Exhibit 4(c)

                              PROMISSORY NOTE
$3,500,000 Maximum                                            May 1, 1998
                                                       Richmond, Virginia


           FOR VALUE RECEIVED, the undersigned, ETS INTERNATIONAL, INC., a
Virginia corporation ("Maker"), promises to pay to the order of THOMAS W.
MARMON as Trustee of the THOMAS W. MARMON TRUST ("Payee"), the principal
amount equal to the aggregate amount of advances made by Payee to Maker
hereunder, which advances shall not exceed Three Million Five Hundred
Thousand Dollars ($3,500,000), together with interest on the unpaid balance
at a rate per annum of Ten Percent (10%) until maturity and Twelve Percent
(12%) after maturity.

           The principal of this Note shall be paid. in full on May 1, 1999. 
Accrued interest shall be paid on June 1, 1998 and on the 15th day of each
month thereafter until April 15, 1999, at which time the remaining balance of
principal and interest shall be paid in full, provided, however, that Payee
shall have the option to call this Note in full at any time upon sixty (60)
days written notice (i.e., Payee has the option to accelerate the entire
principal and interest owing and demand payment in full upon sixty (60) days
written notice). The Maker reserves the right to pre-pay this Note at any
time upon sixty (60) days written notice to Payee.

           Restatement of Indebtedness.  This Note restates, modifies and
extends the following:

      Instrument            Date                   Amount     
      ----------            ----                   ------

      Promissory Note       March 17, 1997         $2,500,000
      Promissory Note       November 4, 1997       $  500,000
      Promissory Note       March 10, 1998         $  160,000

           Late Charge. If any installment of principal or interest is not
paid within ten (10) days of its due date, Maker will forthwith pay to the
holder of this Note a late charge in an amount equal to five percent (5%) of
the past due payment.  This is in addition to the holder's other rights and
remedies for default in payment of an installment of interest when due. Maker
will pay this late charge promptly, but only once on each late payment.

           Security. This Note and all obligations of Maker hereunder are
secured by certain security agreements and a guaranty dated March 17, 1997
and any and all security agreements, guaranties, mortgages, pledge agreements
assignments, and all other agreements and instruments heretofore or hereafter
given by Maker or any third party to Payee ("Security Documents"), including,
but not limited to, Security Documents given in connection with or referred
to in any prior promissory notes given to Payee and Security Documents that
secure any present or future guaranty of all or part of the indebtedness
evidenced by this Note.  Payee shall have all of the rights and powers set
forth in the Security Documents and in any other written agreements
heretofore or hereafter given to Payee by Maker, as though they were fully
set forth herein. As additional security for the payment of Maker's
obligations under this Note, Maker grants to Payee a security interest in all
tangible and intangible property of Maker now or hereafter in the possession
of Payee.
<PAGE>
           Default and Acceleration. Each of the following shall be an event
of default under this Note:  (a) if default occurs in the payment of any
installment of principal or interest hereunder or of any late charge or out-
of-pocket expense at any time owing to Payee under this Note or in the
payment of any other indebtedness or obligation now or hereafter owing by
Maker to Payee, as and when the same shall be or become due and payable and
such failure shall continue unremedied for a period of ten (10) days; (b) if
default occurs in the performance of any other obligation to Payee under this
Note, or any Security Document or any other agreement heretofore or hereafter
entered into between Maker and Payee, or any Guarantor and Payee, or if there
occurs any other event of default under any Security Document or any such
other agreement, and any such default shall continue unremedied for a period
of ten (10) days after the sending of written notice of such default to
Maker; (c) if any warranty or representation heretofore or hereafter made to
Payee by Maker or any guarantor of all or part of the Indebtedness evidenced
by this Note ("Guarantor"), in any Security Document or in any financial
statement or other document given to Payee in connection with this Note,
shall have been false in any material respect; (d) if Maker or any Guarantor,
shall dissolve, become insolvent, or make an assignment for the benefit of
creditors; (e) if any guaranty that now or hereafter secures payment of all
or any part of the indebtedness evidenced by this Note shall be terminated or
limited for any reason without the written consent or agreement of the holder
of this Note; (f) if any part of the principal or interest of, or any other
payment of money due under, any indebtedness for borrowed money of the Maker,
including without limitation any indebtedness to banks or other financial
institutions, is not paid when due or within any grace period; (g) if any
indebtedness of Maker (including without limitation any indebtedness to banks
or other financial institutions) becomes or is declared to be due and payable
prior to the stated maturity thereof as a result of any default or event of
default occurring with respect thereto; or (h) at any time the holder of this
Note for any reason shall in good faith believe that the prospect of payment
or performance of this Note or any other indebtedness or obligation of Maker
to the holder is impaired. Upon the occurrence of any event of default, all
or any part of the indebtedness evidenced hereby and all or any part of all
other indebtedness and obligations then owing by Maker to the holder shall,
at the option of the holder, become immediately due and payable without
notice or demand.  If a voluntary or involuntary case in bankruptcy,
receivership, or insolvency shall at any time be instituted by or against
Maker or any Guarantor and, in the case of an involuntary action, such action
is not discharged within thirty (30) days thereafter, or if any levy, writ of
attachment, garnishment, execution, or similar process shall be issued
against or placed upon any property of Maker or Guarantor, then all such
indebtedness shall automatically become immediately due and payable.  All or
any part of the indebtedness evidenced hereby also may become, or may be
declared to be, immediately due and payable under the terms and conditions
contained in any Security Document.
                                     
           Place and Application of Payments.  Each payment upon this Note
shall be made to Payee at the following address: Thomas W. Marmon as Trustee
of the Thomas W. Marmon Trust, c/o Ceres Corporation, 4390 Airwest Drive SE,
Grand Rapids, Michigan 49512 or at such other place as the holder hereof may
direct in writing.  Any payment upon this Note shall be applied first to any
expenses (including expenses of collection) then due and payable to Payee
hereunder, then to any unpaid late charges, then to any accrued and unpaid
interest hereunder, and then to the unpaid principal balance.  If Maker at
any time owes the holder of this Note any indebtedness or obligation in
addition to the indebtedness evidenced by this Note, and if any indebtedness
owed by Maker to the holder is then in default, Maker shall have no right to
<PAGE>
direct or designate the particular indebtedness or obligation upon which any
payment made by, or collected from, Maker or from any Guarantor or other
security shall be applied. Maker hereby waives any such right and agrees that
the manner of application of any such payment, as between or among such
indebtedness and obligations, shall be determined solely by the holder.

           Setoff.  The holder of this Note shall have the right at any time
to set off any indebtedness that the holder then owes to Maker against any
indebtedness evidenced by this Note that is then due and payable.

