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                                                                   EXHIBIT 10.11

                                ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this "Agreement") is made this 24th day of May, 2001 by
and between FIBR-PLAST CORPORATION, an Oklahoma corporation ("Fibr-Plast") and
Community Bank & Trust, an Oklahoma Company, an Oklahoma banking corporation
(the "Escrow Agent").

                             RECITALS OF FIBR-PLAST

      A. Fibr-Plast has offered and sold an aggregate of 4,292,946 shares of its
         common stock, par value $.00002 per share, to those persons (the
         "Rescission Offerees") and in such amounts as are set forth in Exhibit
         A hereto.

      B. Fibr-Plast intends to make a public offering of its common stock
         pursuant to a registration statement on Form SB-2, as amended, File No.
         333-89873, filed with the Securities and Exchange Commission (the
         "Initial Registration Statement").

      C. Subsequent to the sale of not less than 1,000,000 shares of its common
         stock pursuant to the Initial Registration statement, Fibr-Plast will
         make a rescission offer to the Rescission Offerees (the "Rescission
         Offer") who paid an aggregate of $1,073,236.50 for their respective
         Rescission Shares.

      D. Exhibit A further sets forth the estimated interest which will be paid
         to the respective Rescission Offerees who accept the Rescission Offer.
         The total of the purchase price paid by each respective Rescission
         Offeree and the estimated interest payable thereto is also set forth in
         Exhibit A and is hereinafter referred to as the "Rescission Price"

      E. Shortly after the effective date of the Initial Registration Statement,
         Fibr-Plast will file a separate registration statement with the
         Securities and Exchange Commission under the Securities Act of 1933
         solely for the purpose of effecting the Rescission Offer (the
         "Rescission Registration Statement").

      F. Subject only to any limitations or restrictions imposed by state
         securities laws, rules or regulations (the "State Provisions"), upon
         the effective date of the Rescission Registration Statement, Fibr-Plast
         will begin the Rescission Offer

                                    AGREEMENT

The parties agree as follows:

1. Upon the receipt by Fibr-Plast of proceeds from the sale of not less than
   1,000,000 shares of its common stock pursuant to the Initial Registration
   Statement, Fibr-Plast shall promptly deposit with the Escrow Agent the
   aggregate of the Rescission Price with respect to all of the Rescission
   Offerees (the "Rescission Funds").

2. Upon written notice by Fibr-Plast to the Escrow Agent to the effect that the
   Rescission Registration Statement has been declared effective by the
   Securities and Exchange Commission, the Rescission Offer, subject to any
   State Provisions, has been made; and the


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   identity of each Rescission Offeree who has duly accepted the Rescission
   Offer and the amount payable thereto, the Escrow Agent shall pay each such
   Rescission Offeree such amount. Notwithstanding the foregoing, the Escrow
   Agent shall not pay an amount to any Rescission Offeree in excess of the
   Rescission Price with respect to such Rescission Offeree as set forth in
   Exhibit A. Any amounts paid by the Escrow Agent to Rescission Offerees
   pursuant hereto shall be in the form of checks payable to the order of the
   respective Rescission Offerees mailed or otherwise delivered to them by the
   Escrow Agent.

3. Upon written notice by Fibr-Plast to the Escrow Agent to the effect that the
   Rescission Registration Statement has been declared effective by the
   Securities and Exchange Commission, the Rescission Offer, subject to any
   State Provisions, has been made; and the identity of those Rescission
   Offerees who have duly rejected or failed to accept the Rescission Offer, the
   amounts of the respective Rescission Price with respect to each such
   Rescission Offeree shall be paid by the Escrow Agent to Fibr-Plast.

4. The Escrow Agent is acting as a stakeholder hereunder. If any dispute arises
   as to whether the Escrow Agent shall deliver the Rescission Funds to
   Fibr-Plast or any other party, the Escrow Agent shall not be required to make
   any delivery, but in such event the Escrow Agent may hold the Rescission
   Funds in dispute until receipt by the Escrow Agent of instructions from all
   such parties to the dispute directing the disposition of the Funds or in the
   absence of such instructions, the Escrow Agent may hold such Rescission Funds
   until receipt of an arbitral decision or a judgment of a court of competent
   jurisdiction providing for the delivery thereof..

5. The Escrow Agent shall be entitled to rely upon, and shall be fully protected
   from all liability, loss, cost, damage or expense in acting or omitting to
   act pursuant to, any instruction, order, judgment, certification, affidavit,
   demand, notice, opinion, instrument or other writing delivered to it
   hereunder without being required to determine the authenticity of such
   document, the correctness of any fact stated therein, the propriety of the
   service thereof or the capacity, identity or authority of any party
   purporting to sign or deliver such document.

