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                                                                    EXHIBIT 2.1f



                                PLEDGE AND PROXY
                               SECURITY AGREEMENT

         THIS PLEDGE AND PROXY SECURITY AGREEMENT is made and entered into as of
October 21, 1999, by Scott Miller ("Pledgor"), in favor of CCEC Capital
Corporation, f/k/a Coach & Car Equipment Corporation, and its successors and
assigns (hereinafter called "Secured Party").

I.       RECITALS

         1.1      Secured Party has made a loan to Coach and Car Equipment
                  Corp., f/k/a Coach and Car Acquisition Corp. ("Coach and
                  Car"), which is an affiliated corporation with Beacon
                  Industries, Inc. ("Beacon"), represented by an Installment
                  Note and a Term Note both dated October 21, 1999
                  (collectively, the "Notes").

         1.2      Secured Party's agreement to make this financial accommodation
                  to Pledgor is conditioned upon Secured Party's receiving a
                  pledge and security interest in certain stock and securities
                  issued by Coach and Car and Beacon (hereinafter when referred
                  to in this capacity collectively called the "Company"), now
                  owned or hereafter acquired by Pledgor.

         1.3      Pledgor is the majority shareholder of the outstanding shares
                  of the common stock of Coach and Car of Beacon.


2.       PLEDGE OF STOCK

         2.1      Pledgor hereby assigns, transfers, pledges, and delivers to
                  Secured Party and grants Secured Party a security interest in
                  all issued and outstanding stock in the Company now owned or
                  hereafter acquired by Pledgor, including without limitation,
                  the stock described on Schedule "A."

         2.2      Upon the execution of this Agreement, Pledgor shall deliver to
                  Secured Party certificates for the Pledged Securities,
                  together with appropriate stock transfer powers therefor duly
                  executed by Pledgor in blank.

3.       OBLIGATION SECURED

         This Agreement shall secure:

                  (a)      Payment of the sum of $10,114,008 plus accrued
                           interest under the terms of the Notes; and


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                  (b)      Payment, performance, and observance by Pledgor of
                           each covenant, condition, provision, and agreement
                           contained herein, in the Amended and Restated Asset
                           Purchase Agreement dated August 31, 1999, and in the
                           Note Refinancing Agreement between the parties dated
                           October 21, 1999 (the "Note Refinancing Agreement"),
                           and all of the agreements and arrangements entered
                           into as a part thereof, and of all monies expended or
                           advanced by Secured Party pursuant to the terms
                           hereof, or to preserve all right of Secured party
                           hereunder, or to protect or preserve the Collateral
                           or any part thereof.

         All of the indebtedness and obligations secured by this Agreement are
         hereinafter collectively called the "Obligations."

4.       REPRESENTATIONS AND WARRANTIES OF PLEDGOR

         Pledgor hereby represents and warrants that:

         4.1      The Pledged Securities are and shall be duly and validly
                  issued and pledged in accordance with applicable law, and this
                  Agreement shall not contravene any law, agreement, or
                  commitment binding Pledgor or the Company, and Pledgor shall
                  defend the right, title, lien, and security interest of
                  Secured Party in and to the Pledged Securities against the
                  claims and demands of all persons and other entities
                  whatsoever.

         4.2      Pledgor has the right, power, and authority to convey good and
                  marketable title to the Pledged Securities, and the Pledged
                  Securities and the proceeds thereof are and shall be free and
                  clear of all claims, mortgages, pledges, liens, encumbrances,
                  and security interest of every nature whatsoever other than as
                  imposed hereby.

         4.3      As of the date of this Agreement, the Pledged Securities
                  represent in excess of fifty percent (50%) of the voting power
                  of all of the outstanding common stock of each of Coach and
                  Car and Beacon.

         4.4      Pledgor shall not allow to be issued shares of common stock of
                  either Coach and Car or Beacon without first obtaining the
                  written consent of Secured Party, which consent shall not be
                  unreasonably withheld.

