,
     there has been no use, generation, manufacture, storage, treatment,
     disposal, release or threatened release of any Hazardous Substance by any
     person on, under, about or from the Property; (2) Grantor has no knowledge
     of, or reason to believe that there has been, except as previously
     disclosed to and acknowledged by Lender in writing, (a) any breach or
     violation of any Environmental Laws, (b) any use, generation, manufacture,
     storage, treatment, disposal, release or threatened release of any
     Hazardous Substance on, under, about or from the Property by any prior
     owners or occupants of the Property, or (c) any actual or threatened
     litigation or claims of any kind by any person relating to such matters;
     and (3) Except as previously disclosed to and acknowledged by Lender in
     writing, (a) neither Grantor nor any tenant, contractor, agent or other
     authorized user of the Property shall use, generate, manufacture, store,
     treat, dispose of or release any Hazardous Substance on, under, about or
     from the Property; and (b) any such activity shall be conducted in
     compliance with all applicable federal, state, and local laws, regulations
     and ordinances, including without limitation all Environmental Laws.
     Grantor authorizes Lender and its agents to enter upon the Property to make
     such inspections and tests, at Grantor's expense, as Lender may deem
     appropriate to determine compliance of the Property with this section of
     the Deed of Trust. Any inspections or tests made by Lender shall be for
     Lender's purposes only and shall not be construed to create any
     responsibility or liability on the part of Lender to Grantor or to any
     other person. The representations and warranties contained herein are based
     on Grantor's due diligence in investigating the Property for Hazardous
     Substances. Grantor hereby (1) releases and waives any future claims
     against Lender for indemnity or contribution in the event Grantor becomes
     liable for cleanup or other costs under any such laws; and (2) agrees to
     indemnify and hold harmless Lender against any and all claims, losses,
     liabilities, damages, penalties, and expenses which Lender may directly or
     indirectly sustain or suffer resulting from a breach of this section of the
     Deed of Trust or as a consequence of any use, generation, manufacture,
     storage, disposal, release or threatened release occurring prior to
     Grantor's ownership or interest in the Property, whether or not the same
     was or should have been known to Grantor. The provisions of this section of
     the Deed of Trust, including the obligation to indemnify, shall survive the

<PAGE>

                                  DEED OF TRUST
Loan No: 0000274076                (Continued)                            Page 2
--------------------------------------------------------------------------------

     payment of the Indebtedness and the satisfaction and reconveyance of the
     lien of this Deed of Trust and shall not be affected by Lender's
     acquisition of any interest in the Property, whether by foreclosure or
     otherwise.

     Nuisance, Waste. Grantor shall not cause, conduct or permit any nuisance
     nor commit, permit, or suffer any stripping of or waste on or to the
     Property or any portion of the Property. Without limiting the generality of
     the foregoing, Grantor will not remove, or grant to any other party the
     right to remove, any timber, minerals (including oil and gas), coal, clay,
     scoria, soil, gravel or rock products without Lender's prior written
     consent.

     Removal of Improvements. Grantor shall not demolish or remove any
     Improvements from the Real Property without Lender's prior written consent.
     As a condition to the removal of any Improvements, Lender may require
     Grantor to make arrangements satisfactory to Lender to replace such
     Improvements with Improvements of at least equal value.

     Lender's Right to Enter. Lender and Lender's agents and representatives may
     enter upon the Real Property at ail reasonable times to attend to Lender's
     interests and to inspect the Real Property for purposes of Grantor's
     compliance with the terms and conditions of this Deed of Trust.

     Compliance with Governmental Requirements. Grantor shall promptly comply
     with all laws, ordinances, and regulations, now or hereafter in effect, of
     all governmental authorities applicable to the use or occupancy of the
     Property, including without limitation, the Americans With Disabilities
     Act. Grantor may contest in good faith any such law, ordinance, or
     regulation and withhold compliance during any proceeding, including
     appropriate appeals, so long as Grantor has notified Lender in writing
     prior to doing so and so long as, in Lender's sole opinion, Lender's
     interests in the Property are not jeopardized. Lender may require Grantor
     to post adequate security or a surety bond, reasonably satisfactory to
     Lender, to protect Lender's interest.

     Duty to Protect. Grantor agrees neither to abandon or leave unattended the
     Property. Grantor shall do all other acts, in addition to those acts set
     forth above in this section, which from the character and use of the
     Property are reasonably necessary to protect and preserve the Property.

DUE ON SALE - CONSENT BY LENDER. Lender may, at Lender's option, declare
immediately due and payable all sums secured by this Deed of Trust upon the sale
or transfer, without Lender's prior written consent, of all or any part of the
Real Property, or any interest in the Real Property. A "sale or transfer" means
the conveyance of Real Property or any right, title or interest in the Real
Property; whether legal, beneficial or equitable; whether voluntary or
involuntary; whether by outright sale, deed, installment sale contract, land
contract, contract for deed, leasehold interest with a term greater than three
(3) years, lease-option contract, or by sale, assignment, or transfer of any
beneficial interest in or to any land trust holding title to the Real Property,
or by any other method of conveyance of an interest in the Real Property. If any
Grantor is a corporation, partnership or limited liability company, transfer
also includes any change in ownership of more than twenty-five percent (25%) of
the voting stock, partnership interests or limited liability company interests,
as the case may be, of such Grantor. However, this option shall not be exercised
by Lender if such exercise is prohibited by federal law or by Mississippi law.

