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                                                                    EXHIBIT 10.2


                          PERSONNEL STAFFING AGREEMENT

         Agreement made and entered into this __________ day of _______________,
19__, by and between ACCORD HUMAN RESOURCES, INC. ("Accord"), an Oklahoma
Corporation, and PLASTIC PALLET PRODUCTION COMPANY, INC.
("Company"), a Texas Corporation, with respect to the following:

         Accord is engaged in the business of providing personnel, related
employment planning and programs of human resource management, services and
reporting as hereinafter scheduled and agreed; and

         Company has previously provided Accord with a schedule of its current
staffing needs (the "Staffing Summary"), including gross payroll by job
classification; and such other information as has been requested by Accord prior
to execution of this Agreement; and

         Company wishes to engage Accord to provide certain employees and
services to Company.

         NOW, THEREFORE, for and in consideration of the premises, the mutual
promises and considerations herein expressed, and other good and valuable
consideration by each of the parties to the other furnished, the receipt,
adequacy and sufficiency of which is hereby acknowledged by each of the parties
hereto, it is hereby agreed by ad between Accord and Company as follows:

1.       DEFINITIONS. The following terms shall have the indicated meanings:

         1.1      "Effective Date" means 12:00 A.M. on the 17th day of January
1999.

         1.2      "Employees" means those individuals identified on the Employee
Schedule as employees of Accord.

         1.3      "Employee Handbook" means the handbook provided to each
Employee containing employment policies and procedures of Accord with respect to
the Employees, as updated from time to time pursuant to paragraph 7.4.

         1.4      "Employee Schedule" shall mean the schedule of Employees
delivered to Accord, pursuant to paragraph 2, as modified from time to time
pursuant to paragraph 6.5.

         1.5      "Employee Time Reports" means reports, prepared by Company and
provided to Accord from time to time for calculation of Gross Compensation due
nonexempt Employees.

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         1.6      "Employment Fee" means the fee for Accord's services
hereunder, as provided in paragraph 4 below.

         1.7      "FICA" means the Federal Insurance Contributions Act,
regulations issued thereunder, the interpretations thereof, as in effect from
time to time throughout the term of this Agreement.

         1.8      "Gross Compensation" means, for each Pay Period, with respect
to each exempt Employee, the amount so designated on the current Employee
Schedule, and with respect to each nonexempt Employee, the number of hours
worked by such Employee during such Pay Period times such Employee's hourly wage
as designated on the current Employee Schedule, adjusted to the applicable rate
with respect to overtime, as provided in the Employee Handbook. Additionally,
the Gross Compensation shall include the gross compensation applicable for any
other amounts paid to an Employee or with respect to such Employee's employment,
including, but not limited to commissions, accrued vacation, sick, holiday, or
severance pay.

         1.9      "Managing Authority" shall mean the applicable managing
authority of Company and each individual member of any organizational body which
is the managing authority of the Company, including, but not limited to the
owner of a sole proprietorship, the board of directors and each director of a
corporation, each manager of a limited liability company, each partner of a
partnership, and any other individual or organizational body who is individually
or collectively responsible for the affairs of the Company.

         1.10     "Net Compensation" means, for each Pay Period for each
Employee, Gross Compensation for such Employee less federal, state, and local
withholding, FICA, and all other applicable payroll deductions.

         1.11     "Payday" shall mean, for each Pay Period, with respect to each
exempt Employee, the last day of the Pay Period, and with respect to each
nonexempt Employee, the last business day of the next following Pay Period.

         1.12     "Pay Period" means, for each Employee, the period of
employment included for calculation of such Employee's Gross Compensation from
time to time as follows:
         (SELECT  ONE)

         _________ Weekly, beginning at 12:01 a.m. on ____________ of each week
         and ending at 12:00 Midnight on the following ____________ ; or

             X     Bi-Weekly, beginning at 12:01 a.m. on a given Monday and
         ending at 12:00 Midnight on the second following Sunday; or

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         _________ Semi-monthly, beginning and ending at times mutually agreed
         on by Accord and Company.

