EXHIBIT 10.2
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                               SECURITY AGREEMENT

            THIS SECURITY AGREEMENT is entered into as of December 11,2001, with
the security interest granted by and between PLASTIC PALLET PRODUCTION, INC., a
Texas corporation (hereinafter referred to as "Grantor" or "Borrower") and THE
F&M BANK & TRUST COMPANY ("F&M"), an Oklahoma banking corporation, (collectively
"Bank").

                                R E C I T A L S:

            Concurrently herewith, Pledgor and Bank are entering into a Loan
Agreement and Note thereunder of even date ("Loan Agreement") to finance part of
Borrower's working capital and Letters of Credit. Accordingly, Borrower desires
and requests that Bank extend, advance or make available, and Bank desires to
extend a revolving line of credit in the face amount of $3,000,000.00.

            The principal indebtedness secured hereunder is the lesser of
$3,000,000.00 or so much as may be advanced by Bank pursuant to the terms of the
Loan Agreement. The loans and loan facilities are to be secured by, among other
things, this Security Agreement, the Loan Agreement and other Loan Documents.

            NOW, THEREFORE, for valuable consideration Grantor and Bank hereby
agree:

1.          SECURITY INTEREST.

            1.1 SECURITY INTEREST. Grantor hereby sells assigns, conveys,
pledges, hypothecates, transfers, and grants to Bank a security interest in all
of its present and future right, title, and interest in the Collateral for the
purposes of securing the prompt payment to Bank of any and all of the Secured
Obligations.

            1.2 CERTAIN DEFINITIONS. When used in this Security Agreement the
following terms shall have the respective meanings set forth following such
terms:

            "Collateral" shall mean:

                        (a) All of Grantor's accounts, equipment, furniture,
            fixtures, inventory , licenses, goods, chattels, contract rights,
            leases, trade names, instruments, chattel paper, documents, and
            general intangibles, including without limitation, all of the
            property owned and used by Grantor in connection with the operation
            of its facility in Dallas, Texas, whether now owned or existing or
            hereafter acquired or arising, and all proceeds and products thereof
            in any form derived therefrom. By way of illustration and not by way
            of limitation, the terms "accounts," "equipment," "inventory" and
            "general intangibles" shall be deemed to include within their
            meanings the following:
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            (1) "accounts" shall include, without limitation, the complete
            definition of such term under Article 9 of the Uniform Commercial
            Code ("UCC") and any and all rights of Grantor to payment for goods
            sold or leased or for services rendered, which rights are not
            evidenced by an instrument or chattel paper, whether due or to
            become due and whether or not the rights have been earned by
            performance;

            (2) "equipment" shall include, without limitation, the complete
            definition of such term under the UCC and any and all goods,
            including fixtures, of the Grantor, other than inventory, wherever
            located and whether now owned or hereafter acquired, including, but
            not limited to, machinery , computers, vehicles (including trucks,
            trailers and forklifts), furniture, furnishings and office machines,
            together with all attachments, accessories, replacements,
            substitutions, additions and improvements to any of the foregoing,
            whether now or hereafter acquired, but excluding any goods leased by
            Grantor from others;

            (3) "inventory" shall include, without limitation, the complete
            definition of such term under the UCC and any and all of Grantor's
            materials as well as goods, merchandise and other personal property
            of the Grantor held for sale or lease or to be furnished under
            contracts of service, wherever located or in transit, together with
            all attachments, accessories, replacements, substitutions, additions
            and improvements to any of the foregoing, whether now owned or
            hereafter acquired; and

            (4) "general intangibles" shall include, without limitation, the
            complete definition of such term under the UCC and all trade names
            of Grantor and general intangibles for money due or to become due.

            (b) All documents and documents of title, receipts and the like,
evidencing title to equipment or inventory;

            (c) All interests of Grantor in and to the call logos, trade names,
trademarks, trade secrets, other intellectual property, copyrights, computer
software, franchises and patents, and similar materials;

            (d) Any interests of Grantor in any personal property from which any
of the properties assets and rights described herein arise;

            (e) All rights and claims of Grantor in or under all policies of
insurance covering the property of Grantor described herein, including but not
limited to insurance for fire, damage, loss and casualty, whether covering
personal property, tangible rights together with the proceeds, or products,
renewals and replacements thereof, including prepaid and unearned premiums;

            (f) All books and records, including but not limited to credit
files, computer programs, printouts and other computer materials and records
pertaining to any of the property of Grantor described herein;

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            (g) All Fixed Assets;

            (h) Without in any way limiting the foregoing, whether derived from
voluntary or involuntary disposition, all proceeds and products of the property
of Grantor described herein, and all renewals, replacements, substitutions,
additions, accessions, rents, issues, royalties and profits of any of the
Grantor's property, whether now owned or existing or hereafter acquired or
arising;

            (i) All of Grantor's instruments or chattel papers (as defined in
the UCC), now owned or hereafter acquired, and the proceeds thereof (the
"Instruments");

