<PAGE>
                                                                   EXHIBIT 10.18

                                     UNION
                                    PLANTERS
                                      BANK

                                 PROMISSORY NOTE



<TABLE>
-------------------------------------------------------------------------------------------------------
<S>           <C>          <C>          <C>           <C>   <C>           <C>       <C>        <C>
 PRINCIPAL    LOAN DATE     MATURITY     LOAN NO      CALL  COLLATERAL    ACCOUNT   OFFICER    INITIALS
$280,000.00   01-05-2001   01-05-2006   1552961301     1B       75                     317
-------------------------------------------------------------------------------------------------------
            References in the shaded area are for Lender's use only and do not limit the
                 applicability of this document to any particular loan or item.
-------------------------------------------------------------------------------------------------------
</TABLE>


Borrower:  AQUAPRO CORPORATION           Lender:  UNION PLANTERS BANK, NATIONAL
           1100 HWY 3                               ASSOCIATION
           SUNFLOWER, MS 38778                    GREENWOOD MAIN BRANCH
                                                  211 FRONT STREET
                                                  P O BOX 1537
                                                  GREENWOOD, MS 38930

Principal Amount: $280,000.00                              Initial Rate: 14.000%
                         Date of Note: January 5, 2001

PROMISE TO PAY. AQUAPRO CORPORATION ("BORROWER") PROMISES TO PAY TO UNION
PLANTERS BANK, NATIONAL ASSOCIATION ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE
UNITED STATES OF AMERICA, THE PRINCIPAL AMOUNT OF TWO HUNDRED EIGHTY THOUSAND &
00/100 DOLLARS ($280,000.00), TOGETHER WITH INTEREST ON THE UNPAID PRINCIPAL
BALANCE FROM JANUARY 5, 2001, UNTIL PAID IN FULL.

PAYMENT. SUBJECT TO ANY PAYMENT CHANGES RESULTING FROM CHANGES IN THE INDEX,
BORROWER WILL PAY THIS LOAN IN 60 PAYMENTS OF $6,542.11 EACH PAYMENT. BORROWER'S
FIRST PAYMENT IS DUE FEBRUARY 5, 2001, AND ALL SUBSEQUENT PAYMENTS ARE DUE ON
THE SAME DAY OF EACH MONTH AFTER THAT. BORROWER'S FINAL PAYMENT WILL BE DUE ON
JANUARY 5, 2006, AND WILL BE FOR ALL PRINCIPAL AND ALL ACCRUED INTEREST NOT YET
PAID. PAYMENTS INCLUDE PRINCIPAL AND INTEREST. The annual interest rate for this
Note is computed on a 365/360 basis; that is, by applying the ratio of the
annual interest rate over a year of 360 days, multiplied by the outstanding
principal balance, multiplied by the actual number of days the principal balance
is outstanding. Borrower will pay Lender at Lender's address shown above or at
such other place as Lender may designate in writing. Unless otherwise agreed or
required by applicable law, payments will be applied first to accrued unpaid
interest, then to principal, and any remaining amount to any unpaid collection
costs and late charges.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an index which is Lender's Prime Rate (the
"Index"). This is the rate Lender charges, or would charge, on 90-day unsecured
loans to the most creditworthy corporate customers. This rate may or may not be
the lowest rate available from Lender at any given time. Lender will tell
Borrower the current Index rate upon Borrower's request. Borrower understands
that Lender may make loans based on other rates as well. The interest rate
change will not occur more often than each DAY. THE INDEX CURRENTLY IS 9.000%
PER ANNUM. THE INTEREST RATE TO BE APPLIED TO THE UNPAID PRINCIPAL BALANCE OF
THIS NOTE WILL BE AT A RATE OF 5.000 PERCENTAGE POINTS OVER THE INDEX, RESULTING
IN AN INITIAL RATE OF 14.000% PER ANNUM. NOTICE: Under no circumstances will the
interest rate on this Note be more than the maximum rate allowed by applicable
law. Whenever increases occur in the interest rate, Lender, at its option, may
do one or more of the following: (a) increase Borrower's payments to ensure
Borrower's loan will pay off by its original final maturity date, (b) increase
Borrower's payments to cover accruing interest, (c) increase the number of
Borrower's payments, and (d) continue Borrower's payments at the same amount
and increase Borrower's final payment.

PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of
this Note, Borrower understands that Lender is entitled to a MINIMUM INTEREST
CHARGE OF $15.00. Other than Borrower's obligation to pay any minimum interest
charge, Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower's obligation to continue to make payments
under the payment schedule. Rather, they will reduce the principal balance due
and may result in Borrower making fewer payments.

LATE CHARGE. If a payment is 15 DAYS OR MORE LATE, Borrower will be charged
4.000% OF THE REGULARLY SCHEDULED PAYMENT OR $5.00, WHICHEVER IS GREATER.

DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement related to this Note, or in any other agreement or loan Borrower
has with Lender. (c) Any representation or statement made or furnished to Lender
by Borrower or on Borrower's behalf is false or misleading in any material
respect either now or at the time made or furnished. (d) Borrower becomes
insolvent, a receiver is appointed for any part of Borrower's property, Borrower
makes an assignment for the benefit of creditors, or any proceeding is commenced
either by Borrower or against Borrower under any bankruptcy or insolvency laws.
(e) Any creditor tries to take any of Borrower's property on or in which Lender
has a lien or security interest. This includes a garnishment of any of
Borrower's accounts with Lender. (f) Any guarantor dies or any of the other
events described in this default section occurs with respect to any guarantor of
this Note. (g) A material adverse change occurs in Borrower's financial
condition, or Lender believes the prospect of payment or performance of the
Indebtedness is impaired. (h) Lender in good faith deems itself insecure.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, without
notice, and then Borrower will pay that amount. Lender may hire or pay someone
else to help collect this Note if Borrower does not pay. Borrower also will pay
Lender that amount. This includes, subject to any limits under applicable law,
Lender's attorneys' fees and Lender's legal expenses whether or not there is a
lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction),
appeals, and any anticipated post-judgment collection services. If not
prohibited by applicable law, Borrower also will pay any court costs, in
addition to all other sums provided by law. THIS NOTE HAS BEEN DELIVERED TO
LENDER AND ACCEPTED BY LENDER IN THE STATE OF MISSISSIPPI. IF THERE IS A
LAWSUIT, BORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF
THE COURTS OF LEFLORE COUNTY, THE STATE OF MISSISSIPPI. SUBJECT TO THE
PROVISIONS ON ARBITRATION, THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF MISSISSIPPI.

RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest in,
and hereby assigns, conveys, delivers, pledges, and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's accounts with Lender
(whether checking, savings, or some other account), including without limitation
all accounts held jointly with someone else and all accounts Borrower may open
in the future, excluding however all IRA and Keogh accounts, and all trust
accounts for which the grant of a security interest would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on this Note against any and all such accounts.

COLLATERAL. This Note is secured by Modification dated 01/05/01 of Deed of Trust
dated 03/28/95 Recorded in Book H-137, Page 616, Recorded on 03/28/95 in First
Judicial District of Bolivar County, MS and All equipment now located on the
Circle Creek V Farm near Gunnison in Sections 14, 15, 21, 22 and 23, Township 24
North, Range 7, First Judicial Distriction of Bolivar County, Mississippi, which
equipment is described upon the list attached hereto as Exhibit "A", together
with additions and replacements thereto and replacements thereof only insofar as
such additions and replacements are to be used at the aforesaid location.

ARBITRATION. LENDER AND BORROWER AGREE THAT ALL DISPUTES, CLAIMS AND
CONTROVERSIES BETWEEN THEM, WHETHER INDIVIDUAL, JOINT, OR CLASS IN NATURE,
ARISING FROM THIS NOTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION CONTRACT AND
TORT DISPUTES, SHALL BE ARBITRATED PURSUANT TO THE RULES OF THE AMERICAN
ARBITRATION ASSOCIATION, UPON REQUEST OF EITHER PARTY. No act to take or dispose
of any collateral securing this Note shall constitute a waiver of this
arbitration agreement or be prohibited by this arbitration agreement. This
includes, without limitation, obtaining injunctive relief or a temporary
restraining order; invoking a power of sale under any deed of trust or mortgage;
obtaining a writ of attachment or imposition of a receiver; or exercising any
rights relating to personal property, including taking or disposing of such
property with or without judicial process pursuant to Article 9 of the Uniform
Commercial Code. Any disputes, claims, or controversies concerning the
lawfulness or reasonableness of any act, or exercise of any right, concerning
any collateral securing this Note, including any claim to rescind, reform, or
otherwise modify any agreement relating to the collateral securing this Note,
shall also be arbitrated, provided however that no arbitrator shall have the
right or the power to enjoin or restrain any act of any party. Judgment upon any
award rendered by any arbitrator may be entered in any court having
jurisdiction. Nothing in this Note shall preclude any party from seeking
equitable relief from a court of competent jurisdiction. The statute of
limitations, estoppel, waiver, laches, and similar doctrines which would
otherwise be applicable in an action brought by a party shall be applicable in
any arbitration proceeding, and the commencement of an arbitration proceeding
shall be deemed the commencement of an action for these purposes. The Federal
Arbitration Act shall apply to the construction, interpretation, and enforcement
of this arbitration provision.

<PAGE>

01-05-2001                       PROMISSORY NOTE                          Page 2
Loan No 1552961301                 (Continued)

================================================================================

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, protest and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise expressly stated in writing, no
party who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan, or
release any party or guarantor or collateral; or impair, fail to realize upon or
perfect Lender's security interest in the collateral; and take any other action
deemed necessary by Lender without the consent of or notice to anyone. All such
parties also agree that Lender may modify this loan without the consent of or
notice to anyone other than the party with whom the modification is made.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.


BORROWER:

AQUAPRO CORPORATION

BY: /s/ GEORGE S. HASTINGS JR
    ------------------------------------------
    GEORGE S. HASTINGS JR, PRESIDENT


LENDER:

UNION PLANTERS BANK, NATIONAL ASSOCIATION

BY:
    ------------------------------------------
    AUTHORIZED OFFICER

================================================================================
Variable Rate. Installment.         LASER PRO, Reg. U.S. Pat. & T.M. Off., Ver.
                                    3.28c (c) 2001 CFI ProServices, Inc. All
                                    rights reserved. [MS-D20E3.2861301.LNC4.OVL]



<PAGE>
                                 [LOGO] UNION
                                    PLANTERS
                                      BANK

                         AGRICULTURAL SECURITY AGREEMENT

<TABLE>
-------------------------------------------------------------------------------------------------------
<S>           <C>          <C>          <C>           <C>   <C>           <C>       <C>        <C>
 PRINCIPAL    LOAN DATE     MATURITY     LOAN NO      CALL  COLLATERAL    ACCOUNT   OFFICER    INITIALS
$280,000.00   01-05-2001   01-05-2006   1552961301     1B       75                     317
-------------------------------------------------------------------------------------------------------
            References in the shaded area are for Lender's use only and do not limit the
                 applicability of this document to any particular loan or item.
-------------------------------------------------------------------------------------------------------
</TABLE>

Borrower:  AQUAPRO CORPORATION           Lender:  UNION PLANTERS BANK, NATIONAL
           1100 HWY 3                               ASSOCIATION
           SUNFLOWER, MS 38778                    GREENWOOD MAIN BRANCH
                                                  211 FRONT STREET
                                                  P O BOX 1537
                                                  GREENWOOD, MS 38930

THIS AGRICULTURAL SECURITY AGREEMENT IS ENTERED INTO BETWEEN AQUAPRO CORPORATION
(REFERRED TO BELOW AS "GRANTOR"); AND UNION PLANTERS BANK, NATIONAL ASSOCIATION
(REFERRED TO BELOW AS "LENDER"). FOR VALUABLE CONSIDERATION, GRANTOR GRANTS TO
LENDER A SECURITY INTEREST IN THE COLLATERAL TO SECURE THE INDEBTEDNESS AND
AGREES THAT LENDER SHALL HAVE THE RIGHTS STATED IN THIS AGREEMENT WITH RESPECT
TO THE COLLATERAL, IN ADDITION TO ALL OTHER RIGHTS WHICH LENDER MAY HAVE BY LAW.

DEFINITIONS. The following words shall have the following meanings when used in
this Agreement. Terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. All references
to dollar amounts shall mean amounts in lawful money of the United States of
America.

