Exhibit 10.11


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:


                                SPACE ABOVE THIS LINE IS FOR RECORDER'S USE ONLY
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This Hazardous Substances Agreement 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.
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            HAZARDOUS SUBSTANCES CERTIFICATE AND INDEMNITY AGREEMENT

THIS HAZARDOUS SUBSTANCES AGREEMENT dated November 14, 2002, is made and
executed among CUSTOM PACK INC, 555 BAYVIEW AVE, BILOXI, MS 39530 (sometimes
referred to below as "Borrower" and sometimes as "Indemnitor"}; and SouthTrust
Bank, Administration-Biloxi, 854 Howard Avenue, Biloxi, MS 35930 (referred to
below as "Lender"). For good and valuable consideration and to induce Lender to
make a Loan to Borrower, each party executing this Agreement hereby represents
and agrees with Lender as follows:

PROPERTY DESCRIPTION. The word "Property" as used in this Agreement means the
following Real Property located in ____________________ County, State of
Mississippi:

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

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

REPRESENTATIONS. The following representations are made to Lender, subject to
disclosures made and accepted by Lender in writing:

Use of Property. After due inquiry and investigation, Indemnitor has no
knowledge, or reason to believe, that there has been any use, generation,
manufacture, storage, treatment, refinement, transportation, disposal, release,
or threatened release of any Hazardous Substance by any person on, under, or
about the Property.

Hazardous Substances. After due inquiry and investigation, Indemnitor has no
knowledge, or reason to believe, that the Collateral, whenever and whether owned
by previous Occupants, has ever contained asbestos, PCB or other Hazardous
Substances, whether used in construction or stored on the Collateral.

No Notices. Indemnitor has received no summons, citation, directive, letter or
other communication, written or oral, from any agency or department of any
county or state or the U.S. Government concerning any intentional or
unintentional action or omission on, under, or about the Property which has
resulted in the releasing, spilling, leaking, pumping, pouring, emitting,
emptying or dumping of Hazardous Substances into any waters or onto any lands or
where damage may have resulted to the lands, waters, fish, shellfish, wildlife,
biota, air or other natural resources.

AFFIRMATIVE COVENANTS. Subject to disclosures made and accepted by Lender in
writing, Indemnitor covenants with Lender as follows:

     Use of Property. Indemnitor will not use and does not intend to use the
     Property to generate, manufacture, refine, transport, treat, store, handle
     or dispose of any Hazardous Substances.

     Compliance with Environmental Laws. Indemnitor shall cause the Collateral
     and the operations conducted on it to comply with any and all Environmental
     Laws and orders of any governmental authorities having jurisdiction under
     any Environmental Laws and shall obtain, keep in effect and comply with all
     governmental permits and authorizations required by Environmental Laws with
     respect to such Collateral or operations. Indemnitor shall furnish Lender
     with copies of all such permits and authorizations and any amendments or
     renewals of them and shall notify Lender of any expiration or revocation of
     such permits or authorizations.

     Preventive, Investigatory and Remedial Action. Indemnitor shall exercise
     extreme care in handling Hazardous Substances if Indemnitor uses or
     encounters any. Indemnitor, at Indemnitor's expense, shall undertake any
     and all preventive, investigatory or remedial action (including emergency
     response, removal, containment and other remedial action) (a) required by
     any applicable Environmental Laws or orders by any governmental authority
     having jurisdiction under Environmental Laws, or (b) necessary to prevent
     or minimize property damage (including damage to Occupant's own property),
     personal injury or damage to the environment, or the threat of any such
     damage or injury, by releases of or exposure to Hazardous Substances in
     connection with the Property or operations of any Occupant on the Property.
     In the event Indemnitor fails to perform any of Indemnitor's obligations
     under this section of the Agreement, Lender may (but shall not be required
     to) perform such obligations at Indemnitor's expense. All such costs and
     expenses incurred by Lender under this section and otherwise under this
     Agreement shall be reimbursed by Indemnitor to Lender upon demand with
     interest at the Loan default rate, or in the absence of a default rate, at
     the Loan interest rate. Lender and Indemnitor intend that Lender shall have
     full recourse to Indemnitor for any sum at any time due to Lender under
     this Agreement. In performing any such obligations of Indemnitor, Lender
     shall at all times be deemed to be the agent of Indemnitor and shall not by
     reason of such performance be deemed to be assuming any responsibility of
     Indemnitor under any Environmental Law or to any third party. Indemnitor
     hereby irrevocably appoints Lender as Indemnitor's attorney-in-fact with
     full power to perform such of Indemnitor's obligations under this section
     of the Agreement as Lender deems necessary and appropriate.