           Remedies  The holder of this Note shall have all rights and
remedies provided by law and by agreement of Maker. Any requirement of
reasonable notice with respect to any sale or other disposition of collateral
shall be met if the holder sends the notice at least 5 days prior to the date
of sale or other disposition. Maker agrees to pay any and all expenses,
including reasonable attorney fees and legal expenses, paid or incurred by
the holder in protecting and enforcing the rights of and obligations to the
holder under any provision of this Note or any Security Document.

           Environmental Compliance. Maker represents and warrants to, and
agrees with, Payee that:  (a) none of Maker's real or personal property is,
and Maker will not permit it to become, unlawfully contaminated by any
substance that is now or hereafter regulated by or subject to any present or
future law or regulation that establishes liability for the removal or
clean-up of, or damage caused by any environmental contamination;  (b)
Maker's operations, activities, and real and personal properties are, and
Maker shall cause them to continue to be, in compliance with each such law
and regulation in all material respects; (c) if the indebtedness evidenced by
this Note is not paid at maturity, then at any time thereafter the holder of
this Note may, but shall not be obligated to, conduct or obtain an
environmental investigation or audit of any or all of Maker's properties, and
Maker shall reimburse the holder for all costs and expenses incurred by the
holder in connection with the investigation or audit, and (d) Maker shall
indemnify and hold harmless the holder with respect to all claims, damages
losses, liabilities, and expenses (including reasonable attorney fees)
asserted against or incurred by the holder by reason of any failure to comply
with, or any inaccuracy in, any of the agreements, representations, and
warranties contained in this paragraph.
                                     
           Waivers.  No delay by the holder of this Note in the exercise of
any right or remedy shall operate as a waiver thereof.  No single or partial
exercise by the holder of any right or remedy shall preclude any other or
future exercise thereof or the exercise of any other right or remedy.  No
waiver by the holder of any default or of any provision hereof shall be
effective unless in writing and signed by the holder.  No waiver of any right
or remedy on one occasion shall be a waiver of that right or remedy on any
future occasion.

           Maker waives demand for payment, presentment, notice of dishonor,
and protest of this Note and consents to any extension or postponement of
time of its payment, to any substitution, exchange, or release of all or any
part of any security given to secure this Note, to the addition of any party
hereto, and to the release, discharge, waiver, modification, or suspension of
any rights and remedies against any person who may be liable for the
indebtedness evidenced by this Note,

           Maker agrees that the interest rate on this Note is not usurious,
and Maker waives any defense or cause of action related to usury.
<PAGE>
           General.  In this Note, "maturity" means such time as the entire
remaining unpaid principal balance shall be or shall become due and payable
for any reason, including acceleration as provided above.

           Applicable Law and Jurisdiction.  This Note shall be governed by
and interpreted according to the laws of the Commonwealth of Virginia,
without giving effect to principles of conflict of laws, Maker irrevocably
agrees and consents that any action against Maker for collection or
enforcement of this Note may be brought in any state or federal court that
has subject matter jurisdiction and is located in, or whose district
includes, Kent County, Michigan, and that any such court shall have personal
jurisdiction over Maker for purposes of such action.


                                        ETS INTERNATIONAL, INC.
                                        (d/b/a InfraCorps Inc.)


                                        By s/James B. Quarles
                                           ----------------------  
                                             Its President
                                                 ----------------

                            Address:    7400 Beaufont Springs Drive
                                        Suite 415
                                        Richmond, Virginia 23225
<PAGE>
                                                             Exhibit 4(c)

                            SECURITY AGREEMENT

      THIS SECURITY AGREEMENT is made as of March 17, 1997, by and between
ETS INTERNATIONAL, INC, a Virginia corporation, of 1401 Municipal Road, N.W.,
Roanoke, Virginia 24012 ("Owner"), and THOMAS W. MARMON, as Trustee of the
THOMAS W. MARMON TRUST, with a mailing address of Thomas W. Marmon, Trustee
of the Thomas W. Marmon Trust, c/o Ceres Corporation, 4390 Airwest Drive SE,
Grand Rapids, Michigan 49512 ("Secured Party");

      1.   Grant of Security Interest.  Owner grants to Secured Party a
continuing security interest in:

      all equipment (including vehicles), machinery and fixtures, wherever
      located, now owned and in the future acquired by Owner, and all chattel
      paper evidencing any past, present, or future leasing of the equipment,
      machinery or fixtures;

      all inventory, wherever located, now owned and in the future acquired
      by Owner, any and all bills of lading, warehouse receipts, and other
      documents of title evidencing inventory, any and all rights of stoppage
      in transit of inventory, and all chattel paper evidencing any past,
      present, or future leasing of inventory;

      all accounts, contract rights, chattel paper, instruments, and general
      intangibles, wherever located, now owned and in the future acquired by
      Owner;

together with (i) all proceeds of the foregoing, including, without
limitation, all cash, checks, drafts, accounts receivable, chattel paper,
leases, and instruments received by Owner in connection with any sale, lease,
exchange, or disposition of any of the foregoing, and (ii) all books, records
(including computer software), and documents at any time evidencing or
relating to any of the foregoing or any proceeds of the foregoing.  All of
the foregoing properties and assets of Owner are referred to collectively in
this Agreement as the "Collateral."

      2.   Indebtedness Secured.  The foregoing security interest is given
to secure payment and performance of all obligations and indebtedness of
Owner now and in the future owing to Secured Party, including, but not
limited to, all future advances and all obligations and indebtedness of Owner
to Secured Party under this Agreement and under all other security
agreements, loan agreements, pledge agreements, assignments, mortgages,
guaranties, notes, leases, and other agreements, instruments, and documents,
that have been or are in the future signed by Owner, and all extensions,
modifications or renewals of such indebtedness and obligations.  The
indebtedness and obligations now owing by Owner to Secured Party include, but
are not necessarily limited to, the obligations and indebtedness evidenced by
the following instrument, document, or agreement which has been executed by
Owner unless otherwise specified under the heading "Maker":

Instrument, Document,
     or Agreement        Date           Amount        Maker
--------------------     ----           ------        -----

Promissory Note        March 17, 1997   $2,500,000
<PAGE>
This security interest secures all indebtedness and obligations now and in
the future owing to Secured Party by Owner, regardless of whether any such
indebtedness or obligation is (a) not presently intended or contemplated by
Owner or Secured Party, (b) indirect, contingent, or secondary, (c) unrelated
to the Collateral or to any financing of the Collateral by Secured Party, (d)
of a kind or class that is different from any indebtedness or obligation now
owing to Secured Party by Owner, (e) is now or in the future evidenced by a
note or other document that does not refer to this security interest or this
Agreement, or (f) not listed above.

      3.   Warranties, Representations, and Agreements.  Owner warrants and
represents to, and agrees with, Secured Party as follows:

           (a)   Except for the permitted liens listed on Exhibit A (the
      "Permitted Liens"), Owner is the owner of the Collateral, and none of
      the Collateral is subject to any lien, security interest, encumbrance,
      or claim in favor of any third party, and no financing statement is on
      file in any public office covering any of the Collateral, except in
      favor of Secured Party.