TAXES AND LIENS. The following provisions relating to the taxes and liens on the
Property are part of this Deed of Trust:

     Payment. Grantor shall pay when due (and in all events prior to
     delinquency) all taxes, special taxes, assessments, charges (including
     water and sewer), fines and impositions levied against or on account of the
     Property, and shall pay when due all claims for work done on or for
     services rendered or material furnished to the Property. Grantor shall
     maintain the Property free of all liens having priority over or equal to
     the interest of Lender under this Deed of Trust, except for the lien of
     taxes and assessments not due and except as otherwise provided in this Deed
     of Trust.

     Right to Contest. Grantor may withhold payment of any tax, assessment, or
     claim in connection with a good faith dispute over the obligation to pay,
     so long as Lender's interest in the Property is not jeopardized. If a lien
     arises or is filed as a result of nonpayment, Grantor shall within fifteen
     (15) days after the lien arises or, if a lien is filed, within fifteen (15)
     days after Grantor has notice of the filing, secure the discharge of the
     lien, or if requested by Lender, deposit with Lender cash or a sufficient
     corporate surety bond or other security satisfactory to Lender in an amount
     sufficient to discharge the lien plus any costs and attorneys' fees, or
     other charges that could accrue as a result of a foreclosure or sale under
     the lien. In any contest, Grantor shall defend itself and Lender and shall
     satisfy any adverse judgment before enforcement against the Property.
     Grantor shall name Lender as an additional obligee under any surety bond
     furnished in the contest proceedings.

     Evidence of Payment. Grantor shall upon demand furnish to Lender
     satisfactory evidence of payment of the taxes or assessments and shall
     authorize the appropriate governmental official to deliver to Lender at any
     time a written statement of the taxes and assessments against the Property.

     Notice of Construction. Grantor shall notify Lender at least fifteen (15)
     days before any work is commenced, any services are furnished, or any
     materials are supplied to the Property, if any mechanic's lien,
     materialmen's lien, or other lien could be asserted on account of the work,
     services, or materials. Grantor will upon request of Lender furnish to
     Lender advance assurances satisfactory to Lender that Grantor can and will
     pay the cost of such improvements.

PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the
Property are a part of this Deed of Trust.

     Maintenance of Insurance. Grantor shall procure and maintain policies of
     fire insurance with standard extended coverage endorsements on a fair value
     basis for the full insurable value covering all Improvements on the Real
     Property in an amount sufficient to avoid application of any coinsurance
     clause, and with a standard mortgagee clause in favor of Lender. Grantor
     shall also procure and maintain comprehensive general liability insurance
     in such coverage amounts as Lender may request with Trustee and Lender
     being named as additional insureds in such liability insurance policies.
     Additionally, Grantor shall maintain such other insurance, including but
     not limited to hazard, business interruption, and boiler insurance, as
     Lender may reasonably require. Policies shall be written in form, amounts,
     coverages and basis reasonably acceptable to Lender and issued by a company
     or companies reasonably acceptable to Lender. Grantor, upon request of
     Lender, will deliver to Lender from time to time the policies or
     certificates of insurance in form satisfactory to Lender, including
     stipulations that coverages will not be cancelled or diminished without at
     least ten (10) days prior written notice to Lender. Each insurance policy
     also shall include an endorsement providing that coverage in favor of
     Lender will not be impaired in any way by any act, omission or default of
     Grantor or any other person. Should the Real Property be located in an area
     designated by the Director of the Federal Emergency Management Agency as a
     special flood hazard area, Grantor agrees to obtain and maintain Federal
     Flood Insurance, if available, within 45 days after notice is given by
     Lender that the Property is located in a special flood hazard area, for the
     full unpaid principal balance of the loan and any prior liens on the
     property securing the loan, up to the maximum policy limits set under the
     National Flood Insurance Program, or as otherwise required by Lender, and
     to maintain such insurance for the term of the loan.

     Application of Proceeds. Grantor shall promptly notify Lender of any loss
     or damage to the Property. Lender may make proof of loss if Grantor fails
     to do so within fifteen (15) days of the casualty. Whether or not Lender's
     security is impaired, Lender may, at Lender's election, receive and retain
     the proceeds of any insurance and apply the proceeds to the reduction of
     the Indebtedness, payment of any lien affecting the Property, or the
     restoration and repair of the Property. If Lender elects to apply the
     proceeds to restoration and repair, Grantor shall repair or replace the
     damaged or destroyed Improvements in a manner satisfactory to Lender.
     Lender shall, upon satisfactory proof of such expenditure, pay or reimburse
     Grantor from the proceeds for the reasonable cost of repair or restoration
     if Grantor is not in default under this Deed of Trust. Any proceeds which
     have not been disbursed within 180 days after their receipt and which
     Lender has not committed to the repair or restoration of the Property shall
     be used first to pay any amount owing to Lender under this Deed of Trust,
     then to pay accrued interest, and the remainder, if any, shall be applied
     to the principal balance of the Indebtedness. If Lender holds any proceeds
     after payment in full of the Indebtedness, such proceeds shall be paid to
     Grantor as Grantor's interests may appear.