         1.13     "Report Date" means the third business day prior to each
scheduled Payday.

         1.14     "Third-Party Employer" shall mean any third party who provides
or has provided employee leasing services or personnel staffing services to
Company.

2.       TERMINATION OF EMPLOYEES BY COMPANY AND EMPLOYMENT BY ACCORD. Company
has, as of the date hereof, delivered the Employee Schedule to Accord,
containing certain personal and employment information regarding each current
employee of Company. Effective at the commencement of business on the Effective
Date, Company shall terminate and Accord shall employ all employees of Company
named on the Employee Schedule. This Agreement shall not cover any person
employed by the Company on or prior to the Effective Date who is not named on
the Employee Schedule.

3.       EMPLOYEE SCHEDULE. Company engages Accord, and Accord agrees to provide
Employees to meet the staffing needs of Company, as Company may advise Accord
from time to time, pursuant to the terms and conditions of this Agreement.

4.       EMPLOYEE FEE. In consideration for its services hereunder, Company
shall pay Accord the Employment Fee, which shall be an amount, for each Pay
Period, equal to a given percentage of the Gross Compensation of all Employees
during such Pay Period. Such percentage shall be determined as per the following
schedule:

                  CLERICAL EMPLOYEES (W/C CODE 8810)           -    112.04%
                  MACHINE SHOP EMPLOYEES (W/C CODE 3632)       -    117.69%

         The Employment Fee has been determined on the basis of Company's
current business operation and the job classification of its current employees
for worker's compensation purposes, and current law, regulation, and worker's
compensation insurance rates affecting Accord's employment costs, and shall be
adjusted for any increase in taxes, amounts payable under FICA, worker's
compensation rates or other costs imposed on Accord as a result of changes in
Company's business, or in law or regulation related to the employer/employee
relationship of Accord and the Employee.

5.       SUPERVISION OF EMPLOYEES.

         5.1      CONTROL OF OPERATIONS. Company shall at all times have
exclusive control of its planning and operations. Control shall be exercised on
behalf of the Company by the Managing Authority. Any and all actions taken by
the Managing Authority with respect to the planning and operations of the
Company shall be deemed taken by or on behalf of the Company, and not by Accord.
Neither this Agreement, nor the fact that one or more individuals who are
members of the Managing Authority may be

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Employees hereunder shall be deemed to grant to Accord any right or
authority, or place upon Accord any duty or responsibility, to direct the
planning or operations of the Company. Notwithstanding any relationship of
employer/employee between Accord and owner, director, manager, partner or
officer of the Company, actions taken by any such person when acting in the
capacity of Managing Authority or with respect to matters related to the
planning and operations of Company shall be the sole responsibility of
Company, and Company indemnifies Accord against loss, cost, claim or expense
resulting from any action of any such person acting in such capacity, and
from any action of any Employee acting pursuant to the direction of the
Managing Authority or with respect to matters related to the planning and
operations of Company.

         5.2      CONTROL OF EMPLOYEE JOB PERFORMANCE. Subject to the overall
control of the business and affairs of the Company to be exercised by Company
pursuant to paragraph 5.1 of this Agreement, Accord shall have authority and
responsibility for control of job performance by the Employees and shall control
the day-to-day activities of the Employees. Accord shall exercise such control
through its duly authorized officers and agents, including, but not limited to
on-site supervisors. In the exercise of its rights and obligations hereunder
with respect to the Employees, Company shall take no action or omit to take any
action, the result of which would be to place Accord in violation of the
policies and procedures set forth in the Employee Handbook, or any applicable
laws, rules and regulations.

         5.3      EMPLOYMENT MATTERS. Accord shall have the exclusive authority
to adjust compensation of Employees, and to hire, discharge, or discipline
Employees for failure to perform job requirements or comply with policies of
Accord. Accord may, at its option, designate one or more of the Employees as
on-site supervisors, with such responsibilities and authority to act on behalf
of Accord as Accord may deem appropriate.