         AGREEMENT. The word "Agreement" means this Agricultural Security
         Agreement, as this Agricultural Security Agreement may be amended or
         modified from time to time, together with all exhibits and schedules
         attached to this Agricultural Security Agreement from time to time.

         COLLATERAL. The word "Collateral" means the following described
         property of Grantor, whether now owned or hereafter acquired, whether
         now existing or hereafter arising, and wherever located:

                  ALL FARM EQUIPMENT, TOGETHER WITH THE FOLLOWING SPECIFICALLY
                  DESCRIBED PROPERTY: ALL EQUIPMENT NOW LOCATED ON THE CIRCLE
                  CREEK V FARM NEAR GUNNISON IN SECTIONS 14, 15, 21, 22 AND 23,
                  TOWNSHIP 24 NORTH, RANGE 7, FIRST JUDICIAL DISTRICT OF BOLIVAR
                  COUNTY, MISSISSIPPI, WHICH EQUIPMENT IS DESCRIBED UPON THE
                  LIST ATTACHED HERETO AS EXHIBIT "A", TOGETHER WITH ADDITIONS
                  AND REPLACEMENTS THERETO AND REPLACEMENTS THEREOF ONLY INSOFAR
                  AS SUCH ADDITIONS AND REPLACEMENTS ARE TO BE USED AT THE
                  AFORESAID LOCATION.

         In addition, the word "Collateral" includes all the following, whether
         now owned or hereafter acquired, whether now existing or hereafter
         arising, and wherever located:

                  (a) All attachments, accessions, accessories, tools, parts,
                  supplies, increases, and additions to and all replacements of
                  and substitutions for any property described above.

                  (b) All products and produce of any of the property described
                  in this Collateral section.

                  (c) All accounts, general intangibles, instruments, rents,
                  monies, payments, and all other rights, arising out of a sale,
                  lease, or other disposition of any of the property described
                  in this Collateral section.

                  (d) All proceeds (including insurance proceeds) from the sale,
                  destruction, loss, or other disposition of any of the property
                  described in this Collateral section.

                  (e) All records and data relating to any of the property
                  described in this Collateral section, whether in the form of a
                  writing, photograph, microfilm, microfiche, or electronic
                  media, together with all of Grantor's right, title, and
                  interest in and to all computer software required to utilize,
                  create, maintain, and process any such records or data on
                  electronic media.

         EVENT OF DEFAULT. The words "Event of Default" mean and include without
         limitation any of the Events of Default set forth below in the section
         titled "Events of Default."

         GRANTOR. The word "Grantor" means AQUAPRO CORPORATION, its successors
         and assigns.

         GUARANTOR. The word "Guarantor" means and includes without limitation
         each and all of the guarantors, sureties, and accommodation parties in
         connection with the Indebtedness.

         INDEBTEDNESS. The word "Indebtedness" means the indebtedness evidenced
         by the Note, including all principal and interest, together with all
         other indebtedness and costs and expenses for which Grantor is
         responsible under this Agreement or under any of the Related Documents.
         In addition, the word "Indebtedness" includes all other obligations,
         debts and liabilities, plus interest thereon, of Grantor, or any one or
         more of them, to Lender, as well as all claims by Lender against
         Grantor, or any one or more of them, whether existing now or later;
         whether they are voluntary or involuntary, due or not due, direct or
         indirect, absolute or contingent, liquidated or unliquidated; whether
         Grantor may be liable individually or jointly with others; whether
         Grantor may be obligated as guarantor, surety, accommodation party or
         otherwise; whether recovery upon such indebtedness may be or hereafter
         may become barred by any statute of limitations; and whether such
         indebtedness may be or hereafter may become otherwise unenforceable.

         LENDER. The word "Lender" means UNION PLANTERS BANK, NATIONAL
         ASSOCIATION, its successors and assigns.

         NOTE. The word "Note" means the note or credit agreement dated January
         5, 2001, in the principal amount of $280,000.00 from AQUAPRO
         CORPORATION to Lender, together with all renewals of, extensions of,
         modifications of, refinancings of, consolidations of and substitutions
         for the note or credit agreement.

         RELATED DOCUMENTS. The words "Related Documents" mean and include
         without limitation all promissory notes, credit agreements, loan
         agreements, environmental agreements, guaranties, security agreements,
         mortgages, deeds of trust, and all other instruments, agreements and
         documents, whether now or hereafter existing, executed in connection
         with the Indebtedness.

RIGHT OF SETOFF. Grantor hereby grants Lender a contractual security interest in
and hereby assigns, conveys, delivers, pledges, and transfers all of Grantor's
right, title and interest in and to Grantor's accounts with Lender (whether
checking, savings, or some other account), including all accounts held jointly
with someone else and all accounts Grantor may open in the future, excluding,
however, all IRA and Keogh accounts, and all trust accounts for which the grant
of a security interest would be prohibited by law. Grantor authorizes Lender, to
the extent permitted by applicable law, to charge or setoff all Indebtedness
against any and all such accounts.

OBLIGATIONS OF GRANTOR. Grantor warrants and covenants to Lender as follows:

         ORGANIZATION. Grantor is a corporation which is duly organized, validly
         existing, and in good standing under the laws of the State of
         Mississippi.

         AUTHORIZATION. The execution, delivery, and performance of this
         Agreement by Grantor have been duly authorized by all necessary action
         by Grantor and do not conflict with, result in a violation of, or
         constitute a default under (a) any provision of its articles of
         incorporation or organization, or bylaws, or any agreement or other
         instrument binding upon Grantor or (b) any law, governmental
         regulation, court decree, or order applicable to Grantor.

         PERFECTION OF SECURITY INTEREST. Grantor agrees to execute such
         financing statements and to take whatever other actions are requested
         by Lender to perfect and continue Lender's security interest in the
         Collateral. Upon request of Lender, Grantor will deliver to Lender any
         and all of the documents evidencing or constituting the Collateral, and
         Grantor will note Lender's interest upon any and all chattel paper if
         not delivered to Lender for possession by Lender. Grantor hereby
         appoints Lender as its irrevocable attorney-in-fact for the purpose of
         executing any documents necessary to perfect or to continue the
         security interest granted in this Agreement. Lender may at any time,
         and without further authorization from Grantor, file a carbon,
         photographic or other reproduction of any financing statement or of
         this Agreement for use as a financing statement. Grantor will reimburse
         Lender for all expenses for the perfection and the continuation of the
         perfection of Lender's security interest in the Collateral. Grantor
         promptly will notify Lender before any change in Grantor's name
         including any change to the assumed business names of Grantor. THIS IS
         A CONTINUING SECURITY AGREEMENT AND WILL CONTINUE IN EFFECT EVEN THOUGH
         ALL OR ANY PART OF THE INDEBTEDNESS IS PAID IN FULL AND EVEN THOUGH FOR
         A PERIOD OF TIME GRANTOR MAY NOT BE INDEBTED TO LENDER.