     Grantor's Report on Insurance. Upon request of Lender, however not more
     than once a year, Grantor shall furnish to Lender a report on each existing
     policy of insurance showing: (1) the name of the insurer; (2) the risks
     insured; (3) the amount of the policy; (4) the property insured, the then
     current replacement value of such property, and the manner of determining
     that value; and (5) the expiration date of the policy. Grantor shall, upon
     request of Lender, have an independent appraiser satisfactory to Lender
     determine the cash value replacement cost of the Property.

LENDER'S EXPENDITURES. If any action or proceeding is commenced that would
materially affect Lender's interest in the Property or if Grantor

<PAGE>

                                  DEED OF TRUST
Loan No: 0000274076                (Continued)                            Page 3
--------------------------------------------------------------------------------

fails to comply with any provision of this Deed of Trust or any Related
Documents, including but not limited to Grantor's failure to discharge or pay
when due any amounts Grantor is required to discharge or pay under this Deed of
Trust or any Related Documents, Lender on Grantor's behalf may (but shall not be
obligated to) take any action that Lender deems appropriate, including but not
limited to discharging or paying all taxes, liens, security interests,
encumbrances and other claims, at any time levied or placed on the Property and
paying all costs for insuring, maintaining and preserving the Property. All such
expenditures incurred or paid by Lender for such purposes will then bear
interest at the rate charged under the Note from the date incurred or paid by
Lender to the date of repayment by Grantor. All such expenses will become a part
of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B)
be added to the balance of the Note and be apportioned among and be payable with
any installment payments to become due during either (1) the term of any
applicable insurance policy; or (2) the remaining term of the Note; or (C) be
treated as a balloon payment which will be due and payable at the Note's
maturity. The Deed of Trust also will secure payment of these amounts. Such
right shall be in addition to all other rights and remedies to which Lender may
be entitled upon Default.

WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of
the Property are a part of this Deed of Trust:

     Title. Grantor warrants that: (a) Grantor holds good and marketable title
     of record to the Property in fee simple, free and clear of all liens and
     encumbrances other than those set forth in the Real Property description or
     in any title insurance policy, title report, or final title opinion issued
     in favor of, and accepted by, Lender in connection with this Deed of Trust,
     and (b) Grantor has the full right, power, and authority to execute and
     deliver this Deed of Trust to Lender.

     Defense of Title. Subject to the exception in the paragraph above, Grantor
     warrants and will forever defend the title to the Property against the
     lawful claims of all persons. In the event any action or proceeding is
     commenced that questions Grantor's title or the interest of Trustee or
     Lender under this Deed of Trust, Grantor shall defend the action at
     Grantor's expense. Grantor may be the nominal party in such proceeding, but
     Lender shall be entitled to participate in the proceeding and to be
     represented in the proceeding by counsel of Lender's own choice, and
     Grantor will deliver, or cause to be delivered, to Lender such instruments
     as Lender may request from time to time to permit such participation.

     Compliance With Laws. Grantor warrants that the Property and Grantor's use
     of the Property complies with all existing applicable laws, ordinances, and
     regulations of governmental authorities.

     Survival of Representations and Warranties. All representations,
     warranties, and agreements made by Grantor in this Deed of Trust shall
     survive the execution and delivery of this Deed of Trust, shall be
     continuing in nature, and shall remain in full force and effect until such
     time as Grantor's Indebtedness shall be paid in full.

CONDEMNATION. The following provisions relating to condemnation proceedings are
a part of this Deed of Trust:

Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly
notify Lender in writing, and Grantor shall promptly take such steps as may be
necessary to defend the action and obtain the award. Grantor may be the nominal
party in such proceeding, but Lender shall be entitled to participate in the
proceeding and to be represented in the proceeding by counsel of its own choice,
and Grantor will deliver or cause to be delivered to Lender such instruments and
documentation as may be requested by Lender from time to time to permit
such participation.

Application of Net Proceeds. If all or any part of the Property is condemned by
eminent domain proceedings or by any proceeding or purchase in lieu of
condemnation, Lender may at its election require that all or any portion of the
net proceeds of the award be applied to the Indebtedness or the repair or
restoration of the Property. The net proceeds of the award shall mean the award
after payment of all reasonable costs, expenses, and attorneys' fees incurred by
Trustee or Lender in connection with the condemnation.

IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following
provisions relating to governmental taxes, fees and charges are a part of this
Deed of Trust:

Current Taxes, Fees and Charges. Upon request by Lender, Grantor shall execute
such documents in addition to this Deed of Trust and take whatever other action
is requested by Lender to perfect and continue Lender's lien on the Real
Property. Grantor shall reimburse Lender for all taxes, as described below,
together with all expenses incurred in recording, perfecting or continuing this
Deed of Trust, including without limitation all taxes, fees, documentary stamps,
and other charges for recording or registering this Deed of Trust.

Taxes. The following shall constitute taxes to which this section applies: (1) a
specific tax upon this type of Deed of Trust or upon all or any part of the
Indebtedness secured by this Deed of Trust; (2) a specific tax on Grantor which
Grantor is authorized or required to deduct from payments on the Indebtedness
secured by this type of Deed of Trust; (3) a tax on this type of Deed of Trust
chargeable against the Lender or the holder of the Note; and (4) a specific tax
on all or any portion of the Indebtedness or on payments of principal and
interest made by Grantor.

