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                                                                  EXHIBIT: 10.09


                           PRE-INCORPORATION AGREEMENT


1.       This is a pre-incorporation agreement between Samuel Slavens and Inland
         Island, Inc., an Oklahoma corporation (Inland) (both hereafter referred
         to as Slavens Group) and Fibr-Plast Corporation, an Oklahoma
         corporation (Fibr-Plast).

2.       RECITALS: Whereas,

         2.1      Fibr-Plast has a trademark on the trade name Fibr-Plast(C);
                  additionally, Fibr-Plast has a patent application pending for
                  the manufacture of the Fibr-Plast(C) product.

         2.2      Fibr-Plast has a unique process for utilizing and recycling
                  discarded materials into molded or extruded recycled products
                  for construction, fencing and other like uses;

         2.3      Slavens Group is desirous of entering into a joint venture
                  with Fibr-Plast;

         2.4      these parties shall now form an Oklahoma corporation (Nucorp),
                  which they will own equally and which will hold the assets of
                  this joint venture on the basis hereafter described;

         2.5      Slavens Group has committed to invest sufficient funds (in the
                  opinion of Nucorp's Board) for the purchase of needed
                  equipment;

         2.6      Slavens Group has also committed to purchase or furnish a
                  building suitable for a plant for the manufacture of
                  Fibr-Plast products and to make the necessary down payment
                  thereon;

         2.7      Fibr-Plast has committed to deliver a mold (or floating mold)
                  for the manufacture of Fibr-Plast products.

         And, Whereas, these parties have agreed upon the consideration for and
         conditions of the formation of


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         Nucorp and of their joint venture, all as such are separately hereafter
         described.

3.       CONSIDERATION. The consideration for this Agreement include $1.00 cash
         in hand paid by each party to the other, the receipt of which is hereby
         acknowledged, and the additional consideration of the agreements,
         promises, commitments and covenants hereafter given and exchanged and
         the performance of the parties with respect thereto.

4.       ADDITIONAL CONSIDERATION FROM FIBR-PLAST. Fibr-Plast shall forthwith do
         the following:

         4.1      License the Fibr-Plast(C) name to be licensed to Nucorp on
                  that non-exclusive basis hereafter described;

         4.2      As the equipment and plant facility are acquired as aforesaid,
                  then Fibr-Plast will disclose its technology to Nucorp for the
                  manufacture of the Fibr-Plast products in exchange for a
                  non-disclosure and non-compete agreements from Nucorp and from
                  Slavens Group;

         4.3      Fibr-Plast will furnish a mold (or floating mold) for the
                  manufacture of its basic product and will lease the same to
                  Nucorp for $1.00 per year, such lease to be on those
                  additional conditions separately hereafter described;

         4.4      Fibr-Plast shall furnish two persons to serve on the Board of
                  Directors of Nucorp; and,

         4.5      Fibr-Plast shall act as the marketing and sales arm of Nucorp
                  for the sale of all Nucorp products in exchange for a
                  marketing and sales contract.

5.       ADDITIONAL CONSIDERATION FROM SLAVENS GROUP. Slavens Group shall now do
         the following:

         5.1      furnish sufficient capital to acquire the needed equipment and
                  additionally furnish sufficient


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                  start-up operating capital (all in the opinion of Nucorp's
                  directors) for the commencement of operations by Nucorp;

         5.2      neither Slavens Group nor Nucorp shall mortgage nor encumber
                  the equipment EXCEPT for the initial unpaid purchase price
                  [after passing the agreed capital otherwise herein described];

         5.3      obtain a loan based upon Slavens Group's credit of not less
                  than $50,000.00, to be used by Nucorp for the purchased of
                  additional equipment; and,

         5.4      Slavens Group shall furnish two persons for the Board of
                  directors of Nucorp.



6.       FORMATION OF NUCORP. The parties shall now jointly accomplish the
         following:

         6.1      the formation of an Oklahoma general corporation (and allowing
                  for the conduct of all businesses except that requiring
                  special licensure and also except banking and insurance);

         6.2      the corporation shall have one class of stock only;

         6.3      the corporation shall have 10,000 shares of common stock
                  authorized at $1.00 par each;

         6.4      500 shares thereof shall be issued to Slavens Group and 500
                  shares thereof shall be issued to Fibr-Plast;

         6.5      each shareholder shall have preemptive rights as to any future
                  issues of capital stock;

         6.6      none of the capital stock of Nucorp shall be sold, assigned,
                  transferred, encumbered or subjected to any third-party lien,
                  security interest or claim.