6.       PAYMENT PROCEDURES.

         6.1      TIME REPORTS. On or before each Report Date, Company shall
provide Accord with an Employee Time Report and all other information necessary
to compute the Gross Compensation for the prior Pay Period for all nonexempt
employees.

         6.2      COMPENSATION CALCULATION. On or before the business day
following each Report Date, Accord shall provide Company with its computation,
for each Employee, of the Gross Compensation due on the next Pay Day and the
applicable Employment Fee. Company shall, within 24 hours following receipt of
such information, notify Accord of any adjustments or modifications necessary,
and provide such information and documentation as Accord may reasonably require
to make such adjustments or modifications. All payments for any partial Pay
Period during which any exempt Employee shall be provided to Company shall be
prorated.

         6.3      PAYMENTS BY COMPANY. On or before the day prior to each
Payday, Accord shall transfer funds by automated payment from Client's
established bank

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account in an amount equal to the Gross Compensation plus the Employment Fee
for each Employee for the applicable Pay Period. Client agrees to complete
within sixty (60) days of the date of this Agreement an "Authorization for
Automated Payment of Payroll Deposit Form" which shall be provided by Accord.
Until automated transfer of funds is established, Client agrees to make
payments to Accord by wire transfer or cashier's check on or before Payday.

         6.4      PAYMENTS BY ACCORD. On each Payday, Accord shall pay each
Employee an amount equal to the Net Compensation for such Employee for the
applicable Pay Period. Payment shall be made by delivery of Accord's payroll
check to Company for delivery to the Employee, or by direct deposit to
Employee's bank account, if Accord has established a direct deposit service with
such Employee's bank and if such Employee has timely elected such service.

         6.5      EMPLOYEE SCHEDULE ADJUSTMENTS. The Employee Schedule will be
adjusted from time to time as necessary to reflect additions and cancellations
of Employees subject to this Agreement and changes in wages, salaries, job
descriptions, job locations, and other information set forth therein.

7.       ACCORD'S REPRESENTATIONS, WARRANTIES, AND COVENANTS. Accord represents,
warrants and, provided Company is not in default in performance of any
obligation hereunder including but not limited to the payment of the Employment
Fee, covenants as follows:

         7.1      EMPLOYEE PAYMENTS. Throughout the term of this Agreement,
Accord shall pay all salaries, wages, and other remuneration to its Employees as
set forth in the Employee Schedule.

         7.2      WORKERS' COMPENSATION INSURANCE. Throughout the term of this
Agreement, Accord shall provide workers' compensation insurance coverage. Accord
shall provide Company a copy of its certificate of insurance evidencing such
coverage upon request.

         7.3      HEALTH INSURANCE AND OTHER BENEFITS. Throughout the term of
this Agreement, Accord shall provide each Employee health and other benefits as
may be agreed upon by Accord and Company from time to time.

         7.4      EMPLOYEE HANDBOOK. Accord shall provide each Employee with an
Employee Handbook at the time of employment, and written updates on the Employee
Handbook on or before the effective date of any modifications in Accord's
employment policies and procedures.

         7.5      TAX RETURNS AND PAYMENTS. Throughout the term of this
Agreement and thereafter with respect to any periods during which this Agreement
was in effect, Accord shall prepare and file all tax returns and reports with
respect to its Employees as may be required by law or regulation and pay all
amounts due and owing pursuant thereto.

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         7.6      EMPLOYEE TAX FORMS. Accord shall prepare, file and furnish to
Employees, with a copy to Company, all information regarding compensation and
other benefits paid to Employees throughout the term of this Agreement and tax
reporting forms required by law or regulation with respect to such compensation
and benefits, including but not limited to all forms applicable to the Employees
which are required by federal, state, and local governments to be provided by an
employer to an employee, including U.S. Department of the Treasury, Internal
Revenue Service, Forms W-2 (Wage and Tax Statement), W-4 (Employee's Withholding
Allowable Certificate); 1099 (as and if applicable); and comparable and/or
counterpart forms prescribed by any state or local government.