            (j) All of Grantor's Chattel Paper (as defined in the UCC) now owned
or hereafter acquired and all proceeds and products thereof ("Chattel Paper");

            (k) All of Grantor's Documents (as defined in the UCC) now or
hereafter acquired including, without limitation, all substitutions,
replacements and/or proceeds thereto ("Documents");

            (l) All other general intangibles, rights, patents, franchises,
options or similar benefits, now owned by Grantor or hereafter acquired and the
proceeds thereof (the "General Intangibles");

            (m) All Payment Intangibles, Promissory Note, Electronic Chattel
Paper, Letter of Credit Rights, Deposit Accounts, Fixtures, Investment Property,
Securities Accounts, Commodity Accounts, Insurance and Security Entitlements now
owned or hereafter acquired and the Proceeds thereof; and

            (n) All Proceeds of the foregoing in any form and including, without
limitation, anything received on sale, exchange, transfer, collection or
disposition of any Collateral granted herein ("Proceeds").

            All of the foregoing are hereinafter collectively called the
"Collateral". Grantor may grant purchase money security interests in equipment
(with the express consent of Bank) which shall be collateral and such purchase
money liens will not constitute an event of default under the Loan Documents to
the extent that the debt incurred and the lien granted are consistent with the
Loan Documents.

            "Account Debtor(s)" shall have the complete definition of such term
under the Uniform Commercial Code.

            "Secured Obligations" shall refer to the Note executed in connection
with the Loan Agreement, including without limitation any and all amendments to
or extensions, renewals, modifications, substitutions and replacements of the
Note and including without limitation the Note in the face amount of
$3,000,000.00 in favor of Bank, the guaranties of the Note, and all other
indebtedness or obligations of the Borrower to Bank whether listed herein or
under the

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Loan Agreement, Loan Documents or this Agreement, including, without limitation,
listed in Paragraphs 1.3, 1.4 and/or 15, inclusive.

            1.3 NATURE OF INTEREST. The assignment of the Collateral herein is
for the purpose of securing the prompt payment of the Secured Obligations.
Notwithstanding any other provision hereof, Grantor shall remain liable to
observe and perform all the conditions and obligations to be observed and
performed by Grantor in accordance with and pursuant to the terms and provisions
of each of the Accounts. Bank shall have no obligation or liability under any of
the Accounts by reason of or arising out of this Security Agreement, or the
receipt by Bank of any payment relating to any of the Accounts. Bank shall not
be required or obligated in any manner to (i) perform any of the conditions and
obligations of Grantor under or pursuant to any of the Accounts, or (ii) make
any payment or any inquiry as to the nature or the sufficiency of any payment
received by Bank or the sufficiency of any performance by any party under any of
the Accounts, or (iii) present or file any claim or take any action to collect
or enforce any performance or payment of any amounts under any of the Accounts.
Bank shall use reasonable care in the custody and preservation of the Collateral
in Bank's possession. Bank shall not be obligated to preserve or protect any
rights with respect to the Collateral against prior parties. Bank may at any
time deliver the Collateral or any part thereof to Grantor, and the receipt of
Grantor shall be a complete and full discharge of Bank for the Collateral so
delivered, and Bank shall thereafter be discharged from any liability or
responsibility therefor .

            1.4 ADDITIONAL AGREEMENTS. This Security Agreement is in addition to
and without limitation of any right of Bank under any other Security Agreement
granted by Borrower to Bank.

            1.5 OTHER SECURED OBLIGATIONS. Borrower and Bank contemplate that
Borrower and Bank will, from time to time, engage in various transactions and
that from time to time other circumstances may arise, in which Borrower become
obligated to Bank. Grantor understands that some of those transactions and
circumstances may be of a type that is very different from the loan transaction
evidenced in part by the Note and the circumstances connected therewith. Grantor
desires and intend that Bank engage in all such transactions, and deal generally
with Borrower with the assurance that any and all indebtedness and obligations
now owed, and that may hereafter become owing, to Bank from Borrower, or any one
or more of them, will be secured by the liens arising hereunder. Therefore, the
conveyance made by this Security Agreement, in addition to being made to secure
payment of the Note, is also made to secure and enforce the payment of all other
indebtedness and obligations of Borrower, or any one or more of them, to Bank,
whether presently existing, or in any manner or means hereafter incurred by
Grantor, or any one or more of them, and evidenced in any manner whatsoever,
either by notes, advances, overdrafts, bookkeeping entries, guaranty agreements,
liens or security instruments, or any other method or means including any
renewal and extension of the Note, or of any part of any present or future
indebtedness, or other obligations, of Borrower, or any one or more of them, and
including any further loans and advancements made by Bank to Borrower, or any
one or more of them. The fact of repayment of all Note, Indebtedness and
Liabilities, and performance of all other obligations, of Borrower, to Bank,
shall not terminate the lien arising hereunder unless the same be released by
Bank at the request of Borrower; but otherwise it shall remain in full force and
effect to secure all future advances, indebtedness and other obligations,

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regardless of any additional security that may be taken as to any past or future
indebtedness or other obligations.