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                  Each stock certificate shall bear a legend on the certificate
                  stating as follows:

                           The capital stock of Nucorp [or other name chosen by
                           the parties hereafter] shall not be sold,
                           transferred, assigned or subjected to any mortgage,
                           security interest or other encumbrance except as such
                           may be allowed by the bylaws of Nucorp;

         6.7      the bylaws shall be jointly approved by both parties;

         6.8      the bylaws - among other things - shall provide that no
                  shareholder may sell, encumber nor otherwise transfer the
                  capital stock of Nucorp without (a) the written consent of the
                  other shareholder thereto, which written consent shall only be
                  good for thirty (30) days, following a full disclosure and
                  copies of all writings dealing with such transferor's proposed
                  sale, encumbrance or other transfer, and (b) the right of the
                  other shareholder receiving such notice to purchase, loan or
                  take such transfer on the same terms as the third-party
                  covered by such disclosure, and (c) with the foregoing
                  exceptions only, a shareholder shall not be entitled to sell,
                  encumber or transfer its interest;

         6.9      Once Slavens Group has constructed, completed and equipped a
                  manufacturing facility as herein contemplated, then Fibr-Plast
                  shall issue to Slavens Group 300,000 shares of Fibr-Plast
                  common stock. Additionally, 12 months after such date,
                  Fibr-Plast shall issue to Slavens Group an additional 300,000
                  shares of Fibr-Plast common stock assuming the continued
                  compliance with the terms hereof by Slavens Group. Further,
                  Fibr-Plast shall deliver options to Slavens Group to purchase
                  250,000 shares of Fibr-Plast at $0.25 per share, to be
                  exercised within three years from the date of such option,
                  subject only to the continued compliance of Slavens Group with
                  the terms hereof.


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7.       OWNERSHIP OF PATENTS, PATENT APPLICATIONS AND DEVELOPMENTS.

         7.1      (Intent). At this time Fibr-Plast has a patent application
                  pending for the manufacture of the Fibr-Plast(C) product. That
                  patent application and all resulting patents shall be and
                  remain the sole and exclusive property of Fibr-Plast.

         7.2      (Disclosure of Technology -- Additional Developments).
                  Fibr-Plast will now disclose to Nucorp and Slavens Group all
                  of Fibr-Plast's confidential and privileged and proprietary
                  information and trade secrets as to the formulation,
                  manufacture, extrusion and finishing of the Fibr-Plast(C)
                  product.

         7.3      (Title to Patents & Developments). All modifications or
                  improvements relating either to the concept or patent
                  application of Fibr-Plast shall be and remain the property of
                  Fibr-Plast. Any other developments and inventions covering any
                  other products or methods of manufacturing other products
                  shall be and become the property of Nucorp. These parties
                  agree to execute such transfers or assignments of patents or
                  interests as shall be necessary to effect the foregoing.

8.       PLANT FACILITY.

         8.1      (Intent). Slavens Group desires to purchase (rather than rent
                  or lease) a plant facility suitable for the joint venture
                  activities of these parties through Nucorp.

         8.2      (Acquisition of Facility). The proposed facility shall be
                  subject to approval by the Nucorp Board of Directors.

         8.3      (Mortgage Installment Payments). From available income Nucorp
                  shall make the installment payments coming due on the financed
                  purchase


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                  price of the building. Notwithstanding, if Nucorp does not
                  occupy all of the building or if Slavens Group shall (with
                  Nucorp's approval) utilize any portion of the building for its
                  own business purposes, then Slavens Group shall be responsible
                  for and pay that pro rata share of such mortgage installment
                  payments which the space not utilized by Nucorp bears to the
                  total space.