Subsequent Taxes. If any tax to which this section applies is enacted subsequent
to the date of this Deed of Trust, this event shall have the same effect as an
Event of Default, and Lender may exercise any or all of its available remedies
for an Event of Default as provided below unless Grantor either (1) pays the tax
before it becomes delinquent, or (2) contests the tax as provided above in the
Taxes and Liens section and deposits with Lender cash or a sufficient corporate
surety bond or other security satisfactory to Lender.

SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to
this Deed of Trust as a security agreement are a part of this Deed of Trust:

     Security Agreement. This instrument shall constitute a Security Agreement
     to the extent any of the Property constitutes fixtures, and Lender shall
     have all of the rights of a secured party under the Uniform Commercial Code
     as amended from time to time.

     Security Interest. Upon request by Lender, Grantor shall execute financing
     statements and take whatever other action is requested by Lender to perfect
     and continue Lender's security interest in the Rents and Personal Property.
     In addition to recording this Deed of Trust in the real property records,
     Lender may, at any time and without further authorization from Grantor,
     file executed counterparts, copies or reproductions of this Deed of Trust
     as a financing statement. Grantor shall reimburse Lender for all expenses
     incurred in perfecting or continuing this security interest. Upon default,
     Grantor shall not remove, sever or detach the Personal Property from the
     Property. Upon default, Grantor shall assemble any Personal Property not
     affixed to the Property in a manner and at a place reasonably convenient to
     Grantor and Lender and make it available to Lender within three (3) days
     after receipt of written demand from Lender to the extent permitted by
     applicable law.

     Addresses. The mailing addresses of Grantor (debtor) and Lender (secured
     party) from which information concerning the security interest granted by
     this Deed of Trust may be obtained (each as required by the Uniform
     Commercial Code) are as stated on the first page of this Deed of Trust.

FURTHER ASSURANCES; ATTORNEY-IN-FACT. The following provisions relating to
further assurances and attorney-in-fact are a part of this Deed of Trust:

     Further Assurances. At any time, and from time to time, upon request of
     Lender, Grantor will make, execute and deliver, or will cause to be made,
     executed or delivered, to Lender or to Lender's designee, and when
     requested by Lender, cause to be filed, recorded, refiled, or rerecorded,
     as the case may be, at such times and in such offices and places as Lender
     may deem appropriate, any and all such mortgages, deeds of trust, security
     deeds, security agreements, financing statements, continuation statements,
     instruments of further assurance, certificates, and other documents as may,
     in the sole opinion of Lender, be necessary or desirable in order to
     effectuate, complete, perfect, continue, or preserve (1) Grantor's
     obligations under the Note, this Deed of Trust, and the Related Documents,
     and (2) the liens and security interests created by this Deed of Trust as
     first and prior liens on the Property, whether now owned or hereafter
     acquired by Grantor. Unless prohibited by law or Lender agrees to the
     contrary in writing, Grantor shall reimburse Lender for all costs and
     expenses incurred in connection with the matters referred to in this
     paragraph.

     Attorney-in-Fact. If Grantor fails to do any of the things referred to in
     the preceding paragraph, Lender may do so for and in the name of Grantor
     and at Grantor's expense. For such purposes, Grantor hereby irrevocably
     appoints Lender as Grantor's attorney-in-fact for the purpose of making,
     executing, delivering, filing, recording, and doing all other things as may
     be necessary or desirable, in Lender's sole opinion, to accomplish the
     matters referred to in the preceding paragraph.

<PAGE>

                                  DEED OF TRUST
Loan No: 0000274076                (Continued)                            Page 4
--------------------------------------------------------------------------------

FULL PERFORMANCE. If Grantor pays all the Indebtedness when due, and otherwise
performs all the obligations imposed upon Grantor under this Deed of Trust,
Lender shall execute and deliver to Trustee a request for full reconveyance and
shall execute and deliver to Grantor suitable statements of termination of any
financing statement on file evidencing Lender's security interest in the Rents
and the Personal Property. Any reconveyance fee required by law shall be paid by
Grantor, if permitted by applicable law.

EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute
an Event of Default under this Deed of Trust:

     Payment Default. Grantor fails to make any payment when due under the
     Indebtedness.

     Other Defaults. Grantor fails to comply with or to perform any other term,
     obligation, covenant or condition contained in this Deed of Trust or in any
     of the Related Documents or to comply with or to perform any term,
     obligation, covenant or condition contained in any other agreement between
     Lender and Grantor.

     Compliance Default. Failure to comply with any other term, obligation,
     covenant or condition contained in this Deed of Trust, the Note or in any
     of the Related Documents.

     Default on Other Payments. Failure of Grantor within the time required by
     this Deed of Trust to make any payment for taxes or insurance, or any other
     payment necessary to prevent filing of or to effect discharge of any lien.

     Environmental Default. Failure of any party to comply with or perform when
     due any term, obligation, convenant or condition contained in any
     environmental agreement executed in connection with the Property.

     Default in Favor of Third Parties. Should Grantor 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 Grantor's property or Grantor's ability to repay
     the Indebtedness or perform their respective obligations under this Deed of
     Trust or any of the Related Documents.

     False Statements. Any warranty, representation or statement made or
     furnished to Lender by Grantor or on Grantor's behalf under this Deed of
     Trust or the Related Documents is false or misleading in any material
     respect, either now or at the time made or furnished or becomes false or
     misleading at any time thereafter.