         7.7      EMPLOYER TAX FORMS. Accord shall prepare and file all tax
reporting forms required of Accord with respect to the Employees, including but
not limited to forms required by federal, state, and local governments,
including United States Department of the Treasury, Internal Revenue Service
Form 941 (Employer's Quarterly Federal Tax Return for Federal Income Tax
withheld from Wages and Federal Insurance Contributions Act Taxes); Form 940
(Employer's Annual Federal Unemployment Tax Return); and comparable and/or
counterpart forms prescribed by any state or local government.

         7.8      INDEMNITY. Accord shall defend, indemnify and hold Company
harmless of and from all claims by Employees resulting from any breach of this
Agreement by Accord except if such breach is the result of negligence of
Company, willful acts of the Company, any illegal act of Company, or breach of
this Agreement by Company.

         7.9      FIDUCIARY LIABILITY. Accord shall provide Company with
evidence of insurance for fiduciary liability covering loss which might result
from a loss of Employee funds held by Accord in a fiduciary capacity.

         7.10     CONFIDENTIALITY. Information regarding the business plans and
operations of Company and the Employees shall be confidential, and Accord shall
not disclose any such information without the prior consent of Company;
provided, that Accord shall have no obligation with respect to, or liability as
a result of, disclosure of any such information by any Employee.

8.       COMPANY'S REPRESENTATIONS, WARRANTIES, AND COVENANTS. Company
represents, warrants and convenants to Accord, and for the benefit of the
Employees, as follows:

         8.1      COMPANY'S OBLIGATIONS TO EMPLOYEES. (i) all wages and
compensation, leave, vacation, severance, and other benefits of the Employees
accrued prior to the Effective Date for which Company is responsible and
obligated have been paid in full; (ii) Company has no employment contract,
written or verbal, with any Employee; (iii) there are no separate contracts,
Agreements, or other arrangements existing with respect to the Employees as a
group or any of them which would bind or obligate Accord, except as expressly
set forth herein; (iv) the principal location of the workplace

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of each Employee and each location where such Employee performs services for
Company is accurately described on the Employee Schedule; and (v) all
pension, profit sharing, or other employee benefit plans existing at the
Effective Date are current and in compliance with applicable law, and
execution of this Agreement shall not be deemed a breach under the terms of
those plans.

         8.2      COMPENSATION. Neither Company nor any affiliate of Company
shall, during the term of this Agreement, pay any Employee any wage, salary,
bonus, or other compensation, directly or indirectly.

         8.3      INFORMATION. As of the Effective Date, and throughout the term
of this Agreement, all information provided by the Company in contemplation of
this Agreement or pursuant hereto, including but not limited to employee lists,
job descriptions and classifications, compensation, benefits, Employee
Schedules, and Employee Time Reports is and shall be true and correct.

         8.4      WORKPLACE. Company is currently in compliance with all local,
state, and Federal laws and regulations applicable to the workplace in which
each Employee performs his work. Company shall provide the workplace and all
tools, equipment, and supplies necessary for the operation of Company's business
for all Employees and shall at all times during the term hereof: (i) maintain
the same in strict accordance with applicable health and working standards and
specifications; (ii) comply with and provide all health and safety equipment and
working conditions required by all health and safety engineering and
governmental health and safety laws, rules, regulations, directives, orders or
similar requirements respecting the workplace; (iii) post all Employee notices
required by law; (iv) provide accommodations for disabled workers as may be
required by law or regulation; and (v) provide, or allow Accord to provide, all
documentary announcements to Employees which are required by law or specified in
conjunction with the work of the Employees.

         8.5      ACCESS TO WORKPLACE. Company shall provide Accord or its
designees access, at any reasonable time during customary business hours to the
business premises of Company to assure compliance by Company with its
obligations hereunder.