         8.4      (Inability of Nucorp to Pay Share of Installments). If Nucorp
                  is unable from its revenue stream to pay its share of such
                  monthly mortgage installment payments, then Slavens Group
                  shall do so and Nucorp be obligated to Slavens Group in
                  connection with exercising its equity and options as such are
                  separately hereafter described. By way of clarification,
                  Slavens Group in the first instance shall make such payments
                  as are due. Nucorp, from available net profits available
                  thereafter shall repay Slavens Group or - when feasible - make
                  those payments direct to the parties entitled to receive the
                  same.

         8.5      (Nucorp Equitable Interest in Premises). If such property is
                  acquired as aforesaid and if Nucorp makes all or some of the
                  mortgage installment payments as above discussed, then Slavens
                  Group agrees that (a) Nucorp shall have an equitable interest
                  in the property commensurate with that proration of the total
                  of mortgage installments made (b) that Slavens Group shall not
                  sell the property to a third-party without accounting to
                  Nucorp for such equitable interest from the sale proceeds (c)
                  at the time of purchase and recording the deed of any such
                  property, Nucorp, Slavens Group and Fibr-Plast shall all
                  execute and file of record a Notice in recordable form setting
                  forth their equities in such properties as described in this
                  Agreement and in that certain Joint Venture Agreement between
                  these parties.


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         8.6      (Lease of Premises). If such business premises are leased by
                  Slavens Group (rather than purchased), then Slavens Group and
                  Nucorp shall prorate the rentals on the same formula and basis
                  above discussed.

         8.7      (Lease -- Purchase of Premises). If the premises are used on a
                  lease - purchase basis, then Slavens Group and Nucorp shall
                  prorate the rentals on the same formula and basis above
                  discussed.

         8.8      If Nucorp shall itself lease or rent business facilities, then
                  it shall not be obligated to participate in any building
                  acquisition as otherwise above contemplated.

9.       INSURANCE COVERAGES.

         9.1      (Building Insurance). Slavens Group in the first instance
                  shall be responsible for building insurance unless the
                  premises are leased or purchased only and solely by Nucorp.
                  Where such premises are initially titled in Slavens Group (and
                  subject to the Nucorp equitable interest above described),
                  then any insurance shall be for replacement value and insuring
                  Slavens Group, any record mortgagee and Nucorp `as their
                  respective interests may exist'.

         9.2      (Fire and Extended Coverage -- Equipment, Machinery, Supplies,
                  Materials & Inventory. Nucorp shall be responsible to insure
                  its equipment, machinery, supplies, materials and inventory.
                  If either Slavens Group or Fibr-Plast has any separate
                  business activity on the same premises, then Slavens Group or
                  Fibr-Plast (as the case may be) shall separately be
                  responsible to insure equipment, machinery, supplies,
                  materials and inventory.

         9.3      (Non-Owned Vehicle Insurance; Uninsured Vehicles and
                  Under-Insured vehicles. Nucorp shall be


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                  responsible to provide adequate insurance for any employees or
                  agents covering the use of non-owned vehicles as well as
                  third-party uninsured and under-insured vehicles; provided,
                  however, that if such vehicles now or hereafter are owned by
                  Slavens Group, then Slavens Group shall provide such coverage
                  and shall cause Nucorp to be shown as a co-insured and shall
                  waive rights of subrogations to Nucorp (so that Slavens
                  Group's carrier will not have recourse against Nucorp for
                  contribution or recovery).

10.      DIVISION OF DUTIES IN NUCORP. These parties have discussed a division
         of duties. In the initial stages of operation of Nucorp, Slavens Group
         (under the supervision of the Nucorp Board) will manage and direct the
         manufacturing functions. In those same initial stages, Fibr-Plast
         (under the supervision of the Nucorp Board) will handle the marketing
         and sales functions. In this connection, neither Slavens Group nor
         Fibr-Plast will charge for the time and services of their personnel
         UNTIL the Nucorp Board shall determine that Nucorp has established an
         income stream, is also realizing net income and that reasonable
         salaries, consulting fees or other compensation can be paid from such
         net income. Any such compensation shall be reasonable, shall relate to
         the time expended and value of service and results obtained by such
         Slavens Group and Fibr-Plast personnel.