           (b)   This Agreement is the valid and binding obligation of
      Owner, enforceable in accordance with its terms.

           (c)   All information that Owner has furnished or in the future
      furnishes to Secured Party concerning Owner or the Collateral,
      including, without limitation, all financial statements and all
      information concerning the condition, quality, or value of the
      Collateral, is and will be correct and complete in all material
      respects.

           (d)   Owner is a corporation, and is organized and validly
      existing in good standing under the laws of the Commonwealth of
      Virginia; Owner has full power and authority to enter into and perform
      its obligations under this Agreement; the signing, delivery and
      performance of this Agreement have been duly authorized by all
      necessary action of Owner's board of directors and will not violate
      Owner's articles of incorporation.

           (e)   None of the Collateral is, and Owner will not permit any of
      the Collateral to be, contaminated in excess of legal levels or the
      source of unlawful contamination of any other property, by any
      substance that is now or in the future regulated by or subject to any
      past, present, or future federal, state, local, or foreign law,
      ordinance, rule, regulation, or order that regulates or is intended to
      protect public health or the environment or that establishes liability
      for the investigation, removal, or cleanup of, or damage caused by, any
      environmental contamination, including, without limitation, any law,
      ordinance, rule, regulation, or order that regulates or prescribes
      requirements for air quality, water quality, or the disposition,
      transportation, or management of waste materials or toxic substances. 
      Owner will store, operate and maintain the Collateral in compliance
      with all of those laws and regulations in all material respects.

           (f)   Owner's address set forth on the face of this Agreement is
      the location of Owner's sole place of business.

           (g)   Any part of the Collateral consisting of accounts or
      chattel paper does and will evidence bona fide sales or leases to the
      parties named in Owner's books, and no defense to any account or
      chattel paper does or will exist.
<PAGE>
      4.   Agreements of Owner.  Owner agrees that:

           (a)   Except for the Permitted Liens and purchase money security
      interest liens, Owner shall not cause or permit any lien, security
      interest, or encumbrance to be placed on any Collateral, except in
      favor of Secured Party, and Owner shall not sell, assign, or transfer
      any Collateral or permit any Collateral to be transferred by operation
      of law, except that, as long as there shall not have occurred an event
      of default as defined in this Agreement, Owner may sell inventory in
      the ordinary course of Owner's business.  A sale in the ordinary course
      of business does not include a transfer in partial or complete
      satisfaction of a debt.

           (b)   Owner shall maintain all records concerning the Collateral
      at Owner's address appearing on the first page of this Agreement and
      will keep all tangible Collateral at the present location or locations
      of the Collateral.

           (c)   Owner shall furnish Secured Party with all information
      regarding the Collateral that Secured Party shall from time to time 
      reasonably request (including without limitation, the names and
      addresses of Owner's account debtors and the amount owed by each) and
      shall allow Secured Party at any reasonable time to inspect the
      Collateral and Owner's records regarding the Collateral.

           (d)   Owner shall sign, file, record, or obtain from third
      persons, all financing statements, subordination agreements, and other
      documents, and take all other action, that Secured Party may consider
      necessary or appropriate to perfect, to continue perfection of, or to
      maintain first priority of, Secured Party's security interest in the
      Collateral subject only to the Permitted Liens and purchase money
      security interest liens, and Owner shall place upon the Collateral
      and/or documents evidencing the Collateral any notice of Secured
      Party's security interest that Secured Party may from time to time
      require.

           (e)   Secured Party may file a photocopy of this Agreement as a
      financing statement evidencing Secured Party's security interest in the
      Collateral.

           (f)   Owner shall immediately notify Secured Party in writing of
      any change in Owner's name, identity, or corporate structure, and of
      any change in the location of Owner's place of business and of the
      location of each additional place of business established by Owner.

           (g)   Owner shall indemnify Secured Party with respect to all 
      losses, damages, liabilities, and expenses (including reasonable
      attorney fees) incurred by Secured Party by reason of any failure of
      Owner to comply with any of Owner's obligations under this Agreement or
      by reason of any warranty or representation made by Owner to Secured
      Party in this Agreement being false in any material respect.

           (h)   Secured Party may from time to time contact Owner's account
      debtors for the purpose of verifying the existence, amount, and
      collectibility of, and other information regarding, any part of the
      Collateral at any time consisting of accounts, chattel paper,
      instruments, or general intangibles.
<PAGE>
           (i)   Owner shall maintain all tangible Collateral in good
      condition and repair, ordinary wear and tear excepted, and maintain
      fire and extended coverage insurance covering all tangible Collateral
      in the amounts and against the risks that is customarily maintained by
      similar businesses.  Each insurance policy shall provide that its
      proceeds shall be payable to Secured Party to the extent of Secured
      Party's interest in the Collateral and that the policy shall not be
      canceled, and the coverage shall not be reduced, without at least 10
      days' prior written notice by the insurer to Secured Party. Owner shall
      provide Secured Party with evidence of that insurance coverage.  Owner
      agrees that Secured Party may act as agent for Owner in obtaining,
      adjusting, and settling that insurance and endorsing any draft
      evidencing proceeds of it.

           (j)   Owner shall pay, before they become delinquent, all taxes
      and assessments upon the Collateral or for its use or operation, and
      pay and perform when due all indebtedness and obligations under all
      leases, land contracts, or other agreements under which Owner has
      possession of any real property upon which any of the Collateral shall
      at any time be located and under any mortgage or mortgages at any time
      covering that real property.

      5.   Secured Party's Right to Perform.  If Owner fails to perform any
obligation of Owner under this Agreement, Secured Party may, without giving
notice to or obtaining the consent of Owner, perform that obligation on
behalf of Owner.  (This may include, for example, obtaining insurance
coverage for Collateral, paying off liens on Collateral, or cleaning up
environmental contamination of, or caused by, Collateral.) Owner will
reimburse Secured Party on demand for any expense that Secured Party incurs
in performing the obligation and will pay to Secured Party interest on each
expense, from the date the expense was incurred by Secured Party, at an
annual rate equal to twelve percent (12%) per annum.  Secured Party is not
required to perform an obligation that Owner has failed to perform.  If
Secured Party does so, that will not be a waiver of Secured Party's right to
declare the Indebtedness immediately due and payable by reason of Owner's
failure to perform.

      6.   Events of Default and Acceleration.  Any part or all of the
Indebtedness shall, at the option of Secured Party, become immediately due
and payable without notice or demand upon the occurrence of any event of
default under the Promissory Note executed by Owner and dated March 17, 1997.