            1.6 FINANCIAL STATEMENT. Grantor irrevocably appoints Bank as its
lawful attorney and agent to execute financing statements on Grantor's behalf,
and on its behalf to file Financing Statements signed by Bank and Grantor, if
necessary, in any appropriate public office.

2. REPRESENTATIONS AND WARRANTIES. In order to induce Bank to enter into the
Loan Agreement, Grantor represents and warrants to Bank that:

            2.1 Grantor has good and marketable title to the Collateral free and
clear of any mortgages, liens, security interests, claims, or other
encumbrances, except for the security interest created by this Security
Agreement. The execution, delivery, and performance of this Security Agreement
will not result in the creation or imposition of any other mortgage, lien,
security interest, claim, or other encumbrance in all or any part of the
Collateral. No lien, claim, financing statement, security agreement, mortgage,
or other writing is on file in any public filing or recording office or title
registration office giving notice of or creating (or purporting to give notice
of or create) any mortgage, lien, security interest, claim, or other encumbrance
on all or any part of the Collateral, except financing statements and security
interests in favor of Bank. Bank has a valid and continuing first lien on, and
first perfected security interest in, the Collateral, prior to all other
mortgages, liens, security interests, claims or other encumbrances, and such
security interest will be enforceable as such against all other persons.

            2.2 The amount and aging of each scheduled account in any financial
statement, accounts aging, or other material supplied by Grantor to Bank are
correctly stated. Each of the accounts arose from the performance of services or
from an outright and lawful sale or lease of goods by Grantor, and all such
goods have or will be shipped or delivered to the account debtor, and Grantor
has possession of, or has delivered to Bank, all available shipping and/or
delivery receipts evidencing such shipments or delivery. Each of the accounts is
assignable. Unless otherwise disclosed to Bank in writing, no account is subject
to setoff, credit, allowance or adjustment by the account debtor or by any other
party to any agreement evidencing the account, except such discount as may be
allowed for prompt payment. No account debtor has complained as to its liability
on any account and had not returned any of the goods from the sale or lease from
which such accounts arose. Each of the accounts arose in the ordinary course of
Grantor's business, unless otherwise disclosed to Bank in writing, no notice of
the bankruptcy, insolvency, or failure of any account debtor to pay debts as
they become due as been received by Grantor.

            2.3 None of the Collateral is subject to any licensing, patent
royalty, trademark, trade name, or copyright agreement with any third party.

            2.4 All tangible Collateral is in good repair and condition, and no
tangible Collateral is a fixture except as specifically described in Schedule A
attached hereto. Any and all tangible Collateral, which is in the possession of
any third parties, is held pursuant to a contract and is clearly identified as
the property of the Grantor.

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3. COVENANTS. Grantor covenants and agrees to and with Bank at all times
throughout the term of this Agreement, such covenants and agreements in this
Agreement to be in addition to the covenants, duties, and obligations of Grantor
set forth in the Loan Agreement and other Loan Documents, that:

            3.1 COLLECTION OF ACCOUNTS. Bank is authorized at any time and from
time to time following the occurrence of an Event of Default (as hereinafter
defined) to take all actions necessary to collect all or any part of the
accounts in their own name or in the name of Grantor. Upon request of Bank,
Grantor shall execute and deliver to Bank (in addition to documents previously
delivered to Bank) an assignment, in a form satisfactory to Bank, of all
Grantor's' right, title, and interest in and to each of the accounts, and shall
obtain an acknowledgment of assignment from any and all account debtors in a
form satisfactory to Bank. Following the occurrence of an Event of Default, if
the accounts at any time include more than one account of the same account
debtor, Bank may apply the proceeds of any collection received from such account
debtor toward the liquidation of any such account as Bank may determine.
Following the occurrence of an Event of Default, Bank may settle or adjust all
disputes or claims directly with the account debtors with respect to any of the
accounts, and may compromise or extend the time of payment for any of the
accounts on such terms and conditions as Bank may determine without affecting
the liability of Grantor under this Security Agreement or any other document
evidencing or relating to the obligations. The costs of such collection and
enforcement, including attorneys' fees and out-of-pocket expenses and all other
expenses and liabilities resulting therefrom, shall be borne solely by Grantor
and shall be immediately due and payable to Bank by Grantor. Bank shall not be
liable for failure to collect or enforce any of the accounts or for any act or
omission on the part of Bank or their officers, agents, and employees, except
willful misconduct. Until Bank exercise its right, Grantor is authorized to, and
shall use, its best efforts to effect the prompt collection of the Accounts.
This authorization may be terminated at any time following the occurrence of an
Event of Default, and Bank may, at their election, notify any account debtor on
any of the accounts of the assignment thereof and effect collection of any of
the accounts directly from the account debtor obligated thereon.