11.      DIVISION OF PROFIT. Slavens Group and Fibr-Plast shall equally divide
         the profits from the operation of Nucorp. To the extent that money
         shall have been advanced by either of these parties or debt otherwise
         incurred by Nucorp owing to either of these parties, then the first
         monies distributed by Nucorp to either of these parties shall be in
         satisfaction for and retirement of such indebtedness or other
         obligations. Notwithstanding anything herein to the contrary, 70% of
         after-tax net profit of Nucorp shall be paid to Slavens Group in
         satisfaction of such approved debt as


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         Slavens Group shall have incurred for Nucorp for approved facilities,
         equipment, machinery and building. The remaining 30% shall be paid
         separately and equally to Fibr-Plast and to Slavens Group as
         COMPENSATION for services rendered by Slavens Group for services
         rendered in the management of the production facilities and as
         compensation to Fibr-Plast for marketing and sales [since such parties
         will not receive salaries, commissions or other distributions initially
         and these parties agree that such distributions are not intended to be
         dividends nor profit distributions as such but - instead - their
         compensation for services rendered by the persons they will furnish to
         Nucorp for its management and operations. If hereafter the sums
         distributable to Slavens Group or to Fibr-Plast exceed reasonable
         compensation for executive services, then - upon advice of Nucorp's
         accountants - the Board of Directors of Nucorp shall make specific the
         compensation to the various persons being furnished by both Slavens
         Group and by Fibr-Plast, determine the retention of other income for
         operating capital and determine sums to be paid to the stockholders as
         either dividends or distributions. After repayment of all debt incurred
         by Nucorp, profits shall be split 50% to Fibr-Plast and 50% to Slavens
         Group, only after Fibr-Plast has been approved for and is actually
         being publicly traded.

12.      NON-DISCLOSURE AND NON-COMPETITION AGREEMENTS. Slavens Group before
         commencing any manufacturing activity of the Fibr-Plast(C) products or
         like-type products, shall execute a mutually satisfactory
         non-competition agreement and non-disclosure agreement:

         o        (Non-Competition Agreement). During the term of the joint
                  venture represented by the formation and activity of Nucorp
                  and additionally for two years thereafter. Slavens Group will
                  not make Fibr-Plast products using Fibr-Plast technology. This
                  includes not using Fibr-Plast's name nr the same nor similar
                  technology for continuous-line production nor floating mold
                  usage.


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         o        (Non-Disclosure Agreement). For a period of two years Slavens
                  Group agrees they will not disclose all or any part of the
                  trade secrets, proprietary information, product mixes,
                  suppliers of products, tool and die makers, methods of
                  manufacturing, producing, extruding, forming or otherwise
                  producing Fibr-Plast products as herein described, whether
                  such disclosure is for the gain and profit of Slavens Group,
                  of any third-party entities in which Slavens Group has any
                  interest [direct or indirect], for the profit of third-parties
                  or for the detriment of Fibr-Plast. In that connection, upon
                  effecting or allowing any such disclosure or being part of any
                  competitive effort with respect to such products, Slavens
                  Group shall be liable for all actual and consequential damages
                  to Fibr-Plast which result directly or indirectly therefrom.

         o        (Agreed Exceptions to Non-Competition and Non-Disclosure).
                  These parties contemplate that situations may arise where
                  Fibr-Plast and Nucorp might agree to the production and sale
                  of a similar or like-type product by Slavens Group and its
                  disclosure of relevant production information as reasonably
                  needed to the construction industry, Code enforcement agencies
                  and the like. In that connection, any such agreements shall be
                  in writing and no verbal agreements shall be binding.

         o        (Term of Non-Competition Agreement). Such Non-Competition
                  shall be in effect so long as the parties continue to operate
                  under the terms of this Agreement or subsequent agreements
                  covering the subject matter hereof and additionally
                  twenty-four (24) months thereafter.