         NO VIOLATION. The execution and delivery of this Agreement will not
         violate any law or agreement governing Grantor or to which Grantor is a
         party, and its certificate or articles of incorporation and bylaws do
         not prohibit any term or condition of this Agreement.


<PAGE>

01-05-2001              AGRICULTURAL SECURITY AGREEMENT                   PAGE 2
LOAN NO 1552961301                 (CONTINUED)
================================================================================

         ENFORCEABILITY OF COLLATERAL. To the extent the Collateral consists of
         accounts, chattel paper, or general intangibles, the Collateral is
         enforceable in accordance with its terms, is genuine, and complies
         with applicable laws concerning form, content and manner of
         preparation and execution, and all persons appearing to be obligated
         on the Collateral have authority and capacity to contract and are in
         fact obligated as they appear to be on the Collateral.

         REMOVAL OF COLLATERAL. Grantor shall keep the Collateral (or to the
         extent the Collateral consists of intangible property such as
         accounts, the records concerning the Collateral) at Grantor's address
         shown above, or at such other locations as are acceptable to Lender.
         Except in the ordinary course of its business, including the sales of
         inventory, Grantor shall not remove the Collateral from its existing
         locations without the prior written consent of Lender. To the extent
         that the Collateral consists of vehicles, or other titled property,
         Grantor shall not take or permit any action which would require
         application for certificates of title for the vehicles outside the
         State of Mississippi, without the prior written consent of Lender.

         TRANSACTIONS INVOLVING COLLATERAL. Except for inventory sold or
         accounts collected in the ordinary course of Grantor's business,
         Grantor shall not sell, offer to sell, or otherwise transfer or
         dispose of the Collateral. Grantor shall not pledge, mortgage,
         encumber or otherwise permit the Collateral to be subject to any lien,
         security interest, encumbrance, or charge, other than the security
         interest provided for in this Agreement, without the prior written
         consent of Lender. This includes security interests even if junior in
         right to the security interests granted under this Agreement. Unless
         waived by Lender, all proceeds from any disposition of the Collateral
         (for whatever reason) shall be held in trust for Lender and shall not
         be commingled with any other funds; provided however, this requirement
         shall not constitute consent by Lender to any sale or other
         disposition. Upon receipt, Grantor shall immediately deliver any such
         proceeds to Lender.

         TITLE. Grantor represents and warrants to Lender that it holds good
         and marketable title to the Collateral, free and clear of all liens
         and encumbrances except for the lien of this Agreement. No financing
         statement covering any of the Collateral is on file in any public
         office other than those which reflect the security interest created by
         this Agreement or to which Lender has specifically consented. Grantor
         shall defend Lender's rights in the Collateral against the claims and
         demands of all other persons.

         MAINTENANCE AND INSPECTION OF COLLATERAL. Grantor shall maintain all
         tangible Collateral in good condition and repair. Grantor will not
         commit or permit damage to or destruction of the Collateral or any
         part of the Collateral. Lender and its designated representatives and
         agents shall have the right at all reasonable times to examine,
         inspect, and audit the Collateral wherever located. Grantor shall
         immediately notify Lender of all cases involving the return,
         rejection, repossession, loss or damage of or to any Collateral; of
         any request for credit or adjustment or of any other dispute arising
         with respect to the Collateral; and generally of all happenings and
         events affecting the Collateral or the value or the amount of the
         Collateral.

         TAXES, ASSESSMENTS AND LIENS. Grantor will pay when due all taxes,
         assessments and liens upon the Collateral, its use or operation, upon
         this Agreement, upon any promissory note or notes evidencing the
         Indebtedness, or upon any of the other Related Documents. Grantor may
         withhold any such payment or may elect to contest any lien if Grantor
         is in good faith conducting an appropriate proceeding to contest the
         obligation to pay and so long as Lender's interest in the Collateral
         is not jeopardized in Lender's sole opinion. If the Collateral is
         subjected to a lien which is not discharged within fifteen (15) days,
         Grantor shall deposit with Lender cash, a sufficient corporate surety
         bond or other security satisfactory to Lender in an amount adequate to
         provide for the discharge of the lien plus any interest, costs,
         attorneys' fees or other charges that could accrue as a result of
         foreclosure or sale of the Collateral. In any contest Grantor shall
         defend itself and Lender and shall satisfy any final adverse judgment
         before enforcement against the Collateral. Grantor shall name Lender
         as an additional obligee under any surety bond furnished in the
         contest proceedings.

         COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. Grantor shall comply
         promptly with all laws, ordinances, rules and regulations of all
         governmental authorities, now or hereafter in effect, applicable to
         the ownership, production, disposition, or use of the Collateral.
         Grantor may contest in good faith any such law, ordinance or regulation
         and withhold compliance during any proceeding, including appropriate
         appeals, so long as Lender's interest in the Collateral, in Lender's
         opinion, is not jeopardized.

         HAZARDOUS SUBSTANCES. Grantor represents and warrants that the
         Collateral never has been, and never will be so long as this Agreement
         remains a lien on the Collateral, used for the generation,
         manufacture, storage, transportation, treatment, disposal, release or
         threatened release of any hazardous waste or substance, as those terms
         are defined in the Comprehensive Environmental Response, Compensation,
         and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.
         ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986,
         Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation
         Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and
         Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable
         state or Federal laws, rules, or regulations adopted pursuant to any
         of the foregoing. The terms "hazardous waste" and "hazardous
         substance" shall also include, without limitation, petroleum and
         petroleum by-products or any fraction thereof and asbestos. The
         representations and warranties contained herein are based on Grantor's
         due diligence in investigating the Collateral for hazardous wastes and
         substances. Grantor hereby (a) releases and waives any future claims
         against Lender for indemnity or contribution in the event Grantor
         becomes liable for cleanup or other costs under any such laws, and (b)
         agrees to indemnify and hold harmless Lender against any and all
         claims and losses resulting from a breach of this provision of this
         Agreement. This obligation to indemnify shall survive the payment of
         the Indebtedness and the satisfaction of this Agreement.