     Defective Collateralization. This Deed of Trust or any of the Related
     Documents ceases to be in full force and effect (including failure of any
     collateral document to create a valid and perfected security interest or
     lien) at any time and for any reason.

     Insolvency. The dissolution or termination of Grantor's existence as a
     going business, the insolvency of Grantor, the appointment of a receiver
     for any part of Grantor's property, any assignment for the benefit of
     creditors, any type of creditor workout, or the commencement of any
     proceeding under any bankruptcy or insolvency laws by or against Grantor.

     Creditor or Forfeiture Proceedings. Commencement of foreclosure or
     forfeiture proceedings, whether by judicial proceeding, self-help,
     repossession or any other method, by any creditor of Grantor or by any
     governmental agency against any property securing the Indebtedness. This
     includes a garnishment of any of Grantor's accounts, including deposit
     accounts, with Lender. However, this Event of Default shall not apply if
     there is a good faith dispute by Grantor as to the validity or
     reasonableness of the claim which is the basis of the creditor or
     forfeiture proceeding and if Grantor gives Lender written notice of the
     creditor or forfeiture proceeding and deposits with Lender monies or a
     surety bond for the creditor or forfeiture proceeding, in an amount
     determined by Lender, in its sole discretion, as being an adequate reserve
     or bond for the dispute.

     Breach of Other Agreement. Any breach by Grantor under the terms of any
     other agreement between Grantor and Lender that is not remedied within any
     grace period provided therein, including without limitation any agreement
     concerning any indebtedness or other obligation of Grantor to Lender,
     whether existing now or later.

     Events Affecting Guarantor. Any of the preceding events occurs with respect
     to any Guarantor of any of the Indebtedness or any Guarantor dies or
     becomes incompetent, or revokes or disputes the validity of, or liability
     under, any Guaranty of the Indebtedness. In the event of a death, Lender,
     at its option, may, but shall not be required to, permit the Guarantor's
     estate to assume unconditionally the obligations arising under the guaranty
     in a manner satisfactory to Lender, and, in doing so, cure any Event of
     Default.

     Adverse Change. A material adverse change occurs in Grantor's financial
     condition, or Lender believes the prospect of payment or performance of the
     Indebtedness is impaired.

     Insecurity. Lender in good faith believes itself insecure.

     Right to Cure. If such a failure is curable and if Grantor has not been
     given a notice of a breach of the same provision of this Deed of Trust
     within the preceding twelve (12) months, it may be cured (and no Event of
     Default will have occurred) if Grantor, after Lender sends written notice
     demanding cure of such failure: (a) cures the failure within fifteen (15)
     days; or (b) if the cure requires more than fifteen (15) days, immediately
     initiates steps sufficient to cure the failure and thereafter continues and
     completes all reasonable and necessary steps sufficient to produce
     compliance as soon as reasonably practical.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Deed of
Trust, at any time thereafter, Trustee or Lender may exercise any one or more of
the following rights and remedies:

     Election of Remedies. Election by Lender to pursue any remedy shall not
     exclude pursuit of any other remedy, and an election to make expenditures
     or to take action to perform an obligation of Grantor under this Deed of
     Trust, after Grantor's failure to perform, shall not affect Lender's right
     to declare a default and exercise its remedies.

     Accelerate Indebtedness. Lender shall have the right at its option without
     notice to Grantor to declare the entire Indebtedness immediately due and
     payable, including any prepayment penalty which Grantor would be required
     to pay.

     Sale of Property. Grantor waives the provisions of Section 89-1-55,
     Mississippi Code of 1972, as amended, and any successor provisions, as far
     as said Section restricts the right of Trustee to offer at sale more than
     one hundred and sixty acres at a time, and Trustee may offer the Property
     as a whole or in part and in such order as the Trustee may deem best,
     regardless of the manner in which it may be described.

     Foreclosure. With respect to all or any part of the Real Property, the
     Trustee shall, at the request of Lender, sell the Real Property after
     giving notice of the time, place and terms of sale as required by Section
     89-1-55 of the Mississippi Code of 1972, as amended, and any successor
     provisions, and execute a deed to the purchaser of the Real Property. Out
     of the proceeds arising from the sale, the costs and expenses of executing
     this Deed of Trust, including a reasonable Trustee's fee and the attorneys'
     fees prescribed in the Note or in this Deed of Trust, shall first be paid;
     next the amount of the Indebtedness then remaining unpaid shall be paid;
     and, lastly, any balance remaining shall be paid to Grantor or to Grantor's
     representatives agents or assigns.

     UCC Remedies. With respect to all or any part of the Personal Property,
     Lender shall have all the rights and remedies of a secured party under the
     Uniform Commercial Code.

     Collect Rents. Lender shall have the right, without notice to Grantor to
     take possession of and manage the Property and collect the Rents, including
     amounts past due and unpaid, and apply the net proceeds, over and above
     Lender's costs, against the Indebtedness. In furtherance of this right,
     Lender may require any tenant or other user of the Property to make
     payments of rent or use fees directly to Lender. If the Rents are collected
     by Lender, then Grantor irrevocably designates Lender as Grantor's
     attorney-in-fact to endorse instruments received in payment thereof in the
     name of Grantor and to negotiate the same and collect the proceeds.
     Payments by tenants or other users to Lender in response to Lender's demand
     shall satisfy the obligations for which the payments are made, whether or
     not any proper grounds for the demand existed. Lender may exercise its
     rights under this subparagraph either in person, by agent, or through a
     receiver.