         8.6      LIABILITY INSURANCE. Company shall maintain in force and
effect and pay for commercial general liability insurance (including business
premises and vehicles). Such insurance shall insure Accord and Company against
public liability for bodily injury and property damage with a minimum combined
single limit of ONE MILLION AND NO/100 dollars ($1,000,000.00). If "no fault"
law shall be applicable, P.I.P. or equivalent coverage shall apply. Company
shall cause its insurance carrier to name Accord as an additional insured and
issue a certificate of insurance to Accord providing not less than thirty (30)
days advance written notice shall be provided to Accord of any reduction,
cancellation, expiration or material change occurring after the effective date
of this Agreement.

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         8.7      PROFESSIONAL LIABILITY INSURANCE. If any Employee subject to
this Agreement is a professional engaged to render services in a professional
capacity, Company shall provide and pay for malpractice or equivalent insurance
which shall cover any and all acts, errors or omissions, including, but not
limited to, the negligence of the professional Employee and Accord while such
Employee is rendering professional services for, on behalf or relating to
Company. Company shall cause Accord to be named as an additional insured and
shall provide for the issuance of a certificate of insurance to Accord providing
that not less than thirty (30) days advance written notice shall be provided to
Accord by registered mail of any reduction, cancellation, expiration or material
change occurring after the Effective Date.

         8.8      EXISTING INSURANCE. Unless otherwise specifically agreed in
writing by Accord, Company shall maintain in full force and effect at all times
during the term of this Agreement, all insurance required under this Agreement
and all property, fire and liability insurance (other than workers' compensation
insurance) existing as of the Effective Date. Company further agrees to cause
Accord to be named as an additional insured with respect to each such policy of
insurance.

         8.9      INDEMNITY. Company shall defend, indemnify and hold Accord
harmless of and from all loss, costs, claims, and expenses resulting directly or
indirectly from (i) breach of any representation or warranty, or failure to
perform any obligation of Company under this Agreement, (ii) any claim or cause
of action of any current or former employee of Company, and (iii) any act or
omission of any Employee in the conduct of or related to Company's business,
except if such loss, cost, claim or expense is the result of negligence of
Accord, any illegal act of Accord, or any breach of this Agreement by Accord.

         8.10     EMPLOYEE SUITABILITY. Company has conducted, with respect to
each current Employee, and will conduct with respect to each additional
Employee, such skills testings, interviews, background investigations and other
review of the suitability of such Employee as it determines necessary. Accord
shall have no obligation or liability to Company with respect to the suitability
of any Employee for his or her job responsibilities or for any act of or
omission of any Employee. Accord may, at its option, conduct such testing and
background investigations as it may deem appropriate.

         8.11     NO LITIGATION. Except as previously disclosed to Accord in
writing, there is no action, suit, proceeding or investigation pending, or to
the knowledge of Company threatened against Company related to the Employees or
the Company's employer/employee relationship with the Employees. Company will
advise Accord promptly upon the inception of any such action, suit, proceeding,
investigation or threat thereof.

         8.12     COMPLIANCE APPLICABLE LAW. Company has not violated any
applicable statute or regulation in any respect, which would adversely affect
the Employees or Company's existing employment relationship with the Employees.
Company is and

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shall remain in compliance with all statutes, regulations, and executive
orders respecting Employees and employment practices.

         8.13     FIDELITY BONDS. Company shall advise Accord of any Employee
with access to cash or other property of Company or of any third party property
within the control of Company, and shall obtain a fidelity bond naming Company
and Accord as insured with respect to each such Employee.

         8.14     NOTICE OF TERMINATION. Company has given all notices and taken
all actions required of Company under Work Adjustment and Retraining
Notification Act and any other law or regulation pertaining to plant closing.

         8.15     NOTICE OF CLAIMS. Company shall promptly advise Accord of
unsatisfactory job performance of any Employee, and of any claims of
discrimination, sexual harassment, or other improper conduct of an Employee.

         8.16     EMPLOYEE SICKNESS, ACCIDENT AND/OR INJURY. Company shall
notify Accord immediately of any Employee sickness, accident or injury and
provide Accord with all information required by the applicable state and federal
regulatory agencies.

