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                                                                   EXHIBIT 10.10

                               SECURITY AGREEMENT

                  THIS SECURITY AGREEMENT is made effective the 27th day of
July, 2000, between HILDALGO TRADING COMPANY, L.C., having a mailing address of
2500 South McGee, Suite 147, Norman, Oklahoma 73072 (the "Secured Party"), and
PLASTIC PALLET PRODUCTION, INC., having a mailing address of 1607 West Commerce,
Dallas, Texas 75208 (the "Debtor").

                              W I T N E S S E T H:

                  1. SECURITY INTEREST. For value received, the receipt of which
is hereby acknowledged, the Debtor hereby grants to the Secured Party a security
interest in and to the personal property of the Debtor more particularly
described on Exhibit "A" hereto, and all future additions to, replacements of,
substitutions for and all proceeds and products thereof (the "Collateral"). This
Agreement is intended for security only, and is to secure obligations of the
Debtor owing to the Secured Party as herein described. It is specifically
understood that the Secured Party does not hereby assume any of the obligations
of the Debtor in connection with the Collateral.

                  2.       INDEBTEDNESS.  This Agreement is given to secure:

                  (a)      Payment of a promissory note (the "Note") executed by
                           Debtor and PalWeb Corporation, to the Secured Party
                           in the principal sum of Four Hundred Thousand Dollars
                           ($400,000.00), payable as to principal and interest
                           as provided therein;

                  (b)      All renewals, consolidations, extensions and
                           substitutions for the Note;

                  (c)      All liabilities of Debtor to Secured Party of every
                           kind or description, including (i) future advances,
                           (ii) both direct and indirect liabilities, (iii)
                           liabilities due or to become due and whether absolute
                           or contingent, and (iv) all liabilities now existing
                           or hereafter arising and however evidenced; and

                  (d)      Payment of all expenditures by the Secured Party for
                           taxes, insurance and maintenance of the Collateral
                           and all costs and expenses incurred by the Secured
                           Party in the collection and enforcement of the
                           obligations due the Secured Party by the Debtor,
                           including all of the Secured Party's attorney's fees.

                  3. DEBTOR'S AGREEMENTS. The Debtor expressly warrants and
covenants as follows:


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                           3.1 OTHER ENCUMBRANCES. The Debtor is the owner of
                  the Collateral, free and clear of all encumbrances, and the
                  Debtor will defend the Collateral against all claims and
                  demands of all persons at any time claiming the same or any
                  interest therein. Except for the security interest granted
                  hereby, the Debtor will not further encumber the Collateral
                  without the prior written consent of the Secured Party.

                           3.2 FINANCING STATEMENTS. The Debtor will join with
                  the Secured Party in executing one or more financing
                  statements, if applicable, in form satisfactory to the Secured
                  Party, and the Debtor will perform all further acts necessary
                  to perfect a security interest in the Collateral in favor of
                  the Secured Party.

                           3.3 INSURANCE. The Debtor will purchase or cause to
                  be purchased, and continuously maintain or cause to be
                  maintained with companies acceptable to the Secured Party,
                  policies of insurance covering the Collateral, covering loss
                  or damage to the Collateral. All such insurance policies will
                  be written for the benefit of the Debtor and the Secured Party
                  as their interests may appear, and such policies or
                  certificates evidencing the same will be furnished to the
                  Secured Party. All policies of insurance will provide at least
                  ten (10) days prior written notice of cancellation to the
                  Secured Party.

                           3.4 TAXES. Debtor shall promptly pay any and all
                  taxes, assessments and license fees with respect to the
                  Collateral or the use of the collateral.

                           3.5 REIMBURSEMENT FOR EXPENSES. At the option of the
                  Secured Party, the Secured Party may discharge taxes, liens,
                  security interest of other encumbrances affecting the
                  Collateral, and may pay for the maintenance and preservation
                  thereof, and for insurance covering the Collateral, and may
                  pay all costs incurred in performing the obligations owing by
                  the Debtor to the Secured Party. The Debtor agrees to
                  reimburse the Secured Party on demand for any payments so
                  made, and until such reimbursement, the amount of any such
                  payment, with interest at the rate after maturity specified in
                  the Note, accrued from the date of payment until
                  reimbursement, will be added to the indebtedness owed by the
                  Debtor and will be secured by this Agreement.

                           3.6 CHANGE OF LOCATION OF COLLATERAL. Except as
                  otherwise provided herein, the Collateral shall at all times
                  be kept at 1607 West Commerce, Dallas Texas. The Debtor will
                  immediately notify the Secured Party in writing of any change
                  in the Debtor's principal place of business, or in the
                  location of the Collateral from that stated in this paragraph.