            3.2 DISPOSITION OF ACCOUNT COLLECTIONS. Grantor shall deposit all
Proceeds (with all appropriate endorsements) received by Grantor into their
accounts at Bank promptly after receipt by Grantor. After the occurrence of an
Event of Default Bank may, in their sole discretion, apply the Proceeds to the
payment of any of the obligations or release such money to Grantor without
waiving the right of Bank to retain Proceeds which are subsequently delivered to
Bank. Bank shall have full power to collect, compromise, endorse, sell, or
otherwise deal with such Proceeds in Bank's own names or that of Grantor.

            3.3 FURTHER ASSURANCE OF COLLATERAL. Grantor shall promptly and duly
execute and deliver to Bank all lien entry forms, financing statements,
continuation statements, instruments, documents, acknowledgments, and evidences
(including, without limitation, correction instruments) and take such further
action deemed by Bank to be necessary or desirable to perfect, and continue the
perfection of, the security interest granted herein and otherwise to obtain the
full benefits granted to Bank hereunder, and shall pay the cost of filing any
such financing statement, instrument, document, or evidence and of taking such
action wherever and whenever deemed necessary or desirable by Bank. Upon request
of Bank, Grantor shall furnish appropriate

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searches to Bank, including a search as to federal tax liens necessary to
establish to the satisfaction of Bank of Grantor's good and marketable title to
the Collateral and Bank's first and prior lien position with respect to all of
the Collateral.

            3.4 EXPENSES. Grantor shall pay all fees, costs, and expenses of
Bank (including, without limitation, attorneys' fees and court costs) incurred
both before and after an Event of Default incident to the transactions
contemplated in this Security Agreement, including, without limitation, the
filing and perfection of Bank's interest in the Collateral; the enforcement of
Bank's rights, powers, and remedies in this Security Agreement; and all costs of
selling, advertising, and other foreclosure expenses. All such fees, costs, and
expenses shall be due promptly upon invoice therefor and shall bear interest
from the date incurred from day to day at a varying rate per annum equal to the
Note Rate, or the Default Rate, after an Event of Default (as defined in the
Note).

            3.5 ADDITIONAL RIGHTS. Grantor hereby irrevocably appoints Bank to
be Grantor's true and lawful attorney, with full power of substitution, in
Bank's name or Grantor's name or otherwise for Bank's sole use and benefit, but
at Grantor's cost and expense, to exercise at any time all or any of the
following powers with respect to all or any of the Collateral:

                        (i) to demand, sue for, collect, receive and give
            acquittance for any and all moneys due or to become due upon or by
            virtue thereof;

                        (ii) to receive, take, endorse, assign and deliver any
            and all checks, notes, drafts and other negotiable and
            non-negotiable instruments taken or received by Bank in connection
            therewith;

                        (iii) to settle, compromise, compound, prosecute or
            defend any action or proceeding with respect thereto;

                        (iv) to sell, transfer, assign or otherwise deal in or
            with the same or the proceeds or avails thereof and to apply for and
            obtain any required consents of any necessary parties or any
            governmental authority for any such sale or other disposition, as
            fully and effectually as if Bank were the absolute owner thereof;
            and

                        (v) to make any reasonable allowances and other
            reasonable adjustments with reference thereto.

            3.6 The exercise by Bank of, or failure to so exercise, any
authority granted hereinabove shall in no manner effect Grantor's liability to
Bank, and provided, further, that Bank shall be under no obligation or duty to
exercise any of the powers hereby conferred upon it and it shall be without
liability for any act or failure to act in connection with the collection of, or
the preservation of any rights under any of the Accounts or Contract Rights.

4. ADDITIONAL COVENANTS OF GRANTOR. In addition to Grantor's covenants,
representations and warranties contained herein or in the Loan Agreement,
Grantor covenants that:

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            4.1 Grantor's records of the Collateral will be located at Grantor's
principal place of business. Grantor shall not change the principal location of
the Collateral or records pertaining thereto except upon prior written notice to
Bank, and, if the proposed new location is in a state other than Oklahoma, upon
Bank's valid perfection of its security interest in such state. If Grantor is
not the owner of any premises where any Collateral is located, Grantor will
furnish such consents and waivers executed by the owners of such premises as
Bank shall reasonably request.

            4.2 Grantor will defend the Collateral against any claims and
demands of all other persons at any time claiming the same or an interest
therein which would conflict with any claim or interest of Bank. Grantor will
not encumber, sell, transfer, assign, abandon or otherwise dispose of the
Collateral except for: (i) collection, discharge, discount, compromise or
expiration of Accounts, Contract Rights or General Intangibles in the ordinary
course of Grantor's business, (ii) sale or transfer of Instruments or Inventory,
and cancellation of Insurance in the ordinary course of business, and (iii)
Permitted Liens.

            4.3 Grantor will have and maintain insurance covering the risks
similar to other businesses. As requested by Bank, Grantor shall deliver
certificates evidencing each policy of insurance with respect to the Inventory
(except liability insurance) to Bank and Bank is authorized by Grantor to act as
its attorney in collecting, adjusting, settling or canceling such insurance and
endorsing any drafts drawn by insurers.