     Notices. Indemnitor shall immediately notify Lender upon becoming aware of
     any of the following:

          (1) Any spill, release or disposal of a Hazardous Substance on any of
          the Property, or in connection with any of its operations if such
          spill, release or disposal must be reported to any governmental
          authority under applicable Environmental Laws.

          (2) Any contamination, or imminent threat of contamination, of the
          Property by Hazardous Substances, or any violation of

<PAGE>

                         HAZARDOUS SUBSTANCES AGREEMENT
Loan No: 0000274076              (Continued)                              Page 2
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          Environmental Laws in connection with the Property or the operations
          conducted on the Property.
          (3) Any order, notice of violation, fine or penalty or other similar
          action by any governmental authority relating to Hazardous Substances
          or Environmental Laws and the Property or the operations conducted on
          the Property.
          (4) Any judicial or administrative investigation or proceeding
          relating to Hazardous Substances or Environmental Laws and to the
          Property or the operations conducted on the Property.
          (5) Any matters relating to Hazardous Substances or Environmental Laws
          that would give a reasonably prudent Lender cause to be concerned that
          the value of Lender's security interest in the Property may be reduced
          or threatened or that may impair, or threaten to impair, Indemnitor's
          ability to perform any of its obligations under this Agreement when
          such performance is due.

     Access to Records. Indemnitor shall deliver to Lender, at Lender's request,
     copies of any and all documents in Indemnitor's possession or to which it
     has access relating to Hazardous Substances or Environmental Laws and the
     Property and the operations conducted on the Property, including without
     limitation results of laboratory analyses, site assessments or studies,
     environmental audit reports and other consultants' studies and reports.

     Inspections. Lender reserves the right to inspect and investigate the
     Property and operations on it at any time and from time to time, and
     Indemnitor shall cooperate fully with Lender in such inspection and
     investigations. If Lender at any time has reason to believe that Indemnitor
     or any Occupants of the Property are not complying with all applicable
     Environmental Laws or with the requirements of this Agreement or that a
     material spill, release or disposal of Hazardous Substances has occurred on
     or under the Property, Lender may require Indemnitor to furnish Lender at
     Indemnitor's expense an environmental audit or a site assessment with
     respect to the matters of concern to Lender. Such audit or assessment shall
     be performed by a qualified consultant approved by Lender. 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 any Indemnitor or to any other person.

INDEMNITOR'S WAIVER AND INDEMNIFICATION. Indemnitor hereby indemnifies and holds
harmless Lender and Lender's officers, directors, employees and agents, and
Lender's successors and assigns and their officers, directors, employees and
agents against any and all claims, demands, losses, liabilities, costs and
expenses (including without limitation attorneys' fees at trial and on any
appeal or petition for review) incurred by such person (a) arising out of or
relating to any investigatory or remedial action involving the Property, the
operations conducted on the Property or any other operations of Indemnitor or
any Occupant and required by Environmental Laws or by orders of any governmental
authority having jurisdiction under any Environmental Laws, or (b) on account of
injury to any person whatsoever or damage to any property arising out of, in
connection with, or in any way relating to (i) the breach of any covenant
contained in this Agreement, (ii) the violation of any Environmental Laws, (iii)
the use, treatment, storage, generation, manufacture, transport, release, spill
disposal or other handling of Hazardous Substances on the Property, (iv) the
contamination of any of the Property by Hazardous Substances by any means
whatsoever (including without limitation any presently existing contamination of
the Property), or (v) any costs incurred by Lender pursuant to this Agreement.
In addition to this indemnity, Indemnitor hereby releases and waives all present
and future claims against Lender for indemnity or contribution in the event
Indemnitor becomes liable for cleanup or other costs under any Environmental
Laws.

PAYMENT: FULL RECOURSE TO INDEMNITOR. Indemnitor intends that Lender shall have
full recourse to Indemnitor for Indemnitor's obligations under this Agreement as
they become due to Lender. Such liabilities, losses, claims, damages and
expenses shall be reimbursable to Lender as Lender's obligations to make
payments with respect thereto are incurred, without any requirement of waiting
for the ultimate outcome of any litigation, claim or other proceeding, and
Indemnitor shall pay such liability, losses, claims, damages and expenses to
Lender as so incurred within thirty (30) days after written notice from Lender.
Lender's notice shall contain a brief itemization of the amounts incurred to the
date of such notice. In addition to any remedy available for failure to pay
periodically such amounts, such amounts shall thereafter bear interest at the
Loan default rate, or in the absence of a default rate, at the Loan interest
rate.

SURVIVAL. The covenants contained in this Agreement shall survive (A) the
repayment of the Indebtedness, (B) any foreclosure, whether judicial or
nonjudicial, of the Property, and (C) any delivery of a deed in lieu of
foreclosure to Lender or any successor of Lender. The covenants contained in
this Agreement shall be for the benefit of Lender and any successor to Lender,
as holder of any security interest in the Property or the indebtedness secured
thereby, or as owner of the Property following foreclosure or the delivery of a
deed in lieu of foreclosure.