      7.   Secured Party's Rights and Remedies.  Secured Party shall have
all rights and remedies of a secured party under applicable laws.  Without
limiting these rights and remedies:

           (a)   Upon the occurrence of an event of default, as defined in
      Paragraph 6 above, (i) without notice or demand to Owner, Secured Party
      shall be entitled to notify Owner's account debtors and obligors to
      make all payments directly to Secured Party, and Secured Party shall
      have the right to take all actions that Secured Party considers
      necessary or desirable to collect upon the Collateral, including,
      without limitation, prosecuting actions against, or settling or
      compromising disputes and claims with, Owner's account debtors and
      obligors, (ii) without notice or demand to Owner, Secured Party may
      receive, open, dispose of, and notify the postal authorities to change
      the address of, mail directed to Owner, and (iii) upon demand by
<PAGE>
      Secured Party, Owner shall immediately deliver to Secured Party, at the
      place that Secured Party shall designate, all proceeds of the
      Collateral and all books, records, agreements, leases, documents, and
      instruments evidencing or relating to the Collateral.

           (b)   If all or any part of the Indebtedness is not paid at
      maturity, Owner, upon demand by Secured Party, shall deliver the
      Collateral and proceeds of Collateral to Secured Party at the place
      that Secured Party shall designate, and Secured Party may dispose of
      the Collateral in any commercially reasonable manner.  Any notification
      required to be given by Secured Party to Owner regarding any sale or
      other disposition of Collateral shall be considered reasonable if
      mailed at least 10 days before the sale or other disposition.

           (c)   If all or any part of the Indebtedness is not paid at
      maturity, Secured Party shall have the right (but no obligation) to
      continue or complete the manufacturing, or processing of, or other
      operations in connection with, any part of the Collateral, and, for
      that purpose, to enter and remain upon or in any land or buildings that
      are possessed by Owner or that Owner has the right to possess.  Owner
      will reimburse Secured Party on demand for any expense that Secured
      Party incurs in connection with those activities and will pay to
      Secured Party interest on each expense, from the date the expense was
      incurred by Secured Party, at the rate specified in Paragraph 5 of this
      Agreement.

           (d)   The proceeds of any collection or disposition of Collateral
      shall be applied first to Secured Party's reasonable attorney fees and
      expenses, as provided in Paragraph 8 of this Agreement, and then to the
      Indebtedness, and Owner shall be liable for any deficiency remaining.

All rights and remedies of Secured Party shall be cumulative and may be
exercised from time to time.

      8.   Expenses.  Owner shall reimburse Secured Party on demand for all
reasonable attorney fees, legal expenses, and other expenses that Secured
Party incurs in protecting and enforcing its rights under this Agreement. 
This includes fees and expenses incurred in trying to take possession of
Collateral from Owner, a trustee or receiver in bankruptcy or any other
person.  Secured Party may apply any proceeds of collection or disposition of
Collateral to Secured Party's reasonable attorney fees, legal expenses, and
other expenses.

      9.   Amendments and Waivers.  No provision of this Agreement may be
modified or waived except by a written agreement signed by Secured Party. 
Secured Party will continue to have all of its rights under this Agreement
even if it does not fully and promptly exercise them on all occasions. 
Secured Party may, at its option, waive any default, defer an action on any
default; extend or modify the time or manner of payment of the Indebtedness
or waive or modify any term or condition relating to the Indebtedness;
release Collateral or other security for the Indebtedness; release any person
liable for any of the Indebtedness, including any borrower or Guarantor; or
make advances or other extensions of credit secured by this Agreement; all
without giving Owner notice or obtaining Owner's consent.  Any such action by
Secured Party will not release or impair its security interest in the
Collateral or Owner's obligations under this Agreement.  Secured Party's
security interest in the Collateral and Owner's obligations under this
Agreement will not be released or impaired if Secured Party fails to obtain,
perfect, or secure priority of any other security for the Indebtedness that
<PAGE>
is agreed to be given, or is given, by anyone else.  Secured Party is not
required to sue upon or otherwise enforce payment of the Indebtedness or any
other security before exercising its rights under this Agreement.

      10.  Notices.  Any notice to Owner or to Secured Party shall be
considered to be given if and when mailed, with postage prepaid, to the
respective address of Owner or Secured Party appearing on the first page of
this Agreement, or if and when delivered personally.

      11.  Other.  In this Agreement, "maturity" of any of the Indebtedness
means the time when that Indebtedness has become due and payable, for
whatever reason (including, for example, acceleration due to default or
bankruptcy).  This Agreement will be governed by, and interpreted according
to, Virginia law.

      12.  Binding Effect.  This Agreement shall be binding upon and inure
to the benefit of Owner and Secured Party and their respective successors,
and assigns. 

      Owner and Secured Party have signed this Security Agreement as of the
date stated on the first page.

                                        ETS INTERNATIONAL, INC.



                                        By s/John McKenna
                                           ------------------------

                                          Its CEO
                                              ---------------------

                                                              "Owner"


                                        s/Thomas W. Marmon
                                        ----------------------------       
                                        Thomas W. Marmon, as Trustee of the
                                        Thomas W. Marmon Trust

                                                         "Secured Party"
<PAGE>
                                                             Exhibit 4(c)

                            SECURITY AGREEMENT


      THIS SECURITY AGREEMENT is made as of March 17, 1997 by and between ETS
WATER AND WASTE MANAGEMENT, INC., (d/b/a Stamie E. Lyttle Company), a
Virginia corporation, of 2210 Belt Blvd. at Hopkins Road, Richmond, Virginia
23224 ("Owner"), and THOMAS W. MARMON, as Trustee of the THOMAS W. MARMON
TRUST, whose mailing address is Thomas W. Marmon, Trustee of the Thomas W.
Marmon Trust, c/o Ceres Corporation; 4390 Airwest Drive, S.E., Grand Rapids,
Michigan 49512 ("Secured Party");


      1.   Grant of Security Interest.  Owner grants to Secured Party a
continuing security interest in:

      all equipment (including vehicles), machinery and fixtures, wherever
      located, now owned and in the future acquired by Owner, and all chattel
      paper evidencing any past, present, or future leasing of the equipment,
      machinery or fixtures;

      all inventory, wherever located, now owned and in the future acquired
      by Owner, any and all bills of lading, warehouse receipts, and other
      documents of title evidencing inventory, any and all rights of stoppage
      in transit of inventory, and all chattel paper evidencing any past,
      present, or future leasing of inventory;

      all accounts, contract rights, chattel paper, instruments, and general
      intangibles wherever located, now owned and in the future acquired by
      Owner;

together with (i) all proceeds of the foregoing, including, without
limitation, all cash, checks, drafts, accounts receivable, chattel paper,
leases, and instruments received by Owner in connection with any sale, lease,
exchange, or disposition of any of the foregoing, and (ii) all books, records
(including computer software), and documents at any time evidencing or
relating to any of the foregoing or any proceeds of the foregoing. All of the
foregoing properties and assets of Owner are referred to collectively in this
Agreement as the "Collateral."