            4.4 Grantor will use the Collateral for business purposes and not in
violation of any statute or ordinance.

            4.5 Upon reasonable advance notice to Grantor, Bank may examine and
inspect the Collateral at any reasonable time and at any reasonable place,
wherever located.

            4.6 Grantor will pay promptly when due all taxes and assessments
upon the Collateral or upon its use or sale. At its option Bank may discharge
taxes, liens or other encumbrances at any time levied against or placed on the
Collateral which have not been stayed as to execution and contested with due
diligence in appropriate legal proceedings, and Bank, upon failure of Grantor to
maintain insurance, may pay for insurance on the Collateral and may pay for
insurance on the Collateral and may pay for maintenance and preservation of the
Collateral but is under no duty or obligation to do so. Grantor shall reimburse
Bank on demand for any such expense incurred by Bank pursuant to the foregoing
authorization with interest on such sum at the rate of interest provided in the
Note or any extension or renewal Note.

            4.7 Grantor will at all times keep accurate and complete records of
Grantor's Accounts and Contract Rights, and will deliver such reconciliation
reports and other financial information to Bank as Bank may at any time
reasonably request. Upon reasonable advance notice, Bank, or any of its agents
shall have the right to call at Grantor's place or places of business during
normal business hours and without disrupting Grantor's operations, at intervals
to be determined by Bank, to inspect, audit, make test verifications and
otherwise check and make extracts from the books, records, journals, orders,
receipts, correspondence and other data

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relating to Grantor's Accounts, Contract Rights, Instruments, Insurance, General
Intangibles or to any other transactions between the parties hereto.

            4.8 Upon Bank's written demand after the occurrence of an Event of
Default under the Loan Documents, Grantor agrees to stamp all books and records
pertaining to Accounts, Contract Rights and General Intangibles to evidence
Bank's security interest therein in a form satisfactory to Bank.

            4.9 Grantor will from time to time upon demand furnish to Bank such
further information and will execute and deliver to Bank such financing
statements and assignments and other papers and will do all such acts and things
as may be necessary or appropriate to establish, perfect and maintain a valid
security interest in the Collateral as security.

            4.10 Grantor will use their best efforts to obtain the consent of
any person, governmental instrumentality or agency, or public body or official
to the assignment hereunder of any Account, Contract Right or General Intangible
if such consent may be required by the terms of any contract or statute and if
Bank so requests.

5. EQUIPMENT.

            5.1 On Bank's request, Grantor shall identify from time to time the
locations of the Equipment and identify in writing the locations at which any
Equipment is used or stored. No Equipment will be removed from the locations
except for use in the ordinary course of business. No Equipment will be stored
at locations other than the location identified in writing by Grantor. Bank may
during Grantor's business hours inspect and examine the Equipment and verify the
quality, quantity, value and condition thereof. Debtor shall from time to time,
but not less than monthly, deliver to Bank any such information required by the
Bank regarding the Equipment and the value thereof.

            5.2 Grantor shall conduct a physical review and description of
Equipment at such intervals as Bank may reasonably request and shall upon the
request of Bank promptly supply Bank with a copy of the report. Except after the
existence of an Event of Default, which has been declared, Grantor may use the
Equipment in the ordinary course of its business. Grantor shall provide Bank
with notice of the receipt of any Equipment subject to a purchase money security
interest or lease and provide Bank with a copy of any lease or security
agreements, provided Bank shall not be deemed to have consented to such
relationships.

            5.3 Equipment will not be moved from the locations at which it is
stored except in the ordinary course of Grantor's business. The Equipment may be
moved from one location to another without notice to Bank. Equipment may not be
moved from its present location to anew location until all steps necessary to
perfect Bank's security interest in the Equipment at such new location are
completed.

            5.4 Grantor shall keep and maintain the Equipment in good and
operating condition and repair and make all necessary repairs thereto so that
the value and operating efficiency will be maintained and preserved. Grantor
will provide Bank with immediate notice of any material

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loss or damage to any Equipment. Grantor shall not permit any item of Equipment
to become a fixture or an accession to other property not pledged to Bank
without the prior written consent of Bank unless Bank has perfected a security
interest in such item as a fixture or accession. With respect to rolling stock,
Grantor (to the extent applicable) shall immediately deliver to Bank, properly
endorsed, a lien entry form or other certificate of title or application
sufficient to perfect Bank's lien in rolling stock and shall take all actions
necessary to have Bank's lien properly recorded on each certificate of title as
well as take all steps necessary to perfect the lien on such assets.