         MAINTENANCE OF CASUALTY INSURANCE. Grantor shall procure and maintain
         all risks insurance, including without limitation fire, theft and
         liability coverage together with such other insurance as Lender may
         require with respect to the Collateral, in form, amounts, coverages
         and basis reasonably acceptable to Lender and issued by a company or
         companies reasonably acceptable to Lender. Grantor, upon request of
         Lender, will deliver to Lender from time to time the policies or
         certificates of insurance in form satisfactory to Lender, including
         stipulations that coverages will not be cancelled or diminished
         without at least ten (10) days' prior written notice to Lender and not
         including any disclaimer of the insurer's liability for failure to
         give such a notice. Each insurance policy also shall include an
         endorsement providing that coverage in favor of Lender will not be
         impaired in any way by any act, omission or default of Grantor or any
         other person. In connection with all policies covering assets in which
         Lender holds or is offered, a security interest, Grantor will provide
         Lender with such loss payable or other endorsements as Lender may
         require. If Grantor at any time fails to obtain or maintain any
         insurance as required under this Agreement, Lender may (but shall not
         be obligated to) obtain such insurance as Lender deems appropriate,
         including if it so chooses "single interest insurance," which will
         cover only Lender's interest in the Collateral.

         APPLICATION OF INSURANCE PROCEEDS. Grantor shall promptly notify
         Lender of any loss or damage to the Collateral. Lender may make proof
         of loss if Grantor fails to do so within fifteen (15) days of the
         casualty. All proceeds of any insurance on the Collateral, including
         accrued proceeds thereon, shall be held by Lender as part of the
         Collateral. If Lender consents to repair or replacement of the damaged
         or destroyed Collateral, Lender shall, upon satisfactory proof of
         expenditure, pay or reimburse Grantor from the proceeds for the
         reasonable cost of repair or restoration. If Lender does not consent
         to repair or replacement of the Collateral, Lender shall retain a
         sufficient amount of the proceeds to pay all of the Indebtedness, and
         shall pay the balance to Grantor. Any proceeds which have not been
         disbursed within six (6) months after their receipt and which Grantor
         has not committed to the repair or restoration of the Collateral shall
         be used to prepay the Indebtedness.

         INSURANCE RESERVES. Lender may require Grantor to maintain with Lender
         reserves for payment of insurance premiums, which reserves shall be
         created by monthly payments from Grantor of a sum estimated by Lender
         to be sufficient to produce, at least fifteen (15) days before the
         premium due date, amounts at least equal to the insurance premiums to
         be paid. If fifteen (15) days before payment is due, the reserve funds
         are insufficient, Grantor shall upon demand pay any deficiency to
         Lender. The reserve funds shall be held by Lender as a general deposit
         and shall constitute a non-interest-bearing account which Lender may
         satisfy by payment of the insurance premiums required to be paid by
         Grantor as they become due. Lender does not hold the reserve funds in
         trust for Grantor, and Lender is not the agent of Grantor for payment
         of the insurance premiums required to be paid by Grantor. The
         responsibility for the payment of premiums shall remain Grantor's sole
         responsibility.

         INSURANCE REPORTS. Grantor, upon request of Lender, shall furnish to
         Lender reports on each existing policy of insurance showing such
         information as Lender may reasonably request including the following:
         (a) the name of the insurer; (b) the risks insured; (c) the amount of
         the policy; (d) the property insured; (e) the then current value on
         the basis of which insurance has been obtained and the manner of
         determining that value; and (f) the expiration date of the policy. In
         addition, Grantor shall upon request by Lender (however not more often
         than annually) have an independent appraiser satisfactory to Lender
         determine, as applicable, the cash value or replacement cost of the
         Collateral.

GRANTOR'S RIGHT TO POSSESSION. Until default, Grantor may have possession of the
tangible personal property and beneficial use of all the Collateral and may use
it in any lawful manner not inconsistent with this Agreement or the Related
Documents, provided that Grantor's right to possession and beneficial use shall
not apply to any Collateral where possession of the Collateral by Lender is
required by law to perfect Lender's security interest in such Collateral. If
Lender at any time has possession of any Collateral, whether before or after an
Event of Default, Lender shall be deemed to have exercised reasonable care in
the custody and preservation of the Collateral if Lender takes such action for
that purpose as Grantor shall request or as Lender, in Lender's sole discretion,
shall deem appropriate under the circumstances, but failure to honor any request
by Grantor shall not of itself be deemed to be a failure to exercise reasonable
care. Lender shall not be required to take any steps necessary to preserve any
rights in the Collateral against prior parties, nor to protect, preserve or
maintain any security interest given to secure the Indebtedness.

EXPENDITURES BY LENDER. If not discharged or paid when due, Lender may (but
shall not be obligated to) discharge or pay any amounts required to be
discharged or paid by Grantor under this Agreement, including without limitation
all taxes, liens, security interests, encumbrances, and other claims, at any
time levied or placed on the Collateral. Lender also may (but shall not be
obligated to) pay all costs for insuring, maintaining and preserving the
Collateral. All such expenditures incurred or paid by Lender for such purposes
will then bear interest at the rate charged under the rate from the date
incurred or paid by Lender to the date of repayment by Grantor. All such
expenses shall become a part of the Indebtedness and, lender's option, will (a)
be payable on demand, (b) be added to the balance of the Note and be apportioned
among and be payable with any

<PAGE>

01-05-2001              AGRICULTURAL SECURITY AGREEMENT                   PAGE 3
LOAN NO 1552961301                 (CONTINUED)
================================================================================

installment payments to become due during either (i) the term of any applicable
insurance policy or (ii) the remaining term of the Note, or (c) be treated as a
balloon payment which will be due and payable at the Note's maturity. This
Agreement also will secure payment of these amounts. Such right shall be in
addition to all other rights and remedies to which Lender may be entitled upon
the occurrence of an Event of Default.

EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default
under this Agreement:

         DEFAULT ON INDEBTEDNESS. Failure of Grantor to make any payment when
         due on the Indebtedness.