      2.   Indebtedness Secured.  The foregoing security interest is given
to secure payment and performance of the indebtedness and obligations owing
to Secured Party by Owner that are evidenced by the instruments, documents,
or agreements listed below, including any and all modifications, extensions,
and renewals of it.


      Instrument, Document,
            or Agreement                         Date
      --------------------                       ----

      Guaranty signed by Owner               March 17, 1997
      and other corporations

The indebtedness and obligations that are secured by this security interest
are collectively called the "Indebtedness."
<PAGE>
      3.   Warranties, Representations, and Agreements.  Owner warrants
and represents to, and agrees with, Secured Party as follows:

      (a)  Except for the permitted liens listed on Exhibit A (the
      "Permitted Liens"), Owner is the owner of the Collateral, and none of
      the Collateral is subject to any lien, security interest, encumbrance,
      or claim in favor of any third party, and no financing statement is on
      file in any public office covering any of the Collateral, except in
      favor of Secured Party.

      (b)  This Agreement is the valid and binding obligation of Owner,
      enforceable in accordance with its terms.

      (c)  All information that Owner has furnished or in the future
      furnishes to Secured Party concerning Owner or the Collateral,
      including, without limitation, all financial statements and all
      information concerning the condition, quality, or value of the
      Collateral, is and will be correct and complete in all material
      respects.

      (d)  Owner is a corporation, and is organized and validly existing in
      good standing under the laws of the Commonwealth of Virginia; Owner has
      full power and authority to enter into and perform its obligations
      under this Agreement; the signing, delivery and performance of this
      Agreement have been duly authorized by all necessary action of Owner's
      board of directors and will not violate Owner's articles of
      incorporation or bylaws.

      (e)  None of the Collateral is, and Owner will not permit any of the
      Collateral to be, contaminated in excess of legal levels or the source
      of unlawful contamination of any other property, by any substance that
      is now or in the future regulated by or subject to any past, present,
      or future federal, state, local, or foreign law, ordinance, rule,
      regulation, or order that regulates or is intended to protect public
      health or the environment or that establishes liability for the
      investigation, removal, or cleanup of, or damage caused by, any
      environmental contamination, including, without limitation, any law,
      ordinance, rule, regulation, or order that regulates or prescribes
      requirements for air quality, water quality, or the disposition,
      transportation, or management of waste materials or toxic substances.
      Owner will store, operate and maintain the Collateral in compliance
      with all of those laws and regulations in all material respects.

      (f)  Owner's address set forth on the face of this Agreement is the
      location of Owner's sole place of business.

      (g)  Any part of the Collateral consisting of accounts or chattel
      paper does and will evidence bona fide sales or leases to the parties
      named in Owner's books, and no defense to any account or chattel paper
      does or will exist.

      4.   Agreements of Owner. Owner agrees that:

      (a)  Except for the Permitted Liens and purchase money security
      interest liens, Owner shall not cause or permit any lien, security
      interest, or encumbrance to be placed on any Collateral, except in
      favor of Secured Party. Owner shall not sell, assign, or transfer any
      Collateral or permit any Collateral to be transferred by operation of
<PAGE>
      law, except that, as long as there shall not have occurred an event of
      default as defined in this Agreement, Owner may sell inventory in the
      ordinary course of Owner's business. A sale in the ordinary course of
      business does not include a transfer in partial or complete
      satisfaction of a debt.

      (b)  Owner shall maintain all records concerning the Collateral at
      Owner's address appearing on the first page of this Agreement and will
      keep all tangible Collateral at the present location or locations of
      the Collateral.

      (c)  Owner shall furnish Secured Party with all information regarding
      the Collateral that Secured Party shall from time to time request
      (including without limitation, the names and addresses of Owner's
      account debtors and the amount owed by each) and shall allow Secured
      Party at any reasonable time to inspect the Collateral and Owner's
      records regarding the Collateral.

      (d)  Owner shall sign, file, record, or obtain from third persons, all
      financing statements, subordination agreements, and other documents,
      and take all other action, that Secured Party may consider necessary or
      appropriate to perfect, to continue perfection of, or to maintain first
      priority of, Secured Party's security interest in the collateral
      subject to the Permitted Liens and purchase money security interest
      liens, and Owner shall place upon the Collateral and/or documents
      evidencing the Collateral any notice of Secured Party's security
      interest that Secured Party may from time to time require.

      (e)  Secured Party may file a photocopy of this Agreement as a
      financing statement evidencing Secured Party's security interest in the
      Collateral.

      (f)  Owner shall immediately notify Secured Party in writing of any
      change in Owner's name, identity, or corporate structure, and of any
      change in the location of Owner's place of business and of the location
      of each additional place of business established by Owner.

      (g)  Owner shall indemnify Secured Party with respect to all losses,
      damages, liabilities, and reasonable expenses (including attorney fees)
      incurred by Secured Party by reason of any failure of Owner to comply
      with any of Owner's obligations under this Agreement or by reason of
      any warranty or representation made by Owner to Secured Party in this
      Agreement being false in any material respect.

      (h)  Secured Party may from time to time contact Owner's account
      debtors for the purpose of verifying the existence, amount, and
      collectibility of, and other information regarding, any part of the
      Collateral at any time consisting of accounts, chattel paper,
      instruments, or general intangibles.

      (i)  Owner shall maintain all tangible Collateral in good condition
      and repair, ordinary wear and tear excepted, and maintain fire and
      extended coverage insurance covering all tangible Collateral in the
      amounts and against the risks that is customarily maintained by similar
      businesses, or as Secured Party may reasonably request.  Each insurance
      policy shall provide that its proceeds shall be payable to Secured
      Party to the extent of Secured Party's interest in the Collateral and
<PAGE>
      that the policy shall not be canceled, and the coverage shall not be
      reduced, without at least 10 days' prior written notice by the insurer
      to Secured Party. Owner shall provide Secured Party with evidence of
      that insurance coverage. Owner agrees that Secured Party may act as
      agent for Owner in obtaining, adjusting, and settling that insurance
      and endorsing any draft evidencing proceeds of it.

      (j)  Owner shall pay, before they become delinquent, all taxes and
      assessments upon the Collateral or for its use or operation, and pay
      and perform when due all indebtedness and obligations under all leases,
      land contracts, or other agreements under which Owner has possession of
      any real property upon which any of the Collateral shall at any time be
      located and under any mortgage or mortgages at any time covering that
      real property.

      5.   Secured Party's Right to Perform.  If Owner fails to perform any
obligation of Owner under this Agreement, Secured Party may, without giving
notice to or obtaining the consent of Owner, perform that obligation on
behalf of Owner. (This may include, for example, obtaining insurance coverage
for Collateral, paying off liens on Collateral, or cleaning up environmental
contamination of, or caused by, Collateral.) Owner will reimburse Secured
Party on demand for any expense that Secured Party incurs in performing the
obligation and will pay to Secured Party interest on each expense, from the
date the expense was incurred by Secured Party, at an annual rate equal to
twelve percent (12%) per annum.  Secured Party is not required to perform an
obligation that Owner has failed to perform.  If Secured Party does so, that
will not be a waiver of Secured Party's right to declare the Indebtedness
immediately due and payable by reason of Owner's failure to perform.