     Appoint Receiver. Lender shall have the right to have a receiver appointed
     to take possession of all or any part of the Property, with the power to
     protect and preserve the Property, to operate the Property preceding
     foreclosure or sale, and to collect the Rents from the Property and apply
     the proceeds, over and above the cost of the receivership, against the
     Indebtedness. The receiver may serve without bond if permitted by law.
     Lender's right to the appointment of a receiver shall exist whether or not
     the apparent value of the Property

<PAGE>


                                  DEED OF TRUST
Loan No: 0000274076                (Continued)                            Page 5
--------------------------------------------------------------------------------

     exceeds the Indebtedness by a substantial amount. Employment by Lender
     shall not disqualify a person from serving as a receiver.

     Tenancy at Sufferance. If Grantor remains in possession of the Property
     after the Property is sold as provided above or Lender otherwise becomes
     entitled to possession of the Property upon default of Grantor, Grantor
     shall become a tenant at sufferance of Lender or the purchaser of the
     Property and shall, at Lender's option, either (1) pay a reasonable rental
     for the use of the Property, or (2) vacate the Property immediately upon
     the demand of Lender.

     Other Remedies. Trustee or Lender shall have any other right or remedy
     provided in this Deed of Trust or the Note or by law.

     Notice of Sale. Lender shall give Grantor reasonable notice of the time and
     place of any public sale of the Personal Property or of the time after
     which any private sale or other intended disposition of the Personal
     Property is to be made. Reasonable notice shall mean notice given at least
     ten (10) days before the time of the sale or disposition. Any sale of
     Personal Property may be made in conjunction with any sale of the Real
     Property.

     Sale of the Property. To the extent permitted by applicable law, Grantor
     hereby waives any and all rights to have the Property marshalled. In
     exercising its rights and remedies, the Trustee or Lender shall be free to
     sell all or any part of the Property together or separately, in one sale or
     by separate sales. Lender shall be entitled to bid at any public sale on
     all or any portion of the Property.

     Attorneys' Fees; Expenses. If Lender institutes any suit or action to
     enforce any of the terms of this Deed of Trust, Lender shall be entitled to
     recover such sum as the court may adjudge reasonable as attorneys' fees at
     trial and upon any appeal. Whether or not any court action is involved, and
     to the extent not prohibited by law, all reasonable expenses Lender incurs
     that in Lender's opinion are necessary at any time for the protection of
     its interest or the enforcement of its rights shall become a part of the
     Indebtedness payable on demand and shall bear interest at the Note rate
     from the date of the expenditure until repaid. Expenses covered by this
     paragraph include, without limitation, however subject to any limits under
     applicable law, Lender's attorneys' fees and Lender's legal expenses,
     whether or not there is a lawsuit, including attorneys' fees and expenses
     for bankruptcy proceedings (including efforts to modify or vacate any
     automatic stay or injunction), appeals, and any anticipated post-judgment
     collection services, the cost of searching records, obtaining title reports
     (including foreclosure reports), surveyors' reports, and appraisal fees,
     title insurance, and fees for the Trustee, to the extent permitted by
     applicable law. Grantor also will pay any court costs, in addition to all
     other sums provided by law.

     Rights of Trustee. Trustee shall have all of the rights and duties of
     Lender as set forth in this section.

POWERS AND OBLIGATIONS OF TRUSTEE. The following provisions relating to the
powers and obligations of Trustee are part of this Deed of Trust:

     Powers of Trustee. In addition to all powers of Trustee arising as a matter
     of law, Trustee shall have the power to take the following actions with
     respect to the Property upon the written request of Lender and Grantor: (a)
     join in preparing and filing a map or plat of the Real Property, including
     the dedication of streets or other rights to the public; (b) join in
     granting any easement or creating any restriction on the Real Property; and
     (c) join in any subordination or other agreement affecting this Deed of,
     Trust or the interest of Lender under this Deed of Trust.

     Obligations to Notify. Trustee shall not be obligated to notify any other
     party of a pending sale under any other trust deed or lien, or of any
     action or proceeding in which Grantor, Lender, or Trustee shall be a party,
     unless the action or proceeding is brought by Trustee.

     Trustee. Trustee shall meet all qualifications required for Trustee under
     applicable law. In addition to the rights and remedies set forth above,
     with respect to all or any part of the Property, the Trustee shall have the
     right to foreclose by notice and sale, and Lender shall have the right to
     foreclose by judicial foreclosure, in either case in accordance with and to
     the full extent provided by applicable law.

     Successor Trustee. Lender, at Lender's option, may from time to time
     appoint a successor Trustee to any Trustee appointed under this Deed of
     Trust by an instrument executed and acknowledged by Lender and recorded in
     the office of the recorder of ____________________________ County, State of
     Mississippi. The instrument shall contain, in addition to all other matters
     required by state law, the names of the original Lender, Trustee, and
     Grantor, the book and page where this Deed of Trust is recorded, and the
     name and address of the successor trustee, and the instrument shall be
     executed and acknowledged by Lender or its successors in interest. The
     successor trustee, without conveyance of the Property, shall succeed to all
     the title, power, and duties conferred upon the Trustee in this Deed of
     Trust and by applicable law. This procedure for substitution of Trustee
     shall govern to the exclusion of all other provisions for substitution.