         OTHER DEFAULTS. Failure of Grantor to comply with or to perform any
         other term, obligation, covenant or condition contained in this
         Agreement or in any of the Related Documents or in any other agreement
         between Lender and Grantor.

         FALSE STATEMENTS. Any warranty, representation or statement made or
         furnished to Lender by or on behalf of Grantor under this Agreement,
         the Note or the Related Documents is false or misleading in any
         material respect, either now or at the time made or furnished.

         DEFECTIVE COLLATERALIZATION. This Agreement or any of the Related
         Documents ceases to be in full force and effect (including failure of
         any collateral documents to create a valid and perfected security
         interest or lien) at any time and for any reason.

         INSOLVENCY. The dissolution or termination of Grantor's existence as a
         going business, the insolvency of Grantor, the appointment of a
         receiver for any part of Grantor's property, any assignment for the
         benefit of creditors, any type of creditor workout, or the commencement
         of any proceeding under any bankruptcy or insolvency laws by or against
         Grantor.

         CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
         forfeiture proceedings, whether by judicial proceeding, self-help,
         repossession or any other method, by any creditor of Grantor or by any
         governmental agency against the Collateral or any other collateral
         securing the Indebtedness. This includes a garnishment of any of
         Grantor's deposit accounts with Lender.

         EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with
         respect to any Guarantor of any of the Indebtedness or such Guarantor
         dies or becomes incompetent.

         ADVERSE CHANGE. A material adverse change occurs in Grantor's financial
         condition, or Lender believes the prospect of payment or performance of
         the Indebtedness is impaired.

         INSECURITY. Lender, in good faith, deems itself insecure.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this
Agreement, at any time thereafter, Lender shall have all the rights of a secured
party under the Mississippi Uniform Commercial Code. In addition and without
limitation, Lender may exercise any one or more of the following rights and
remedies:

         ACCELERATE INDEBTEDNESS. Lender may declare the entire Indebtedness,
         including any prepayment penalty which Grantor would be required to
         pay, immediately due and payable, without notice.

         ASSEMBLE COLLATERAL. Lender may require Grantor to deliver to Lender
         all or any portion of the Collateral and any and all certificates of
         title and other documents relating to the Collateral. Lender may
         require Grantor to assemble the Collateral and make it available to
         Lender at a place to be designated by Lender. Lender also shall have
         full power to enter upon the property of Grantor to take possession of
         and remove the Collateral. If the Collateral contains other goods not
         covered by this Agreement at the time of repossession, Grantor agrees
         Lender may take such other goods, provided that Lender makes
         reasonable efforts to return them to Grantor after repossession.

         SELL THE COLLATERAL. Lender shall have full power to sell, lease,
         transfer, or otherwise deal with the Collateral or proceeds thereof in
         its own name or that of Grantor. Lender may sell the Collateral at
         public auction or private sale. Unless the Collateral threatens to
         decline speedily in value or is of a type customarily sold on a
         recognized market, Lender will give Grantor reasonable notice of the
         time after which any private sale or any other intended disposition of
         the Collateral is to be made. The requirements of reasonable notice
         shall be met if such notice is given at least ten (10) days before the
         time of the sale or disposition. All expenses relating to the
         disposition of the Collateral, including without limitation the
         expenses of retaking, holding, insuring, preparing for sale and selling
         the Collateral, shall become a part of the Indebtedness secured by this
         Agreement and shall be payable on demand, with interest at the Note
         rate from date of expenditure until repaid.

         APPOINT RECEIVER. To the extent permitted by applicable law, Lender
         shall have the following rights and remedies regarding the appointment
         of a receiver: (a) Lender may have a receiver appointed as a matter of
         right, (b) the receiver may be an employee of Lender and may serve
         without bond, and (c) all fees of the receiver and his or her attorney
         shall become part of the Indebtedness secured by this Agreement and
         shall be payable on demand, with interest at the Note rate from date of
         expenditure until repaid.

         COLLECT REVENUES, APPLY ACCOUNTS. Lender, either itself or through a
         receiver, may collect the payments, rents, income, and revenues from
         the Collateral. Lender may at any time in its discretion transfer any
         Collateral into its own name or that of its nominee and receive the
         payments, rents, income, and revenues therefrom and hold the same as
         security for the Indebtedness or apply it to payment of the
         Indebtedness in such order of preference as Lender may determine.
         Insofar as the Collateral consists of accounts, general intangibles,
         insurance policies, instruments, chattel paper, choses in action, or
         similar property, Lender may demand, collect, receipt for, settle,
         compromise, adjust, sue for, foreclose, or realize on the Collateral as
         Lender may determine, whether or not Indebtedness or Collateral is then
         due. For these purposes, Lender may, on behalf of and in the name of
         Grantor, receive, open and dispose of mail addressed to Grantor; change
         any address to which mail and payments are to be sent; and endorse
         notes, checks, drafts, money orders, documents of title, instruments
         and items pertaining to payment, shipment, or storage of any
         Collateral. To facilitate collection, Lender may notify account debtors
         and obligors on any Collateral to make payments directly to Lender.

         OBTAIN DEFICIENCY. If Lender chooses to sell any or all of the
         Collateral, Lender may obtain a judgment against Grantor for any
         deficiency remaining on the Indebtedness due to Lender after
         application of all amounts received from the exercise of the rights
         provided in this Agreement. Grantor shall be liable for a deficiency
         even if the transaction described in this subsection is a sale of
         accounts or chattel paper.

         OTHER RIGHTS AND REMEDIES. Lender shall have all the rights and
         remedies of a secured creditor under the provisions of the Uniform
         Commercial Code, as may be amended from time to time. In addition,
         Lender shall have and may exercise any or all other rights and remedies
         it may have available at law, in equity, or otherwise.

         CUMULATIVE REMEDIES. All of Lender's rights and remedies, whether
         evidenced by this Agreement or the Related Documents or by any other
         writing, shall be cumulative and may be exercised singularly or
         concurrently. Election by Lender to pursue any remedy shall not exclude
         pursuit of any other remedy, and an election to make expenditures or to
         take action to perform an obligation of Grantor under this Agreement,
         after Grantor's failure to perform, shall not affect Lender's right to
         declare a default and to exercise its remedies.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement:

         AMENDMENTS. This Agreement, together with any Related Documents,
         constitutes the entire understanding and agreement of the parties as to
         the matters set forth in this Agreement. No alteration of or amendment
         to this Agreement shall be effective unless given in writing and signed
         by the party or parties sought to be charged or bound by the alteration
         or amendment.