13.      FIRST RIGHT OF REFUSAL AND OPTIONS. Each party grants to the other an
         option to buy its interests in Nucorp, as follows:


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         a)       If the parties cannot agree upon the management and operation
                  of Nucorp (including the manufacture of product, marketing,
                  sales, financing or other aspects thereof), then the interest
                  of either party shall be sold to the other as next provided.

         b)       Under such circumstances and if one party desires to sell but
                  there is no third party offer in hand, then the second party
                  shall have the right [but not the obligation] to buy such
                  interest at fair market value.

         c)       fair market value means the value of the undivided 50% of the
                  capital stock of such party as determined by the accountants
                  for Nucorp. In making that determination, such accountants
                  shall follow Generally Accepted Accounting Procedures (GAAP),
                  including reasonable valuation for name, goodwill and the
                  like.

         d)       In this connection, Fibr-Plast shall have the first right and
                  option to buy the interest of Slavens Group at fair market
                  value. Payment for any such interest shall be made in three
                  (3) equal annual installments, the first due at closing, the
                  second on the one-year anniversary thereof and the third on
                  the two-year anniversary thereof, all without interest.

         e)       At closing, the selling party shall deliver all its stock in
                  Nucorp to the other by unconditional assignment and transfer.
                  Such stock shall be free and clear of any lien, encumbrance,
                  security interest or third party claim whatsoever.

         f)       If the selling party shall have encumbered or allowed any
                  encumbrance on its stock in Nucorp, then the buying party
                  shall have the right (but not the obligation) to pay such
                  portion of the purchase price of the stock [determined as
                  above


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                  discussed] to such third party mortgagee, security interest
                  holder, tax authority or the like. The buying party may rely
                  upon the advice of its attorneys and Certified Public
                  Accountants in determining the amounts reasonably necessary to
                  obtain such third party releases.

         g)       Where the parties cannot agree upon the operation and
                  management of the Company and if Fibr-Plast does not elect to
                  buy the stock of Slavens Group within a period of ninety (90)
                  days after seller shall have requested such purchase in
                  writing, then Slavens Group shall have the right to buy
                  Fibr-Plast's stock in Nucorp on the same basis above
                  described.

14.      MISCELLANEOUS.

         14.1     (Interpretation). The captions on the various sections and
                  paragraphs are for convenience only and the entire Agreement
                  shall be construed as a whole. The invalidity of any phrase,
                  clause or provision herein contained shall not render this
                  Agreement as void nor unenforceable and the same shall
                  thereafter be construed as if such phrase, clause or provision
                  were not herein contained and to otherwise give maximum effect
                  to the intent of these parties. This Agreement is made in
                  Oklahoma and may be litigated in the District or Federal
                  Courts in that County where the home offices of Company are
                  situated. This Agreement supercedes and cancels any prior
                  discussions, negotiations, agreements or contracts covering
                  the subject matter hereof and may hereafter be modified or
                  amended only by the joint written act of both parties.

         14.2     (Incorporation of Conditions into Certificate of Incorporation
                  and Bylaws). All of the foregoing provisions, terms and
                  conditions of this Pre-




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                  Incorporation Agreement shall be incorporated into the
                  Certificate of Incorporation and the bylaws of Nucorp.

         14.3     (Assignment of Contract). Slavens Group and Fibr-Plast shall
                  not assign this contract without the prior written consent
                  thereto.

         14.4     (Parties Bound). This Agreement shall be binding upon and
                  inure to the benefit of these parties, together with their
                  respective personal representatives, successors and assigns
                  whomsoever.

         14.5     (Effective Date). Notwithstanding the date or dates of
                  subscription hereof, the effective date of this Agreement
                  shall be as of the 29th day of August, 2000.


Dated:  August 29, 2000            Signed:  /s/ Samuel Slavens
                                          --------------------------------------
                                                Samuel Slavens



                                   INLAND ISLAND, INC.

Dated:  August 29, 2000            Signed:  /s/ Samuel Slavens
                                          --------------------------------------
                                                Samuel Slavens, President


                                   FIBR-PLAST CORPORATION


Dated:  August 29, 2000            Signed:  /s/ Thomas Watson
                                          --------------------------------------
                                                Thomas Watson, President


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