9.       TERM OF AGREEMENT.

         9.1      TERMINATION AND EXTENSION. Unless sooner terminated as
hereinafter provided, this Agreement and the rights and obligations of the
parties shall commence at the Effective Date, and shall extend for a period of
one year. Either party may elect to cause the Agreement to expire as of the end
of the original or any extended term of this Agreement, by notifying the other
party of its intent to terminate the Agreement not less than thirty (30) days
prior to the expiration of the then current term of the Agreement. Unless so
terminated, at the expiration of the original or any extended term of this
Agreement, this Agreement shall be automatically extended for an additional
year. Upon expiration of this Agreement, Company shall have no right to extend
or retain the services of Accord.

         9.2      EARLY TERMINATION. This Agreement may be terminated prior to
the then effective expiration date, at the election of company, upon 90 days
advance written notice to Accord; and at the election of Accord, immediately in
the event of any breach of the terms and provisions hereof by Company.

         9.3      EMPLOYEE TERMINATION. Company may terminate this Agreement
with respect to any Employee upon notice to Accord.

         9.4      LIMITATIONS. If termination of this Agreement, or termination
with respect to any Employee, would result in termination of any Employee by
Accord, Company's right to terminate shall be subject to any contractual
restriction on termination between Accord and such Employee, any other
restrictions on termination of employment imposed by law, and to such Employee's
rights to notice, hearing, and other procedures

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as may be required by law or regulation or as may be provided in the Employee
Handbook.

         9.5      OBLIGATIONS OF THE PARTIES. Upon termination of this
Agreement, Accord's obligation to provide employee staffing services shall
terminate. For any period of employment prior to termination, Accord shall pay
Employees, make payments to third parties in respect of such employment, and
complete its accounting and reporting duties. Upon the termination of employment
of any Employee, Accord shall provide all legally required notices (including,
without limitation, and where applicable, notices required by COBRA, WARN and
state insurance laws). If a terminated Employee is entitled to any accrued
vacation, sick or holiday pay, commissions, or other amounts in respect of his
employment, Accord shall pay such amounts. Company shall indemnify and hold
Accord harmless from any claim, cost, expense, or other loss resulting from
termination by Company of this Agreement, or termination with respect to any
Employee (except to the extent any such claim, cost, expense, or other loss is
the result of action by Accord which is contrary to the provisions of this
Agreement or applicable law or regulations), including, but not limited to any
such claim, cost, expense, or other loss resulting from termination of any
Employee or modification of the duties, responsibilities, or compensation of any
Employee; the occurrence of a qualifying event under I.R.C. Section 4980B with
respect to anY such Employee; and any obligation to compensate such Employee for
accrued vacation and sick leave. On termination of this Agreement, regardless of
how occurring, each of the parties shall do all things necessary or requisite to
conclude the business relationship and comply with Employee and employer payment
and reporting obligations.

10.      EXISTING EMPLOYEE BENEFIT PLANS. Notwithstanding the fact that the
Employees are to be employed by Accord in accordance with the terms and
provisions of this Agreement, the Employees may, for purposes of the Internal
Revenue Code of 1986, the Internal Revenue Service, the United States Department
of Labor and other governmental and state agencies, be considered to be the
employees of the Company. Accordingly, to the extent that the Company has or
continues to sponsor or participate in any type of employee benefit plan,
program or arrangement, which plans would include by example, and not by
limitation, employee benefit plans as defined under Section 3(3) of ERISA
including all defined contribution and defined benefit plans, vacation,
severance, health, welfare, holiday or any other employee welfare or fringe
benefit program sponsored by the Company, such Employees may be required to be
covered under such employee benefit plans, programs, or arrangements on a
prospective basis. Company will seek its own advise and will be solely
responsible regarding the continuation, termination and the payment of benefits
under all such employee benefit plans, programs or arrangements.

11.      GENERAL.

         11.1     WAIVER OF COVENANT, CONDITION, OR REMEDY. The waiver of
performance of any covenant, condition or promise shall not invalidate this
Agreement, nor shall it be considered a waiver of any other covenant,
condition or promise. The exercise of any

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remedy provided in this Agreement shall not be a waiver of any consistent
remedy provided by law, and the provisions in this Agreement for any remedy
shall not exclude other consistent remedies unless they are expressly
excluded.