         APPLICABLE LAW. This Agreement has been delivered to Lender and
         accepted by Lender in the State of Mississippi. If there is a lawsuit,
         Grantor agrees upon Lender's request to submit to the jurisdiction of
         the courts of the State of Mississippi. Subject to the provisions on
         arbitration, this Agreement shall be governed by and construed in
         accordance with the laws of the State of Mississippi.

         ARBITRATION. LENDER AND GRANTOR AGREE THAT ALL DISPUTES, CLAIMS AND
         CONTROVERSIES BETWEEN THEM, WHETHER INDIVIDUAL, JOINT, OR CLASS IN
         NATURE, ARISING FROM THIS AGREEMENT OR OTHERWISE, INCLUDING WITHOUT
         LIMITATION CONTRACT AND TORT DISPUTES, SHALL BE ARBITRATED PURSUANT TO
         THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION, UPON REQUEST OF
         EITHER PARTY. No act to take or dispose of any Collateral shall
         constitute a waiver of this arbitration agreement or be prohibited by
         this arbitration agreement. This includes, without limitation,
         obtaining injunctive relief or a temporary restraining order; invoking
         a power of sale under any deed of trust or mortgage; obtaining a writ
         of attachment or imposition of a receiver; or exercising any rights
         relating to personal property, including taking or disposing of such
         property with or without judicial process pursuant to Article 9 of the
         Uniform Commercial Code. Any disputes, claims, or controversies
         concerning the lawfulness or reasonableness of any act, or exercise of
         any right, concerning any Collateral, including any claim to rescind,
         reform, or otherwise modify any agreement relating to the Collateral,
         shall also be arbitrated, provided however that no arbitrator shall
         have the right or the power to enjoin or restrain any act of any party.
         Judgment upon any award rendered by any arbitrator may be entered in
         any court having jurisdiction. Nothing in this Agreement shall preclude
         any party from seeking equitable relief from a court of competent
         jurisdiction. The statute of limitations, estoppel, waiver, laches, and
         similar doctrines which would otherwise be applicable in an action
         brought by a party shall be applicable in any arbitration proceeding,
         and the commencement of an arbitration proceeding shall be deemed the
         commencement of an action for these purposes. The Federal Arbitration
         Act shall apply to the construction, interpretation, and enforcement of
         this arbitration provision.

         ATTORNEYS' FEES; EXPENSES. Grantor agrees to pay upon demand all of
         Lender's costs and expenses, including attorneys' fees and Lender's
         legal expenses, incurred in connection with the enforcement of this
         Agreement. Lender may pay someone else to help enforce this Agreement,
         and Grantor shall pay the costs and expenses of such enforcement. Costs
         and expenses include Lender's attorneys' fees and legal expenses
         whether or not there is a lawsuit, including attorneys' fees and legal
         expenses for bankruptcy proceedings (and including efforts to modify or
         vacate any automatic stay or injunction), appeals, and any anticipated
         post-judgment collection services. Grantor also shall pay all court
         costs and such additional fees as may be directed by the court.


<PAGE>

01-05-2001              AGRICULTURAL SECURITY AGREEMENT                   PAGE 4
LOAN NO 1552961301                 (CONTINUED)
================================================================================

         CAPTION HEADINGS. Caption headings in this Agreement are for
         convenience purposes only and are not to be used to interpret or define
         the provisions of this Agreement.

         NOTICES. All notices required to be given under this Agreement shall be
         given in writing, my be sent by telefacsimile (unless otherwise
         required by law), and shall be effective when actually delivered or
         when deposited with a nationally recognized overnight courier or
         deposited in the United States mail, first class, postage prepaid,
         addressed to the party to whom the notice is to be given at the address
         shown above. Any party may change its address for notices under this
         Agreement by giving formal written notice to the other parties,
         specifying that the purpose of the notice is to change the party's
         address. To the extent permitted by applicable law, if there is more
         than one Grantor, notice to any Grantor will constitute notice to all
         Grantors. For notice purposes, Grantor will keep Lender informed at all
         times of Grantor's current address(es).

         POWER OF ATTORNEY. Grantor hereby appoints Lender as its true and
         lawful attorney-in-fact, irrevocably, with full power of substitution
         to do the following: (a) to demand, collect, receive, receipt for, sue
         and recover all sums of money or other property which may now or
         hereafter become due, owing or payable from the Collateral; (b) to
         execute, sign and endorse any and all claims, instruments, receipts,
         checks, drafts or warrants issued in payment for the Collateral; (c) to
         settle or compromise any and all claims arising under the Collateral,
         and, in the place and stead of Grantor, to execute and deliver its
         release and settlement for the claim; and (d) to file any claim or
         claims or to take any action or institute or take part in any
         proceedings, either in its own name or in the name of Grantor, or
         otherwise, which in the discretion of Lender may seem to be necessary
         or advisable. This power is given as security for the Indebtedness, and
         the authority hereby conferred is and shall be irrevocable and shall
         remain in full force and effect until renounced by Lender.

         SEVERABILITY. If a court of competent jurisdiction finds any provision
         of this Agreement to be invalid or unenforceable as to any person or
         circumstance, such finding shall not render that provision invalid or
         unenforceable as to any other persons or circumstances. If feasible,
         any such offending provision shall be deemed to be modified to be
         within the limits of enforceability or validity; however, if the
         offending provision cannot be so modified, it shall be stricken and all
         other provisions of this Agreement in all other respects shall remain
         valid and enforceable.

         SUCCESSOR INTERESTS. Subject to the limitations set forth above on
         transfer of the Collateral, this Agreement shall be binding upon and
         inure to the benefit of the parties, their successors and assigns.

         WAIVER. Lender shall not be deemed to have waived any rights under this
         Agreement unless such waiver is given in writing and signed by Lender.
         No delay or omission on the part of Lender in exercising any right
         shall operate as a waiver of such right or any other right. A waiver by
         Lender of a provision of this Agreement shall not prejudice or
         constitute a waiver of Lender's right otherwise to demand strict
         compliance with that provision or any other provision of this
         Agreement. No prior waiver by Lender, nor any course of dealing between
         Lender and Grantor, shall constitute a waiver of any of Lender's rights
         or of any of Grantor's obligations as to any future transactions.
         Whenever the consent of Lender is required under this Agreement, the
         granting of such consent by Lender in any instance shall not constitute
         continuing consent to subsequent instances where such consent is
         required and in all cases such consent may be granted or withheld in
         the sole discretion of Lender.

GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGRICULTURAL
SECURITY AGREEMENT, AND GRANTOR AGREES TO ITS TERMS. THIS AGREEMENT IS DATED
JANUARY 5, 2001.

GRANTOR:

AQUAPRO CORPORATION

BY:
    ------------------------------------------
    GEORGE S HASTINGS JR, PRESIDENT


LENDER:

UNION PLANTERS BANK, NATIONAL ASSOCIATION

BY:
    ------------------------------------------
    AUTHORIZED OFFICER

================================================================================
LASER PRO, Reg. U.S. Pat. & T.M. Off., Ver. 3.28c (c) 2001 CFI ProServices, Inc.
All rights reserved. {MS-E40 E3.28 F3.28 61301.LN C4.OVL}

<PAGE>
                                  Exhibit "A"

                  AQUAPRO CORPORATION equipment is as follows:

<Table>

<S>  <C>                                                         <C>         <C>
1    1996 Chevrolet S10 pickup, 110,411 miles, serial #2300      $ 4,250.00
1    1999 Chevrolet 1500 4x4 truck, 54,341 miles, serial
     #1ER1UTOXE122493                                             20,000.00
1    1997 Ford F250 truck, 160,139 miles, serial #1F2HF26-
     FXVEB62687                                                    9,000.00
1    John Deere 2755 tractor, 8,198 hrs., serial #2378             9,000.00
1    John Deere 2755 tractor, 8,837 hrs., serial #1,02155C-
     673681                                                        9,000.00
1    1985 International tractor, serial #E2327JGA26964,
     trailer, serial #NA9253, rig w/9 F&F tanks                    4,500.00  Moorhead
1    1990 GMC loading truck, serial #1GD67H13.11.60988            18,000.00  Moorhead
1    John Deere 2150 tractor, 10,779 hrs., serial #L02150G-
     581541                                                        7,500.00
1    John Deere 2150 tractor, 4,885 hrs., serial #L02150G-
     581446                                                        7,500.00
1    John Deere 2150 tractor, 11,243 hrs., serial #L02150G-
     581543                                                        7,500.00
1    John Deere 2150 tractor, 10,160 hrs., serial #L02150G-
     581315                                                        7,500.00
1    John Deere 2150 tractor, 8,983 hrs., serial #L02150G-
     581540                                                        7,500.00
1    John Deere 2155 tractor, 7,517 hrs., serial #L02155A-
     646190                                                        8,500.00
1    John Deere 2155 tractor, 9,576 hrs., serial #L02155A-
     637554                                                        8,500.00
1    John Deere 6400 tractor with C/A, HFD, 5,085 hrs.,
     serial #49850                                                22,500.00
1    John Deere 2955 tractor, 8,468 hrs., serial #L02955G-
     700837                                                        9,500.00
1    Ford F350 (Lease truck) with feeder/side discharge,
     Koler diesel, farm scales                                     4,000.00
2    Seine reels:
     1200' 1 5/8" seine                                            5,000.00  Moorhead
     1000' 1/2" seine                                              4,000.00
8    Socks - various sizes - @ $100.00, each                         800.00
2    House PTO paddlewheels @ $1,500.00, each                      3,000.00
6    Master system PTO blowers @ $1,500.00, each                   9,000.00
16   AEMCO electric paddlewheels rebuilt to S&N specs @
     $2,000.00, each                                              32,000.00
26   S&N electric paddlewheels @ $2,000.00, each                  52,000.00
2    Electric float blowers @ $1,000.00, each                      2,000.00
1    Briggs & Stratton 2" re-lift pump, serial #2703               2,000.00
1    1" re-lift pump                                               1,000.00
1    12' box scraper drag bucket                                     900.00
1    John Deere 1408 clipper, serial #7653 (salvage)                 750.00
1    1965 Case 5808 backhoe, serial #5231499 (not running)         2,500.00
1    John Deere 1418 14' cutter                                    2,500.00
1    John Deere 5200 tractor, 2,935 hrs, serial #E6200911         15,000.00
1    Reynolds 6 yd. scraper, serial #3005                          2,500.00
8    Master system sidewinders @ $1,500.00, each                  12,000.00
1    John Deere 6400 tractor with C/A, MFD, duals 3,518 hrs.,
     serial #4195056                                              22,500.00
1    16' Atwood 4-wheel utility trailer                              200.00
1    Time clock                                                      100.00
1    Air compressor - new                                          1,500.00
1    Air compressor - old Serial #3496                               700.00
1    Band saw, serial #814-10175                                     150.00
1    15 1/2' drill press, serial #113-21310                          150.00
1    Bench grinder, serial #LR-15562                                 150.00
1    Hardee side mount bush hog, serial #002470                    1,250.00
1    Oxygen meter, serial #8822                                      100.00
1    Oxygen meter                                                    100.00
1    Battery charger, serial #CA500                                   50.00
1    2,000# Toledo scales, serial #9640.1                            500.00
1    1,000# Toledo scales, serial #394UG                             400.00
3    Delta Western feed tanks @ $3,000.00 each                     9,000.00
2    Bird cannons @ $50.00, each                                     100.00
2    Nissan 20 h.p. outboard motors @ $400.00, each                  800.00
1    Seine boat trailer                                              100.00
4    Motorola radios @ $150.00, each                                 600.00
1    Pressure washer - 5 yrs. old                                    250.00
1    Ice machine                                                   1,800.00
5    60 Long Farmtrac tractors:
     1,145 hrs., serial #4341                                     10,500.00
     1,082 hrs., serial #2243                                     10,500.00
     804 hrs., serial #4687                                       10,500.00
     9,901 hrs., serial #8415                                     10,500.00
     1,156 hrs., serial #4324                                     10,500.00
1    14' I.H. 480 disk                                               400.00
15   House electric paddlewheels @ $3,000.00, each - 1 yr. old    45,000.00
</Table>


AquaPro Corporation

BY:
   -----------------------------------
   George S. Hastings, Jr. - President