                  4. DEFAULT. The Debtor will be in default under this Agreement
on the happening of any of the following events or conditions:


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                  (a)      Default in the payment or performance of any
                           obligation, covenant or liability contained in the
                           Note or this Agreement.

                  (b)      Any warranty, representation or statement made or
                           furnished to the Secured Party by or on behalf of the
                           Debtor proves to have been false in any material
                           respect when made;

                  (c)      Sale, loss or additional encumbrance of the
                           Collateral, or the making of any levy, seizure or
                           attachment thereof or thereon;

                  (d)      The default on the obligation to any first security
                           interest holder as to any of the Collateral;

                  (e)      Insolvency or business failure of the Debtor,
                           appointment of a receiver for the Debtor or the
                           Collateral, assignment for the benefit of creditors
                           or the commencement of any proceeding under any
                           bankruptcy or insolvency law by or against the
                           Debtor; or

                  (f)      The default by PalWeb Corporation on that certain
                           Security Agreement to the Secured Party executed on
                           this date.

                  5. REMEDIES. Upon the occurrence of any event of default and
at any time thereafter, Secured Party shall have and may exercise the following
rights and remedies, without further notice to Debtor:

                           5.1 ALL LEGAL REMEDIES. Proceed to selectively and
                  successively enforce and exercise any and all rights and
                  remedies which Secured Party may have under this Agreement,
                  any other applicable agreement or applicable law, including,
                  without limitation: (i) commencing one or more actions against
                  Debtor and reducing the claims of Secured Party against Debtor
                  to judgment, (ii) foreclosure or other enforcement of Secured
                  Party's security interest in the Collateral, or any portion
                  thereof, or other enforcement of Secured Party's rights and
                  remedies in respect of and to recover upon the Collateral,
                  through judicial action or otherwise, including all available
                  remedies under the applicable provisions of the UCC, and (iii)
                  payment or discharge of any claim or lien, prior or
                  subordinate, in respect of or affecting the Collateral.

                           5.2 DISPOSITION. Sell, lease or otherwise dispose of
                  the Collateral at private or public sale. Secured Party will
                  give Debtor reasonable notice of the time and place of any
                  public sale or other disposition thereof or the time after
                  which any private sale or other disposition thereof is to be
                  made. The requirements of reasonable notice shall be met if
                  such notice is given to Debtor at least ten (10) days


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                  before the time of any such sale or disposition. Secured Party
                  shall not be obligated to make any such sale pursuant to any
                  such notice. Secured Party may, without notice or publication,
                  adjourn any public or private sale or cause the same to be
                  adjourned from time to time by announcement at the time and
                  place fixed for the sale, and such sale may be made at any
                  time or place to which the same may be so adjourned. Debtor
                  acknowledges that the Securities Act of 1933, as amended, and
                  certain other federal and state laws or regulations may
                  constitute legal restrictions or limitations upon Secured
                  Party in any attempts to dispose of any portion of the
                  Collateral which constitutes securities and the enforcement by
                  Secured Party of its rights and remedies with respect thereto.
                  Secured Party is authorized, but shall in no event be
                  obligated, to sell or dispose of any portion of the Collateral
                  which constitutes securities at a private sale subject to
                  investment letter or in any other manner which would not
                  require the Collateral or any portion thereof to be registered
                  in accordance with the Securities Act of 1933, the rules and
                  regulations promulgated thereunder, or under any other
                  securities laws or regulations, and Secured Party is
                  authorized to take such action, give such notice, obtain such
                  consents and do such things as it may deem necessary and
                  appropriate in connection with any such private sale or
                  disposition. Secured Party may, in its sole discretion, may
                  sell any portion of the Collateral which constitutes a
                  security at its book value to a restricted number of potential
                  purchasers, notwithstanding that a sale under any such
                  circumstances may yield a lower price for such Collateral than
                  might otherwise be available if such Collateral were
                  registered under the applicable securities laws and sold on
                  the open market. Debtor stipulates and agrees that the sale
                  for book value is conclusive evidence that such private sale
                  or sales were conducted in a commercially reasonable manner
                  pursuant to the requirements of applicable law.

                           5.3 COSTS AND EXPENSES. Recover from Debtor an amount
                  equal to all costs, expenses and attorney's fees incurred by
                  Secured Party in connection with the exercise of the rights
                  contained or referred to herein, together with interest on
                  such sums at the rate applicable to the Note from time to
                  time.

                           5.4 WAIVER OF DEFAULT. Secured Party may, by an
                  instrument in writing signed by Secured Party, waive any event
                  of default which shall have occurred and any of the
                  consequences thereof and, in such event, Secured Party and
                  Debtor shall be restored to their respective former positions,
                  rights and obligations. Any event of default so waived shall,
                  for all purposes of this Agreement, be deemed to have been
                  cured and not to be continuing, but no such waiver shall
                  extend to any subsequent or other default or impair any
                  consequence thereof.