      6.   Events of Default and Acceleration.  Any part or all of the
Indebtedness shall, at the option of Secured Party, become immediately due
and payable without notice or demand upon the occurrence of any event of
default under the Promissory Note dated March 17, 1997, made by ETS
International, Inc.

      7.   Secured Party's Rights and Remedies.  Secured Party shall have
all rights and remedies of a secured party under applicable laws. Without
limiting these rights and remedies:

      (a)  Upon the occurrence of an event of default, as defined in
      Paragraph 6 above, (i) without notice or demand to Owner, Secured Party
      shall be entitled to notify Owner's account debtors and obligors to
      make all payments directly to Secured Party, and Secured Party shall
      have the right to take all actions that Secured Party considers
      necessary or desirable to collect upon the Collateral, including,
      without limitation, prosecuting actions against, or settling or
      compromising disputes and claims with, Owner's account debtors and
      obligors, (ii) without notice or demand to Owner, Secured Party may
      receive, open, dispose of, and notify the postal authorities to change
      the address of, mail directed to Owner, and (iii) upon demand by
      Secured Party, Owner shall immediately deliver to Secured Party, at the
      place that Secured Party shall designate, all proceeds of the
      Collateral and all books, records, agreements, leases, documents, and
      instruments evidencing or relating to the Collateral.

      (b)  If all or any part of the Indebtedness is not paid at maturity,
      Owner, upon demand by Secured Party, shall deliver the Collateral and
      proceeds of Collateral to Secured Party at the place that Secured Party
      shall designate, and Secured Party may dispose of the Collateral in any
<PAGE>
      commercially reasonable manner. Any notification required to be given
      by Secured Party to Owner regarding any sale or other disposition of
      Collateral shall be considered reasonable if mailed at least 10 days
      before the sale or other disposition.

      (c)  If all or any part of the Indebtedness is not paid at maturity,
      Secured Party shall have the right (but no obligation) to continue or
      complete the manufacturing, or processing of, or other operations in
      connection with, any part of the Collateral, and, for that purpose, to
      enter and remain upon or in any land or buildings that are possessed by
      Owner or that Owner has the right to possess. Owner will reimburse
      Secured Party on demand for any reasonable expense that Secured Party
      incurs in connection with those activities and will pay to Secured
      Party interest on each expense, from the date the expense was incurred
      by Secured Party, at the rate specified in Paragraph 5 of this
      Agreement.

      (d)  The proceeds of any collection or disposition of Collateral shall
      be applied first to Secured Party's reasonable attorney fees and
      expenses, as provided in Paragraph 8 of this Agreement, and then to the
      Indebtedness, and Owner shall be liable for any deficiency remaining.

All rights and remedies of Secured Party shall be cumulative and may be
exercised from time to time.

      8.   Expenses.  Owner shall reimburse Secured Party on demand for all
reasonable attorney fees, legal expenses, and other expenses that Secured
Party incurs in protecting and enforcing its rights under this Agreement.
This includes fees and expenses incurred in trying to take possession of
Collateral from Owner, a trustee or receiver in bankruptcy or any other
person. Secured Party may apply any proceeds of collection or disposition of
Collateral to Secured Party's reasonable attorney fees, legal expenses, and
other expenses.

      9.   Amendments and Waivers.  No provision of this Agreement may be
modified or waived except by a written agreement signed by Secured Party. 
Secured Party will continue to have all of its rights under this Agreement
even if it does not fully and promptly exercise them on all occasions.
Secured Party may, at its option, waive any default; defer an action on any
default; extend or modify the time or manner of payment of the Indebtedness
or waive or modify any term or condition relating to the Indebtedness;
release Collateral or other security for the Indebtedness; release any person
liable for any of the Indebtedness, including any borrower or Guarantor; or
make advances or other extensions of credit secured by this Agreement; all
without giving Owner notice or obtaining Owner's consent. Any such action by
Secured Party will not release or impair its security interest in the
Collateral or Owner's obligations under this Agreement.  Secured Party's
security interest in the Collateral and Owner's obligations under this
Agreement will not be released or impaired if Secured Party fails to obtain,
perfect, or secure priority of any other security for the Indebtedness that
is agreed to be given, or is given, by anyone else. Secured Party is not
required to sue upon or otherwise enforce payment of the Indebtedness or any
other security before exercising its rights under this Agreement.

      10.  Notices.  Any notice to Owner or to Secured Party shall be
considered to be given if and when mailed, with postage prepaid, to the
respective address of Owner or Secured Party appearing on the first page of
this Agreement, or if and when delivered personally.
<PAGE>
      11.  Other.  In this Agreement, "maturity" of any of the Indebtedness
means the time when that Indebtedness has become due and payable, for
whatever reason (including, for example, acceleration due to default or
bankruptcy). This Agreement will be governed by, and interpreted according
to, Virginia law.

      12.  Binding Effect.  This Agreement shall be binding upon and inure
to the benefit of Owner and Secured Party and their respective successors,
and assigns.

           Owner and Secured Party have signed this Security Agreement as of
the date stated on the first page.

                                  ETS WATER AND WASTE
                                  MANAGEMENT, INC.
                                  (d/b/a Stamie F. Lyttle Company)

                                  By s/John D. McKenna
                                     ----------------------------
                                  Its CEO
                                     ----------------------------
                                                   "Owner"

                                  s/Thomas W. Marmon
                                  -------------------------------   
                                  Thomas W. Marmon, as Trustee of the
                                  Thomas W. Marmon Trust

                                             "Secured Party"
<PAGE>
                                                             Exhibit 4(c)

                            SECURITY AGREEMENT


      THIS SECURITY AGREEMENT is made as of March 17, 1997 by and between ETS
LINER, INC., (d/b/a Pipeliner Installers), a Virginia corporation, of 1401
Municipal Road, N.W., Roanoke, Virginia 24012 ("Owner"), and THOMAS W.
MARMON, as Trustee of the THOMAS W. MARMON TRUST, whose mailing address is
Thomas W. Marmon, Trustee of the Thomas W. Marmon Trust, c/o Ceres
Corporation 4390 Airwest Drive, S.E., Grand Rapids, Michigan 49512 ("Secured
Party");

      1.   Grant of Security Interest.  Owner grants to Secured Party a
continuing security interest in:

      all equipment (including vehicles), machinery and fixtures, wherever
      located, now owned and in the future acquired by Owner, and all chattel
      paper evidencing any past, present, or future leasing of the equipment,
      machinery or fixtures;

      all inventory, wherever located, now owned and in the future acquired
      by Owner, any and all bills of lading, warehouse receipts, and other
      documents of title evidencing inventory, any and all rights of stoppage
      in transit of inventory, and all chattel paper evidencing any past,
      present, or future leasing of inventory;

      all accounts, contract rights, chattel paper, instruments, and general
      intangibles, wherever located, now owned and in the future acquired by
      Owner;

together with (i) all proceeds of the foregoing, including, without
limitation, all cash, checks, drafts, accounts receivable, chattel paper,
leases, and instruments received by Owner in connection with any sale, lease,
exchange, or disposition of any of the foregoing, and (ii) all books, records
(including computer software), and documents at any time evidencing or
relating to any of the foregoing or any proceeds of the foregoing.  All of
the foregoing properties and assets of Owner are referred to collectively in
this Agreement as the "Collateral."