            5.5 Grantor may from time to time substitute Equipment provided that
(i) the substitute Equipment is not subject to any lien and has a fair market
value at least equal to the fair market value of the Equipment for which it is
substituted; (ii) the marketability and operating integrity of the Equipment
after such substitution is not impaired; (iii) an event of default has not
occurred (whether declared or undeclared); and (iv) any such substitute
Equipment shall become part of the Collateral and the Equipment shall become the
property of the Grantor free and clear of any security interest other than that
of Bank's. Otherwise, Grantor shall not sell, exchange, lease, transfer or
otherwise dispose of any Equipment except for sales, which Bank has approved. At
all times pertinent, Grantor shall promptly notify Bank in writing of its
acquisition of any after acquired Equipment and provided a description of
Equipment and its present location.

6. INVENTORY.

            6.1 Borrower's Inventory shall be located at Borrower's principal
place of business except for (i) Inventory in transit; and (ii) Inventory at
locations of which the Bank has been notified in writing. No Inventory will be
removed from the locations except for the purpose of sale in the ordinary course
of business. No Inventory will be stored at locations other than identified
herein except with the prior written consent of Bank. Bank may during Borrower's
business hours inspect and examine the Inventory and verify the quality,
quantity, value and condition thereof. Borrower shall from time to time, but not
less than monthly, deliver to Bank any such information required by the Bank
regarding the Inventory and the value thereof.

            6.2 Borrower shall conduct a physical count of inventory at such
intervals as Bank may reasonably request, and shall upon the request of Bank
promptly supply Bank with a copy of the report accompanied by a statement of the
value of the Inventory as required. Except after the existence of an Event of
Default which has been declared, Borrower may sell Inventory in the ordinary
course of its business which does not include a transfer in full or partial
satisfaction of indebtedness or a transfer for less than fair equivalent value.
Borrower shall provide Bank with notice of the receipt of any consigned
Inventory or Inventory subject to a purchase money security interest and provide
Bank with a copy of any consignment or security agreements, provided Bank shall
not be deemed to have consented to such relationships.

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7. EVENTS OF DEFAULT.

            7.1 Grantor shall be in default under this Agreement (an "Event of
Default") upon the occurrence of any Event of Default specified in the Loan
Agreement, Loan Documents or the Note or as follows:

                        (i) The failure to pay any interest or principal due by
            Borrower to Bank;

                        (ii) There shall occur an event of default under the
            Note or any other Loan Documents between the Borrower and the Bank;

                        (iii) Any representation and warranty of the Borrower to
            the Bank in connection with this transaction shall prove to have
            been false in any material respect on the date when made or deemed
            to have been made;

                        (iv) Borrower's failure to pay at maturity or, with any
            period of grace, any material indebtedness to any other lender or
            failure to observe any material term, provision or covenant with any
            other lender;

                        (v) The Borrower shall apply for or consent to the
            appointment of receiver, custodian, trustee, liquidator or any
            similar official; generally not pay its debts as they become due;
            make an assignment for the benefit of creditors, commence a
            voluntary case under the Bankruptcy Code or similar Code hereafter
            in effect; take any action or commence any action or proceeding
            relating to bankruptcy, insolvency, reorganization, winding-up,
            composition or adjustment of debts; fail to contest in a timely
            manner a Petition for a involuntary case against the Borrower, or
            take any corporate action for the purposes of winding-up or
            dissolving the corporation;

                        (vi) A judgment, not covered by insurance, shall be
            entered against the Borrower or any Guarantor for sums in excess of
            $100,000.00, which judgment shall not have been stayed for 30 days;

                        (vii) Borrower shall cease to operate or actively engage
            in business or an order be entered against the Borrower by any
            regulatory agency having jurisdiction over the Borrower closing the
            Borrower or seizing the assets of the Borrower or providing for
            reorganization, liquidation or dissolution of the Borrower;

                        (viii) Failure of any security interest or pledge of its
            assets to constitute a valid first and prior security interest lien
            on the Collateral except as otherwise provided; or

                        (ix) The breach or default under any covenant,
            agreement, term, condition, provision, representation or warranty
            contained in this Agreement or

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<PAGE>

            any other loan documents which is not cured within 30 days after
            notice by Borrower to the Bank of the occurrence thereof.

            7.2 Upon the occurrence of an Event of Default: Bank shall have all
of the rights, powers and remedies set forth in the Loan Documents, the Note,
this Security Agreement, and any instrument or other evidence of any of the
Grantor's other Liabilities secured hereby, together with the rights and
remedies of a secured party under the Uniform Commercial Code including without
limitation, the right to sell, lease or otherwise dispose of any or all of the
Collateral, and to take possession of the Collateral, and for that purpose Bank
may enter peaceably any premises on which the Collateral or any part thereof may
be situated and remove the same therefrom and Grantor will not resist or
interfere with such action. Bank may require Grantor to assemble the Collateral
and make it available to Bank at a place to be designated by Bank which is
reasonably convenient to both parties. Grantor hereby agrees that its above-
mentioned address and the place or places of location of the Collateral are
places reasonably convenient to it to assemble the Collateral. Unless the
Collateral is perishable or threatens to decline speedily in value or is of a
type customarily sold on a recognized market, Bank will send Grantor reasonable
notice of the time and place of any public sale or reasonable notice of the time
after which any private sale or any other disposition thereof is to be made. The
requirement of sending reasonable notice shall be met if such notice is mailed,
postage prepaid, to Grantor at least ten (10) days before the time of the sale
or disposition. Bank may at any time in its discretion transfer any property
constituting Collateral into its own name or that of the nominee and receive the
income thereon and hold the same as security for the liabilities.