5.       IRREVOCABLE PROXY

         5.1      Upon an Event of Default as defined hereafter, Pledgor shall
                  and without further action by Pledgor hereby does irrevocably
                  constitute and appoint Secured Party, whether or not the
                  Pledged Securities have been transferred into the name of
                  Secured Party or its nominee, as Pledgor's proxy with full
                  power, in the same manner, to the same extent and with the
                  same effect as if Pledgor were to do the same, in the sole
                  discretion of Secured Party:


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                  (a)      To consent to any and all actions by or with respect
                           to the Company for which consent of the stockholders
                           of the Company is or may be necessary or appropriate;
                           and

                  (b)      Without limitation, to do all things that Pledgor can
                           do or could do as stockholder of the Company, giving
                           Secured Party full power of a substitution and
                           revocation.

6.       EVENTS OF DEFAULT; REMEDIES; RECOURSE

         6.1      "Event of Default" hereunder shall mean any "Event of Default"
                  as defined in the Notes.

         6.2      Upon the occurrence of any Event of Default and at any time
                  while such Event of Default is continuing, Secured Party shall
                  have the following rights and remedies and may do one or more
                  of the following:

                  (a)      Declare all or any part of the Obligation to be
                           immediately due and payable, and the same, with all
                           costs and charges, shall be collectible thereupon by
                           action at law;

                  (b)      Transfer the Pledged Securities or any part thereof
                           into its own name or that of it nominee so that
                           Secured Party or its nominee may appear of record as
                           the sole owner thereof;

                  (c)      Vote any or all of the Pledged Securities and give
                           all consents, waivers, and ratifications in respect
                           thereof and otherwise acting with respect thereto as
                           though it were the absolute owner thereof;

                  (d)      Receive and retain any dividend or other distribution
                           on account of the Pledged Securities; and

                  (e)      Sell any or all of the Pledged Securities in
                           accordance with the provisions hereof.

         6.3      Upon an Event of Default, Secured Party, before exercise of
                  the rights and remedies described above, shall first exercise
                  its rights to recourse to the Collateral pledged under the
                  Security Agreement between Secured Party and Coach and Car
                  dated October 21, 1999 in connection with the Notes. Secured
                  Party shall seek recourse under Section 6.2 above only in the
                  event the proceeds of a liquidation or other disposition of
                  the Collateral is insufficient to repay the indebtedness and
                  then only to the extent of the amount of such deficiency.
                  Furthermore, in the event of recourse to the Pledged
                  Securities, Secured Party shall forbear from any of the
                  remedies for a reasonable time to allow Beacon the opportunity
                  to repay the indebtedness or, as necessary, to allow Pledgor
                  to manage an orderly liquidation of Beacon's assets in an
                  expeditious manner. Only after Pledgor's failure to repay the
                  deficiency after Secured Party's reasonable forbearance may
                  Secured Party exercise the remedies of Section 6.2.


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7.       RELEASE OF PLEDGED SECURITIES

         The Pledged Securities shall be released and this Agreement terminated
upon the payment of all outstanding indebtedness to Secured Party.

8.       MISCELLANEOUS PROVISIONS

         8.1      The terms herein shall have the meanings in and be construed
                  under the Uniform Commercial Code. This Agreement shall be
                  governed by and construed according to the internal laws of
                  the State of Arizona. Each provision of this Agreement shall
                  be interpreted in such manner as to be effective and valid
                  under applicable law, but if any provision of this Agreement
                  is held to be void or invalid, the same shall not affect the
                  remainder thereof which shall be effective as though the void
                  or invalid provision had not been contained herein;

         8.2      No modification, recission, waiver, release, or amendment of
                  any provision of this Agreement shall be made except by a
                  written agreement executed by Pledgor and a duly authorized
                  officer of Secured Party.

         IN WITNESS WHEREOF, these presents are executed as of the date
indicated above.

                                            PLEDGOR


                                            /s/ Scott Miller
                                            ------------------------------------
                                            Scott Miller


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                                   SCHEDULE A

1) Stock Certificate Number 1013-2 representing 12,740,000 shares of common
stock of Beacon Industries, Inc.

2) Stock Certificate Number 1 representing 655,000 shares of common stock of
Coach and Car Equipment Corp.


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