6. The duties of the Escrow Agent are only as herein specifically provided, and
   are purely ministerial in nature. The Escrow Agent shall neither be
   responsible for, or under, nor chargeable with knowledge of, the terms and
   conditions of any other agreement, or document in connection herewith and
   shall be required to act only as provided in this Agreement.

7. This Agreement sets forth all the obligations of the Escrow Agent with
   respect to any and all matters pertinent to the escrow contemplated hereunder
   and no additional obligations of the Escrow Agent shall be implied from the
   terms of this Agreement or any other agreement.

8. The Escrow Agent shall incur no liability in connection with the discharge of
   its obligations under this Agreement or otherwise in connection therewith,
   except such liability as may arise from the bad wilful misconduct or gross
   negligence of the Escrow Agent or the reckless disregard of its duties
   hereunder.

9. The Escrow Agent may consult with counsel of its choice and shall not be
   liable for any action


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     taken or omitted to be taken by the Escrow Agent in accordance with the
     advise of such counsel.

10.  The Escrow Agent shall not be bound by any modification, cancellation or
     rescission of this Agreement unless in writing and signed by the Escrow
     Agent.

11.  The Escrow Agent at its sole discretion may interplead monies or funds into
     a court of competent jurisdiction for a determination of any dispute which
     arises or may arise. The Escrow Agent will be allowed its attorney's fees
     and costs from such monies being interplead in determining the resolution
     in the court action.

12.  Fibr-Plast agrees to reimburse the Escrow Agent on demand for, and to
     indemnify and hold the Escrow Agent harmless against and with respect to,
     any and all loss, liability, damage, cost or expense (including, without
     limitation, attorneys' fees and costs) that the Escrow Agent may suffer or
     incur in connection with the performance of its obligations under this
     Agreement, except to the extent such loss, liability, damage or expense
     arises from the wilful misconduct or gross negligence of the Escrow Agent
     or the reckless disregard of its duties hereunder.

13.  The Escrow Agent and any successor escrow agent may at any time resign as
     such by delivering the Rescission Funds to a successor escrow agent
     designated by Fibr-Plast in writing. Upon such resignation and delivery,
     the Escrow Agent shall be discharged of, and from, any and all further
     obligations arising in connection with the escrow contemplated by this
     Escrow Agreement.

14.  This Agreement shall inure to the benefit of, and be binding upon, the
     parties hereto and their respective successors and assigns. Nothing in this
     Agreement, express or implied, shall give to anyone, other than the parties
     hereto and their respective permitted successors and assigns, any benefit,
     or any legal or equitable right, remedy or claim, under or in respect of
     this Agreement or the escrow contemplated hereby.

15.  All notices, requests, demands and other communications required or
     permitted to be given hereunder shall be deemed given when actually
     received addressed to each of the parties as follows or as such address as
     either party may give to the other pursuant to such a notice:

              If to Fibr-Plast:

                  3225 S. Norwood
                  Suite 100
                  Tulsa, OK 74135


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     If to the Escrow Agent:

                  Community Bank & Trust Company
                  9004 East 61st Street
                  Tulsa, Oklahoma 74133

16.  This Agreement shall be construed and enforced in accordance with the laws
     of the State of Oklahoma. Each of the parties hereto agrees to submit to
     personal jurisdiction and to waive any objection as to venue in the State
     of Oklahoma.

17.  This Agreement may be executed in any number of separate counterparts, each
     of which shall, collectively and separately, constitute one agreement.

18.  The rights of the Escrow Agent contained in this Agreement, including
     without limitation the right to indemnification, shall survive the
     resignation of the Escrow Agent and the termination of the escrow
     contemplated hereunder.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first written above.

FIBR-PLAST CORPORATION


By: /s/ Joseph Francella
Executive Vice-President


COMMUNITY BANK & TRUST COMPANY


By: /s/ Sandy Bjornson
East Bank President


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                       FIRST AMENDMENT TO ESCROW AGREEMENT


         THIS FIRST AMENDMENT TO AGREEMENT (the "Amendment") relates to a
certain Escrow Agreement dated May 24, 2001 (the "Escrow Agreement") by and
between FIBR-PLAST CORPORATION, an Oklahoma corporation ("Fibr-Plast") and
COMMUNITY BANK & TRUST, AN OKLAHOMA COMPANY, an Oklahoma banking corporation
(the "Escrow Agent").


1.       The Escrow Agreement is hereby amended to provide that Exhibit A shall
         be delivered by Fibr-Plast to the Escrow Agent not later than one
         business day prior to the date that the Rescission Registration
         Statement, as that term is defined in the Escrow Agreement, is declared
         effective by the Securities and Exchange Commission.

2.       Other than as expressly set forth herein, the Escrow Agreement shall
         remain in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the day and year first written above.

FIBR-PLAST CORPORATION


By: /s/ Joseph Francella
Executive Vice-President

COMMUNITY BANK & TRUST COMPANY


By: /s/ Sandy Bjornson
East Bank President


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