                           5.5 REGISTRATION. Any or all shares of stock
                  constituting a part of the Collateral held by Secured Party
                  hereunder may, if an event of default has occurred and is
                  continuing, be registered in the name of Secured Party or its
                  nominee, and


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                  Secured Party or its nominee may thereafter exercise all
                  voting and corporate rights at any meeting of any corporation
                  issuing any of the shares included in the Collateral and
                  exercise any and all rights of conversion, exchange,
                  subscription or any other rights, privileges or options
                  pertaining to any such shares as if it were the absolute owner
                  thereof, including without limitation, the right to exchange
                  at its discretion, any and all of such stock upon the merger,
                  consolidation, reorganization, recapitalization or other
                  readjustment of any corporation issuing any of such shares or
                  upon the exercise by any such issuer of any right, privilege
                  or option pertaining to any such shares of stock, and in
                  connection therewith, to deposit and deliver any and all of
                  such shares of stock with any committee, depositary, transfer
                  agent, registrar or other designated agency upon such terms
                  and conditions as it may determine, all without liability
                  except to account for property actually received by it, but
                  Secured Party shall have no duty to exercise any of the
                  aforesaid rights, privileges or options and shall not be
                  responsible for any failure to do so or for any delay in so
                  doing. This Agreement constitutes Debtor's proxy to Secured
                  Party or its nominee to vote all shares of stock constituting
                  a part of the Collateral or other securities with voting
                  rights then registered in Debtor's name.

                           5.6 NO DUTY. The powers conferred on Secured Party
                  hereunder are solely to protect its interests in the
                  Collateral and shall not impose any duty upon it to exercise
                  any such powers. Secured Party shall be accountable only for
                  amounts that it actually receives as a result of the exercise
                  of such powers and neither it nor any of its officers,
                  directors, employees or agents shall be responsible for any
                  act or failure to act, except for its own gross negligence of
                  willful misconduct.

                  6. MISCELLANEOUS. The provisions of this Agreement are
severable, and the invalidity of any part or application hereof will not affect
any other provision or application hereof. No indulgence or waiver hereunder by
the Secured Party will be construed to affect any other default hereunder, or
preclude the Secured Party from asserting any right or remedy with respect to a
later default. The Secured Party's remedies hereunder are cumulative and not
alternative, the exercise of one remedy will not preclude the Secured Party from
exercising another for the same default. The terms of this Agreement will be
binding on the successors and permitted assigns of the parties hereto. The laws
of the State of Oklahoma will govern the construction and validity of this
Agreement and the rights and duties of the parties hereunder.


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              EXECUTED AND DELIVERED the date first above written.

"DEBTOR"                       PLASTIC PALLET PRODUCTION, INC.


                               By:    /s/ Paul A. Kruger
                                   ---------------------------------------------
                                   Paul A. Kruger, President



"SECURED PARTY"                HILDALGO TRADING COMPANY, L.C.


                               By:    /s/ Paul A. Kruger
                                   ---------------------------------------------
                                   Paul A. Kruger, Manager






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                                   EXHIBIT "A"
                           (DESCRIPTION OF COLLATERAL)

                  All accounts, chattel paper, documents, instruments,
                  inventory, investment property (as such terms are defined in
                  Article 9 of the UCC) of the Debtor, now existing or hereafter
                  acquired; All equipment (as such term is defined in Article 9
                  of the UCC) of the Debtor, now existing or hereafter acquired
                  and wherever located, including, without implied limitation,
                  all prototype injection molding equipment, molds, chillers and
                  extruders; All general intangibles (as such term is defined in
                  Article 9 of the UCC) of the Debtor, of every kind and nature,
                  whether now owned or existing or hereafter arising or
                  acquired, including, without implied limitation, all books,
                  records, computer programs, source codes, computer tapes,
                  computer cards, computer disks, permits, know-how,
                  technologies, trade secrets, designs, drawings, processes,
                  claims (including, without limitation, claims for income tax
                  and other refunds), causes of action, choses in action,
                  judgments, goodwill, patents, copyrights, brand names,
                  trademarks, tradenames, service names, service marks, logos,
                  licensing agreements and other intellectual property,
                  franchises, royalty payments, settlements, partnership
                  interests (whether general, limited or special), interests in
                  joint ventures, contracts, contract rights and monies due
                  under any contract or agreement; All future additions to,
                  replacements of, substitutions for and proceeds and products
                  of any of the foregoing items.


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