            Insofar as Collateral shall consist of Accounts, Documents, Chattel
Paper, Contract Rights, Instruments, General Intangibles or the like, Bank may
demand, collect, receipt for, settle, compromise, adjust, sue for, foreclose or
realize upon Collateral as Bank may determine whether or not Liabilities or
Collateral are then due and for the purpose of realizing Bank's rights therein,
Bank may receive, open and dispose of mail addressed to Grantor, may take
possession of all Grantor's books and records pertaining to Accounts or other
Collateral, and may endorse notes, checks, drafts, money orders, documents of
title or other evidences of payment, shipment or storage of any form of
Collateral on behalf of and in the name of Grantor. After deducting all expenses
incurred by Bank in protecting or enforcing its rights in the Collateral, the
residue of any proceeds of collection or sale of the Collateral shall be applied
to the payment of principal or interest of Grantor's Liabilities in such order
as Bank may determine, and any excess shall be returned to Grantor, and Grantor
shall remain liable for any deficiency. Bank may exercise its rights with
respect to Collateral without resorting to or regard to other collateral or
sources of reimbursement for Liability.

            7.3 Grantor recognizes that the Collateral may not be readily
marketable and may not be marketable at all if an Event of Default has occurred.
In order, therefore, to enable Bank to use such means as it may determine
necessary or advisable to realize upon the Collateral from time to time, Grantor
consents that Bank may use commercially reasonable means it may reasonably
consider necessary or advisable to sell any or all of the Collateral at any time
or times after default thereunder which shall be continuing, including but not
restricted to the giving of an option to purchase any or all of the Collateral
to any party and the extending of credit to any purchaser of such Collateral.
Bank may sell any or all of the Collateral or commit itself to sale

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<PAGE>

without limiting the amount sold to the amount of indebtedness secured thereby,
plus costs of collection. Because it would be unlikely that any party would
become interested in purchasing the Collateral as a result of the giving of any
notice of public sale, Grantor agrees that any such sale or sales may be private
and without competitive bidding.

            7.4 In addition, after the occurrence of one or more Events of
Default, regardless of whether such Event(s) of Default were caused by Borrower
or by causes beyond the control of Grantor, Bank, in their absolute discretion,
also may selectively and successively pursue any or all of the following:

                        (a) PERFORMANCE. Bank may perform any covenant,
            obligation or duty which gave rise or will give rise to the Event of
            Default, and such performance shall not prevent Bank from exercising
            any or all of their rights hereunder on account of such Event of
            Default or otherwise relieve Borrower of any Event of Default.
            Nothing contained in this Section shall obligate Bank to perform any
            covenants, obligation, or duty of Grantor, and any such performance
            shall be entirely at the option of Bank.

                        (b) POSSESSION OF PERSONAL PROPERTY. Bank may take
            possession of, assemble, and collect the Collateral, and require
            Grantor to assemble the Collateral and make it available at any
            place Bank may designate so as to allow Bank to take possession of
            the Collateral.

                        (c) DEPOSIT ACCOUNTS. Bank may apply in satisfaction of
            the Secured Obligations any deposits or other sums credited by or
            due from Bank to Grantor.

                        (d) OTHER SECURITY. Bank may resort to any security
            given by this Security Agreement, the Loan Agreement, or in any of
            the other Loan Documents, or to any other security or agreement now
            existing or hereafter given, to secure the payment of the
            obligations in whole or in part and in such portions and in such
            order as may seem best to Bank in Bank's sole and uncontrolled
            discretion.

                        (e) OTHER REMEDIES. Bank may exercise any other legal or
            equitable rights, powers, or remedies Bank may have under this
            Security Agreement, the Loan Agreement or the Loan Documents or that
            Bank may have at law or in equity, all specific remedies mentioned
            herein and therein being cumulative of, and in addition to, all such
            legal and equitable rights, powers, and remedies.

            7.5 WAIVER. Grantor waives any and all rights to require Bank to
proceed against Borrower or any other person whomsoever, to proceed or exhaust
any collateral or other security held by Bank, or to pursue any other remedy
available to Bank.

            7.6 NOTICE OF SALE. Written notice mailed to Grantor, as provided
herein, ten (10) days prior to the date of public sale of the Collateral or
prior to the date, after which private sale of the Collateral will be made,
shall constitute reasonable notice.

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<PAGE>

            7.7 MULTIPLE SALES. Several sales of the Collateral may be made
without exhausting Bank's right to such remedy for any unsatisfied part of the
Secured Obligations and without exhausting the power to exercise such remedy for
any other part of the Secured Obligations, whether matured at the time or
subsequently maturing. If a part of the Collateral is sold, and the proceeds
thereof do not fully pay and satisfy the Secured Obligations, such sale, if so
made, shall not in any manner affect the unpaid and unsatisfied part of the
Secured Obligations, but as to such unpaid and unsatisfied part, the Secured
Obligations shall remain in full force and effect.