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

     Amendments. This Agreement, together with any Related Documents,
     constitutes the entire understanding and agreement of the parties as to the
     matters set forth in this Agreement. No alteration of or amendment to this
     Agreement 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.

     Attorneys' Fees; Expenses. If Lender institutes any suit or action to
     enforce any of the terms of this Agreement, 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 and
     title insurance, to the extent permitted by applicable law. Indemnitor also
     will pay any court costs, in addition to all other sums provided by law.

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

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

     Joint and Several Liability. All obligations of Indemnitor under this
     Agreement shall be joint and several, and all references to Indemnitor
     shall mean each and every Indemnitor. This means that each Indemnitor
     signing below is responsible for all obligations in this Agreement.

     No Waiver by Lender. Lender shall not be deemed to have waived any rights
     under this Agreement 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 Agreement 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 Agreement. No prior waiver by
     Lender, nor any course of dealing between Lender and Indemnitor, shall
     constitute a waiver of any of Lender's rights or of any of Indemnitor's
     obligations as to any future transactions. Whenever the consent of Lender
     is required under this Agreement, 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. Indemnitor hereby
     waives notice of acceptance of this Agreement by Lender.

     Notices. Any notice required to be given under this Agreement 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 Agreement. Any party may change its address for notices
     under this Agreement 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, Indemnitor agrees to keep Lender informed at all times
     of Indemnitor's current address. Unless otherwise provided or required by
     law, if there is more than one Indemnitor, any notice given by Lender to
     any Indemnitor is deemed to be notice given to all Indemnitors.

     Severability. If a court of competent jurisdiction finds any provision of
     this Agreement 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 Agreement. Unless otherwise required
     by law, the illegality, invalidity, or unenforceability of any provision of
     this Agreement shall not affect the legality, validity or enforceability of
     any other provision of this Agreement.

<PAGE>

                         HAZARDOUS SUBSTANCES AGREEMENT
Loan No: 0000274076               (Continued)                             Page 3
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     Successors and Assigns. Subject to any limitations stated in this Agreement
     on transfer of Indemnitor's interest, this Agreement shall be binding upon
     and inure to the benefit of the parties, their successors and assigns. If
     ownership of the Collateral becomes vested in a person other than
     Indemnitor, Lender, without notice to Indemnitor, may deal with
     Indemnitor's successors with reference to this Agreement and the
     Indebtedness by way of forbearance or extension without releasing
     Indemnitor from the obligations of this Agreement or liability under the
     Indebtedness.

     Time is of the Essence. Time is of the essence in the performance of this
     Agreement.

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

DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Agreement. 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 Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code:

     Agreement. The word "Agreement" means this Hazardous Substances Agreement,
     as this Hazardous Substances Agreement may be amended or modified from time
     to time, together with all exhibits and schedules attached to this
     Hazardous Substances Agreement from time to time.

     Collateral. The word "Collateral" means all of Indemnitor's right, title
     and interest in and to all the Collateral as described in the Collateral
     Description section of this Agreement.

     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.

     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.

     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 Indemnitor's
     obligations or expenses incurred by Lender to enforce Indemnitor's
     obligations under this Agreement, together with interest on such amounts as
     provided in this Agreement.

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

     Occupant. The word "Occupant" means individually and collectively all
     persons or entities occupying or utilizing the Collateral, whether as
     owner, tenant, operator or other occupant. Property. The word "Property"
     means all of Indemnitor's right, title and interest in and to all the
     Property as described in the "Collateral Description" section of this
     Agreement.

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

     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.

EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
AGREEMENT, AND EACH AGREES TO ITS TERMS. NO FORMAL ACCEPTANCE BY LENDER IS
NECESSARY TO MAKE THIS AGREEMENT EFFECTIVE. THIS AGREEMENT IS DATED NOVEMBER 14,
2002.

BORROWER:


CUSTOM PACK INC


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


LENDER:


    ----------------------------------------------
    Authorized Signer

<PAGE>

                         HAZARDOUS SUBSTANCES AGREEMENT
Loan No: 0000274076               (Continued)                             Page 4
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                            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, mentioned on the day and year therein mentioned after
first having executed and delivered the above and foregoing Agreement 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

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                              LENDER 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 19th day of NOVEMBER, 2002, within my jurisdiction,
the within named ______________________________________________________________
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 Agreement for the purposes mentioned on the
day and year therein mentioned after first having been duly authorized by said
corporation so to do.



/s/ Michael R. Cooper
----------------------------------
NOTARY PUBLIC

My Commission Expires:
My Commission Expires March 16, 2003