NOTICES. Any notice required to be given under this Deed of Trust, including
without limitation any notice of default and any notice of sale shall be given
in writing, and shall be effective when actually delivered, when actually
received by telefacsimile (unless otherwise required by law), when deposited
with a nationally recognized overnight courier, or, if mailed, when deposited in
the United States mail, as first class, certified or registered mail postage
prepaid, directed to the addresses shown near the beginning of this Deed of
Trust. All copies of notices of foreclosure from the holder of any lien which
has priority over this Deed of Trust shall be sent to Lender's address, as shown
near the beginning of this Deed of Trust. Any party may change its address for
notices under this Deed of Trust by giving formal written notice to the other
parties, specifying that the purpose of the notice is to change the party's
address. For notice purposes, Grantor agrees to keep Lender informed at all
times of Grantor's current address. Unless otherwise provided or required by
law, if there is more than one Grantor, any notice given by Lender to any
Grantor is deemed to be notice given to all Grantors.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Deed of Trust:

     Amendments. This Deed of Trust, together with any Related Documents,
     constitutes the entire understanding and agreement of the parties as to the
     matters set forth in this Deed of Trust. No alteration of or amendment to
     this Deed of Trust shall be effective unless given in writing and signed by
     the party or parties sought to be charged or bound by the alteration or
     amendment.

     Annual Reports. If the Property is used for purposes other than Grantor's
     residence, Grantor shall furnish to Lender, upon request, a certified
     statement of net operating income received from the Property during
     Grantor's previous fiscal year in such form and detail as Lender shall
     require. "Net operating income" shall mean all cash receipts from the
     Property less all cash expenditures made in connection with the operation
     of the Property.

     Caption Headings. Caption headings in this Deed of Trust are for
     convenience purposes only and are not to be used to interpret or define the
     provisions of this Deed of Trust.

     Merger. There shall be no merger of the interest or estate created by this
     Deed of Trust with any other interest or estate in the Property at any time
     held by or for the benefit of Lender in any capacity, without the written
     consent of Lender.

     Governing Law. This Deed of Trust will be governed by, construed and
     enforced in accordance with federal law and the laws of the State of
     Mississippi. This Deed of Trust has been accepted by Lender in the State of
     Mississippi.

     No Waiver by Lender. Lender shall not be deemed to have waived any rights
     under this Deed of Trust unless such waiver is given in writing and signed
     by Lender. No delay or omission on the part of Lender in exercising any
     right shall operate as a waiver of such right or any other right. A waiver
     by Lender of a provision of this Deed of Trust shall not prejudice or
     constitute a waiver of Lender's right otherwise to demand strict compliance
     with that provision or any other provision of this Deed of Trust. No prior
     waiver by Lender, nor any course of dealing between Lender and Grantor,
     shall constitute a waiver of any of Lender's rights or of any of Grantor's
     obligations as to any future transactions. Whenever the consent of Lender
     is required under this Deed of Trust, the granting of such consent by
     Lender in any instance shall not constitute continuing consent to
     subsequent instances where such consent is required and in all cases such
     consent may be granted or withheld in the sole discretion of Lender.

     Severability. If a court of competent jurisdiction finds any provision of
     this Deed of Trust to be illegal, invalid, or unenforceable as to any
     circumstance, that finding shall not make the offending provision illegal,
     invalid, or unenforceable as to any other circumstance. If feasible, the
     offending provision shall be considered modified so that it becomes legal,
     valid and enforceable. If the offending provision cannot be so modified, it
     shall be considered deleted from this Deed of Trust. Unless otherwise
     required by law, the illegality, invalidity, or unenforceability of any
     provision of this Deed of Trust shall not affect the legality, validity or
     enforceability of any other provision of this Deed of Trust.

     Successors and Assigns. Subject to any limitations stated in this Deed of
     Trust on transfer of Grantor's interest, this Deed of Trust shall be

<PAGE>

                                  DEED OF TRUST
Loan No: 0000274076                (Continued)                            Page 6
--------------------------------------------------------------------------------

     binding upon and inure to the benefit of the parties, their successors and
     assigns. If ownership of the Property becomes vested in a person other than
     Grantor, Lender, without notice to Grantor, may deal with Grantor's
     successors with reference to this Deed of Trust and the Indebtedness by way
     of forbearance or extension without releasing Grantor from the obligations
     of this Deed of Trust or liability under the Indebtedness.

     Time is of the Essence. Time is of the essence in the performance of this
     Deed of Trust.

     Waive Jury. All parties to this Deed of Trust hereby waive the right to any
     jury trial in any action, proceeding, or counterclaim brought by any party
     against any other party. (Initial Here _______)

     Waiver of Homestead Exemption. Grantor hereby releases and waives all
     rights and benefits of the homestead exemption laws of the State of
     Mississippi as to all Indebtedness secured by this Deed of Trust.

DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Deed of Trust, Unless specifically stated to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the plural, and the plural shall include the singular, as the context may
require. Words and terms not otherwise defined in this Deed of Trust shall have
the meanings attributed to such terms in the Uniform Commercial Code:

     Beneficiary. The word "Beneficiary" means SouthTrust Bank, and its
     successors and assigns.