            7.8 RIGHT TO PURCHASE. In the case of any and all sales of any or
all of the Collateral, Bank shall have the right to purchase the Collateral
being sold, and in such cases the right to credit, upon the amount of the bid
made therefor (to the extent necessary to satisfy such bid), in the amount of
the Secured Obligations then due.

8. MISCELLANEOUS.

            8.1 No delay or omission by Bank in exercising any of its rights
hereunder shall be deemed to constitute a waiver thereof. All rights and
remedies of Bank hereunder shall be cumulative and may be exercised singularly
or concurrently.

            8.2 This Agreement shall be governed by and construed under the laws
of the State of Oklahoma. None of the items or provisions of this Agreement may
be waived, altered, modified, or amended except by an agreement in writing
signed by Bank and Grantor.

9. MISCELLANEOUS PROVISIONS.

            9.1 GOVERNING LAW. This Security Agreement and the rights and
obligations of the parties under this Security Agreement shall be governed by,
and construed, interpreted, and enforced in accordance with the law of the State
of Oklahoma.

            9.2 TITLES; CAPTIONS. The titles, captions, and headings in this
Security Agreement are for convenience only, are not a part of this Security
Agreement, and shall have no affect upon the construction or interpretation of
all or any part of this Security Agreement.

            9.3 SEVERABILITY. In the event any one or more of the provisions
contained in this Security Agreement is determined to be invalid, illegal, or
unenforceable in any respect, the validity, legality, or enforceability of the
remaining provisions in this Security Agreement shall not in any way be affected
or impaired thereby.

            9.4 ENTIRE AGREEMENT. This Security Agreement embodies the entire
agreement between Grantor and Bank with respect to the security interest
continued herein, and there are no oral agreements or other written agreements
existing between Grantor and Bank with respect to the security interest created
herein which are not expressly set forth in this Security Agreement or in the
other Loan Documents (as defined in the Loan Agreement).

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<PAGE>

            9.5 TERM. This Security Agreement shall continue in full force and
effect, and Grantor shall be bound by and obligated to perform each and every
covenant contained in this Security Agreement until all obligations shall be
paid in full and Bank shall have no further or additional obligation to advance
funds under the Loan Agreement.

            9.6 AMENDMENTS. No amendment to this Security Agreement shall be
effective unless such amendment is in a writing executed by Grantor and Bank.

            9. 7 WAIVER. No course of dealing and no failure to exercise or
delay in exercising, on the part of Grantor or Bank, any right, remedy, power,
or privilege under this Security Agreement shall operate as a waiver thereof.
Any single or partial exercise or attempted exercise of any right, remedy,
power, or privilege under this Security Agreement shall not preclude any other
or further exercise thereof or the independent, concurrent, or subsequent
exercise of any other right, remedy, power, or privilege. All waivers of any
provision of this Security Agreement by Grantor or Bank shall be in writing duly
executed by Grantor or Bank, respectively.

            9.8 RELEASE. No transfer, renewal, extension, or assignment of this
Security Agreement or any interest therein, no release of any Guarantors, and no
loss, damage, or destruction of the Collateral shall release Grantor from their
obligations under this Security Agreement.

            9.9 NOTICES. All notices, requests, and demands under this Security
Agreement, to be effective, shall be in writing and, unless otherwise expressly
provided in this Security Agreement, shall be deemed to have been duly given or
made when actually delivered to the intended addressee, when deposited in the
mail, first class postage prepaid, addressed as follows, or to such address or
other address as any party to this Security Agreement may hereafter designate
for such purpose in a written notice to the other party[ies] as set out in the
Loan Agreement.

            9.10 SUCCESSORS AND ASSIGNS. This Security Agreement shall be
binding upon, and shall inure to, the benefit of Grantor, Bank, and their
respective successors and assigns.

            9.11 JURISDICTION. Without excluding any other jurisdiction, Grantor
and Bank consent to, and waive any objection to, the jurisdiction and venue of
the District Court of Tulsa County, State of Oklahoma, or the United States
District Court for the Northern District of Oklahoma, in any proceeding brought
in connection with this Security Agreement.

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<PAGE>

            IN WITNESS WHEREOF, Borrower and Bank have caused this Security
Agreement to be duly executed and delivered, individually or by their proper and
duly authorized officers, as of the day and year first above written.

                                    GRANTOR:

                                    PLASTIC PALLET PRODUCTION, INC., A
                                    TEXAS CORPORATION

                                    /s/ Paul A. Kruger
                                    --------------------------------------------


                                    BANK:

                                    THE F&M BANK & TRUST COMPANY

                                    /s/ Louis Medina
                                    --------------------------------------------
                                    Louis Medina, Senior Vice President















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