         11.2     INTERPRETATION OF AGREEMENT. This Agreement shall be
construed in accordance with the laws of the State of Oklahoma. Captions and
organization are for convenience and shall not be used in construing meaning.
Time is of the essence in this Agreement. Each provision contained in the
Agreement shall be independent and severable from all other provisions
contained herein, and the invalidity of any such provision shall in no way
affect the enforceability of the other provisions.

         11.3     ENTIRE AGREEMENT. Any proposal, bid, offer, or other prior
discussion or communication regarding the subject matter of this Agreement is
preliminary in nature, is superseded by this Agreement, and is intended
solely for the purpose of discussion and evaluation. This Agreement
constitutes the entire Agreement between the parties. No other Agreement,
statement or promise, or modification or amendment of this Agreement shall be
binding unless in writing and signed by both parties to this Agreement. If
any provision of this Agreement shall contravene or be invalid or
unenforceable under the laws of the State of Oklahoma, the remaining
provisions of this Agreement shall not be affected thereby.

         11.4     ATTORNEY'S FEES. If any action is brought upon this
Agreement, in addition to any other award made to it, the prevailing party
shall be entitled to recover its reasonable attorneys' fees and costs of suit.

         11.5     SUCCESSORS AND ASSIGNMENT. The rights and obligations
contained in this Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors. This Agreement is
personal to the parties hereto and expressly declared to be non-assignable.
Any assignment or attempted assignment of the rights hereunder shall be null,
void and of no force and effect.

         11.6     AMENDMENTS. This Agreement can be amended or modified only
by written Agreement between the parties.

         11.7     NOTICES. All notices and demands shall be given in writing
by mail or by facsimile transmission confirmed by mail posted within 24 hours
of the transmission. All facsimile transmissions shall be made between 8:00
A.M. and 5:00 P.M. Monday through Friday except on banking holidays in the
State of Oklahoma. All notices, demands, and confirmations by mail shall be
made by certified mail, postage prepaid, return receipt requested. Notice
shall be considered given when mailed, or when transmitted, as applicable.
Unless otherwise advised in writing by the other party, each party shall
transmit notices and demands as follows:

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TO COMPANY:                                 TO ACCORD:

By Mail:                                    By Mail:
Plastic Pallet Company, Inc.                Accord Human Resources, Inc.
1607 W. Commerce Street                     210 Park Avenue, Suite 1200
Dallas, TX 75208                            Oklahoma City, OK 73102
By Telecopier: (214) 745-4578               By Telecopier: (405) 232-9899

         11.8     NO PARTNERSHIP OR JOINT VENTURE. Nothing herein contained
shall be deemed to create a joint venture or partnership between Company and
Accord.

         11.9     WAIVER OF SUBROGATION. The parties each hereby waive any
claim which it or anyone claiming through, or under it, by subrogation or
otherwise, might now or hereafter have against the other party on account of
any loss or damage which is insured against, to the extent that such loss or
damage is recovered under policies of insurance required to be provided
hereunder. Each party agrees to immediately give each insurance carrier
providing any such policy written notice of the terms of the mutual waiver
described above, and to have said insurance policies properly endorsed to
reflect such waiver. Each party shall cause its insurance carrier to provide
written evidence of said waiver.

         IN WITNESS WHEREOF, the parties hereto have signed and executed this
Agreement on the date herein first above written.

ACCORD:                                ACCORD HUMAN RESOURCES, INC.
                                       an Oklahoma Corporation


                                       By:
                                             -----------------------------------
                                             Vice President
ATTEST:


-----------------------------
Assistant Secretary (SEAL)

COMPANY:                               PLASTIC PALLET PRODUCTION COMPANY, INC.


                                       By:   /s/   Michael John
                                             -----------------------------------
                                             President
-------
ATTEST:


-----------------------------
Secretary (SEAL)

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