      2.   Indebtedness Secured.  The foregoing security interest is given
to secure payment and performance of the indebtedness and obligations owing
to Secured Party by Owner that are evidenced by the instruments, documents,
or agreements listed below, including any and all modifications, extensions,
and renewals of it.

Instrument, Document,
    or Agreement                             Date
--------------------                         ----

Guaranty signed by Owner                     March 17, 1997
and other corporations

           The indebtedness and obligations that are secured by this
security interest are collectively called the "Indebtedness."
<PAGE>
      3.   Warranties, Representations, and Agreements.  Owner warrants and
represents to, and agrees with, Secured Party as follows:

           (a)   Except for the permitted liens listed on Exhibit A (the
           "Permitted Liens"), Owner is the owner of the Collateral, and
           none of the Collateral is subject to any lien, security interest,
           encumbrance, or claim in favor of any third party, and no
           financing statement is on file in any public office covering any
           of the Collateral, except in favor of Secured Party.

           (b)   This Agreement is the valid and binding obligation of
           Owner, enforceable in accordance with its terms.

           (c)   All information that Owner has furnished or in the future
           furnishes to Secured Party concerning Owner or the Collateral,
           including, without limitation, all financial statements and all
           information concerning the condition, quality, or value of the
           Collateral, is and will be correct and complete in all material
           respects.

           (d)   Owner is a corporation, and is organized and validly
           existing in good standing under the laws of the Commonwealth of
           Virginia; Owner has full power and authority to enter into and
           perform its obligations under this Agreement; the signing,
           delivery and performance of this Agreement have been duly
           authorized by all necessary action of Owner's board of directors
           and will not violate Owner's articles of incorporation or bylaws.

           (e)   None of the Collateral is, and Owner will not permit any of
           the Collateral to be, contaminated in excess of legal levels or
           the source of unlawful contamination of any other property, by
           any substance that is now or in the future regulated by or
           subject to any past, present, or future federal, state, local, or
           foreign law, ordinance, rule, regulation, or order that regulates
           or is intended to protect public health or the environment or
           that establishes liability for the investigation, removal, or
           cleanup of, or damage caused by, any environmental contamination,
           including, without limitation, any law, ordinance, rule,
           regulation, or order that regulates or prescribes requirements
           for air quality, water quality, or the disposition,
           transportation, or management of waste materials or toxic
           substances. Owner will store, operate and maintain the Collateral
           in compliance with all of those laws and regulations in all
           material respects.

           (f)   Owner's address set forth on the face of this Agreement is
           the location of Owner's chief executive offices. Owner also has a
           place of business at the following address: 2551 N.W. 15th Court,
           Pompano Beach, Florida 33069.

           (g)   Any part of the Collateral consisting of accounts or
           chattel paper does and will evidence bona fide sales or leases to
           the parties named in Owner's books, and no defense to any account
           or chattel paper does or will exist.

      4.   Agreements of Owner. Owner agrees that:

           (a)   Except for the Permitted Liens and purchase money security
           interest liens, Owner shall not cause or permit any lien,
           security interest, or encumbrance to be placed on any Collateral,
<PAGE>
           except in favor of Secured Party. Owner shall not sell, assign,
           or transfer any Collateral or permit any Collateral to be
           transferred by operation of law, except that, as long as there
           shall not have occurred an event of default as defined in this
           Agreement, Owner may sell inventory in the ordinary course of
           Owner's business. A sale in the ordinary course of business does
           not include a transfer in partial or complete satisfaction of a
           debt.

           (b)   Owner shall maintain all records concerning the Collateral
           at Owner's address appearing on the first page of this Agreement
           and will keep all tangible Collateral at the present location or
           locations of the Collateral.

           (c)   Owner shall furnish Secured Party with all information
           regarding the Collateral that Secured Party shall from time to
           time reasonably request (including without limitation, the names
           and addresses of Owner's account debtors and the amount owed by
           each) and shall allow Secured Party at any reasonable time to
           inspect the Collateral and Owner's records regarding the
           Collateral.

           (d)   Owner shall sign, file, record, or obtain from third
           persons, all financing statements, subordination agreements, and
           other documents, and take all other action, that Secured Party
           may consider necessary or appropriate to perfect, to continue
           perfection of, or to maintain first priority of, Secured Party's
           security interest in the Collateral subject to the Permitted
           Liens and purchase money security interest liens, and Owner shall
           place upon the Collateral and/or documents evidencing the
           Collateral any notice of Secured Party's security interest that
           Secured Party may from time to time require.

           (e)   Secured Party may file a photocopy of this Agreement as a
           financing statement evidencing Secured Party's security interest
           in the Collateral.

           (f)   Owner shall immediately notify Secured Party in writing of
           any change in Owner's name, identity, or corporate structure, and
           of any change in the location of Owner's place of business and of
           the location of each additional place of business established by
           Owner.

           (g)   Owner shall indemnify Secured Party with respect to all
           losses, damages, liabilities, and reasonable expenses (including
           attorney fees) incurred by Secured Party by reason of any failure
           of Owner to comply with any of Owner's obligations under this
           Agreement or by reason of any warranty or representation made by
           Owner to Secured Party in this Agreement being false in any
           material respect.

           (h)   Secured Party may from time to time contact Owner's account
           debtors for the purpose of verifying the existence, amount, and
           collectibility of, and other information regarding, any part of
           the Collateral at any time consisting of accounts, chattel paper,
           instruments, or general intangibles.

           (i)   Owner shall maintain all tangible Collateral in good
           condition repair, ordinary wear and tear excepted, and maintain
<PAGE>
           fire and extended coverage insurance covering all tangible
           Collateral in the amounts and against the risks that is
           customarily maintained by similar businesses, or as Secured Party
           may reasonably request.  Each insurance policy shall provide that
           its proceeds shall be payable to Secured Party to the extent of
           Secured Party's interest in the Collateral and that the policy
           shall not be canceled, and the coverage shall not be reduced,
           without at least 10 days' prior written notice by the insurer to
           Secured Party. Owner shall provide Secured Party with evidence of
           that insurance coverage. Owner agrees that Secured Party may act
           as agent for Owner in obtaining, adjusting, and settling that
           insurance and endorsing any draft evidencing proceeds of it.