     Borrower. The word "Borrower" means CUSTOM PACK INC, and all other persons
     and entities signing the Note in whatever capacity.

     Deed of Trust. The words "Deed of Trust" mean this Deed of Trust among
     Grantor, Lender, and Trustee, and includes without limitation all
     assignment and security interest provisions relating to the Personal
     Property and Rents. Default. The word "Default" means the Default set forth
     in this Deed of Trust in the section titled "Default".

     Environmental Laws. The words "Environmental Laws" mean any and all state,
     federal and local statutes, regulations and ordinances relating to the
     protection of human health or the environment, including without limitation
     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, 42 U.S.C.
     Section 6901, et seq., or other applicable state or federal laws, rules, or
     regulations adopted pursuant thereto.

     Event of Default. The words "Event of Default" mean any of the events of
     default set forth in this Deed of Trust in the events of default section of
     this Deed of Trust.

     Grantor. The word "Grantor" means CUSTOM PACK INC.

     Guarantor. The word "Guarantor" means any guarantor, surety, or
     accommodation party of any or all of the Indebtedness.

     Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender,
     including without limitation a guaranty of all or part of the Note.

     Hazardous Substances. The words "Hazardous Substances" mean materials that,
     because of their quantity, concentration or physical, chemical or
     infectious characteristics, may cause or pose a present or potential hazard
     to human health or the environment when improperly used, treated, stored,
     disposed of, generated, manufactured, transported or otherwise handled. The
     words "Hazardous Substances" are used in their very broadest sense and
     include without limitation any and all hazardous or toxic substances,
     materials or waste as defined by or listed under the Environmental Laws.
     The term "Hazardous Substances" also includes, without limitation,
     petroleum and petroleum by-products or any fraction thereof and asbestos.

     Improvements. The word "Improvements" means all existing and future
     improvements, buildings, structures, mobile homes affixed on the Real
     Property, facilities, additions, replacements and other construction on the
     Real Property.

     Indebtedness. The word "Indebtedness" means all principal, interest, and
     other amounts, costs and expenses payable under the Note or Related
     Documents, together with all renewals of, extensions of, modifications of,
     consolidations of and substitutions for the Note or Related Documents and
     any amounts expended or advanced by Lender to discharge Grantor's
     obligations or expenses incurred by Trustee or Lender to enforce Grantor's
     obligations under this Deed of Trust, together with interest on such
     amounts as provided in this Deed of Trust.

     Lender. The word "Lender" means SouthTrust Bank, its successors and
     assigns.

     Note. The word "Note" means the promissory note dated November 14, 2002, in
     the original principal amount of $1,115,000.00 from Grantor to Lender,
     together with all renewals of, extensions of, modifications of,
     refinancings of, consolidations of, and substitutions for the promissory
     note or agreement. The maturity date of the Note is November 14, 2005.

     Personal Property. The words "Personal Property" mean all equipment,
     fixtures, and other articles of personal property now or hereafter owned by
     Grantor, and now or hereafter attached or affixed to the Real Property;
     together with all accessions, parts, and additions to, all replacements of,
     and all substitutions for, any of such property; and together with all
     proceeds (including without limitation all insurance proceeds and refunds
     of premiums) from any sale or other disposition of the Property.

     Property. The word "Property" means collectively the Real Property and the
     Personal Property.

     Real Property. The words "Real Property" mean the real property, interests
     and rights, as further described in this Deed of Trust.

     Related Documents. The words "Related Documents" mean all promissory notes,
     credit agreements, loan agreements, environmental agreements, guaranties,
     security agreements, mortgages, deeds of trust, security deeds, collateral
     mortgages, and all other instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the Indebtedness.

     Rents. The word "Rents" means all present and future rents, revenues,
     income, issues, royalties, profits, and other benefits derived from the
     Property.

     Trustee. The word "Trustee" means William L. Guice, III, whose address is
     683 Water Street, Biloxi, MS 39530 and any substitute or successor
     trustees.

GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, AND
GRANTOR AGREES TO ITS TERMS.

GRANTOR:


CUSTOM PACK INC

By: /s/ Brent Gutierrez, President
   ----------------------------------------------
   Brent Gutierrez, President of CUSTOM PACK INC

<PAGE>

                                  DEED OF TRUST
Loan No: 0000274076                (Continued)                            Page 7
--------------------------------------------------------------------------------

                            CORPORATE ACKNOWLEDGMENT


STATE OF MISSISSIPPI               )
                                   )SS
COUNTY OF HARRISON                 )


Personally appeared before me, the undersigned authority in and for the said
County and State, on this 14th day of November, 2002, within my jurisdiction,
the within named Brent Gutierrez, President of CUSTOM PACK INC, a corporation,
and acknowledged that for and on behalf of the said corporation, and as its act
and deed, he or she signed, executed and delivered the above and foregoing Deed
of Trust for the purposes mentioned on the day and year therein mentioned after
first having been duly authorized by said corporation so to do.

/s/ Arlene J. McLaurin
--------------------------
NOTARY PUBLIC


       My Commission Expires:
NOTARY PUBLIC STATE OF MISSISSIPPI AT LARGE
MY COMMISSION EXPIRES: Jul 31, 2005
BONDED THRU NOTARY PUBLIC UNDERWRITERS