           (j)   Owner shall pay, before they become delinquent, all taxes
           and assessments upon the Collateral or for its use or operation,
           and pay and perform when due all indebtedness and obligations
           under all leases, land contracts, or other agreements under which
           Owner has possession of any real property upon which any of the
           Collateral shall at any time be located and under any mortgage or
           mortgages at any time covering that real property.

      5.   Secured Party's Right to Perform. If Owner fails to perform any
obligation of Owner under this Agreement, Secured Party may, without giving
notice to or obtaining the consent of Owner, perform that obligation on
behalf of Owner. (This may include, for example, obtaining insurance coverage
for Collateral, paying off liens on Collateral, or cleaning up environmental
contamination of, or caused by, Collateral.) Owner will reimburse Secured
Party on demand for any expense that Secured Party incurs in performing the
obligation and will pay to Secured Party interest on each expense, from the
date the expense was incurred by Secured Party, at an annual rate equal to
twelve percent (12%) per annum. Secured Party is not required to perform an
obligation that Owner has failed to perform. If Secured Party does so, that
will not be a waiver of Secured Party's right to declare the Indebtedness
immediately due and payable by reason of Owner's failure to perform.

      6.   Events of Default and Acceleration. Any part or all of the
Indebtedness shall, at the option of Secured Party, become immediately due
and payable without notice or demand upon the occurrence of any event of
default under the Promissory Note dated March 17, 1997, made by ETS
International, Inc.

      7.   Secured Party's Rights and Remedies. Secured Party shall have all
rights and remedies of a secured party under applicable laws. Without
limiting these rights and remedies:

           (a)   Upon the occurrence of an event of default, as defined in
           Paragraph 6 above, (i) without notice or demand to Owner, Secured
           Party shall be entitled to notify Owner's account debtors and
           obligors to make all payments directly to Secured Party, and
           Secured Party shall have the right to take all actions that
           Secured Party considers necessary or desirable to collect upon
           the Collateral, including, without limitation, prosecuting
           actions against, or settling or compromising disputes and claims
           with, Owner's account debtors and obligors, (ii) without notice
           or demand to Owner, Secured Party may receive, open, dispose of,
           and notify the postal authorities to change the address of, mail
           directed to Owner, and (iii) upon demand by Secured Party, Owner
<PAGE>
           shall immediately deliver to Secured Party, at the place that
           Secured Party shall designate, all proceeds of the Collateral and
           all books, records, agreements, leases, documents, and
           instruments evidencing or relating to the Collateral.

           (b)   If all or any part of the Indebtedness is not paid at
           maturity, Owner, upon demand by Secured Party, shall deliver the
           Collateral and proceeds of Collateral to Secured Party at the
           place that Secured Party shall designate, and Secured Party may
           dispose of the Collateral in any commercially reasonable manner.
           Any notification required to be given by Secured Party to Owner
           regarding any sale or other disposition of Collateral shall be
           considered reasonable if mailed at least 10 days before the sale
           or other disposition.

           (c)   If all or any part of the Indebtedness is not paid at
           maturity, Secured Party shall have the right (but no obligation)
           to continue or complete the manufacturing, or processing of, or
           other operations in connection with, any part of the Collateral,
           and, for that purpose, to enter and remain upon or in any land or
           buildings that are possessed by Owner or that Owner has the right
           to possess. Owner will reimburse Secured Party on demand for any
           reasonable expense that Secured Party incurs in connection with
           those activities and will pay to Secured Party interest on each
           expense, from the date the expense was incurred by Secured Party,
           at the rate specified in Paragraph 5 of this Agreement.

           (d)   The proceeds of any collection or disposition of Collateral
           shall be applied first to Secured Party's reasonable attorney
           fees and expenses, as provided in Paragraph 8 of this Agreement,
           and then to the Indebtedness, and Owner shall be liable for any
           deficiency remaining.

All rights and remedies of Secured Party shall be cumulative and may be
exercised from time to time.

      8.   Expenses. Owner shall reimburse Secured Party on demand for all
reasonable attorney fees, legal expenses, and other expenses that Secured
Party incurs in protecting and enforcing its rights under this Agreement.
This includes fees and expenses incurred in trying to take possession of
Collateral from Owner, a trustee or receiver in bankruptcy or any other
person. Secured Party may apply any proceeds of collection or disposition of
Collateral to Secured Party's reasonable attorney fees, legal expenses, and
other expenses.

      9.   Amendments and Waivers. No provision of this Agreement may be
modified or waived except by a written agreement signed by Secured Party.
Secured Party will continue to have all of its rights under this Agreement
even if it does not fully and promptly exercise them on all occasions.
Secured Party may, at its option, waive any default, defer an action on any
default; extend or modify the time or manner of payment of the Indebtedness
or waive or modify any term or condition relating to the Indebtedness;
release Collateral or other security for the Indebtedness; release any person
liable for any of the Indebtedness, including any borrower or Guarantor; or
make advances or other extensions of credit secured by this Agreement; all
without giving Owner notice or obtaining Owner's consent. Any such action by
Secured Party will not release or impair its security interest in the
Collateral or Owner's obligations under this Agreement. Secured Party's
security interest in the Collateral and Owner's obligations under this
<PAGE>
Agreement will not be released or impaired if Secured Party fails to obtain,
perfect, or secure priority of any other security for the Indebtedness that
is agreed to be given, or is given, by anyone else. Secured Party is not
required to sue upon or otherwise enforce payment of the Indebtedness or any
other security before exercising its rights under this Agreement.

      10.  Notices. Any notice to Owner or to Secured Party shall be
considered to be given if and when mailed, with postage prepaid, to the
respective address of Owner or Secured Party appearing on the first page of
this Agreement, or if and when delivered personally.

      11.  Other. In this Agreement, "maturity" of any of the Indebtedness
means the time when that Indebtedness has become due and payable, for
whatever reason (including, for example, acceleration due to default or
bankruptcy). This Agreement will be governed by, and interpreted according
to, Virginia law.

      12.  Binding Effect. This Agreement shall be binding upon and inure to
the benefit of Owner and Secured Party and their respective successors, and
assigns.

           Owner and Secured Party have signed this Security Agreement as of
the date stated on the first page.

                                        ETS LINER, INC.
                                        (d/b/a Pipeliner Installers)



                                        By s/John D. McKenna
                                           ---------------------------

                                          Its CEO
                                             -------------------------    

                                                                  "Owner"


                                        s/Thomas W. Marmon
                                        -------------------------------
                                        Thomas W. Marmon, as Trustee of the
                                        Thomas W. Marmon Trust

                                                          "Secured Party"
<PAGE>