EXHIBIT 10.11


                       SECOND AMENDMENT OF LOAN AGREEMENT


         THIS SECOND AMENDMENT OF LOAN AGREEMENT ("Agreement") is made and
entered into as of January 25, 1999, by and between SURREY, INC., ("Borrower"),
a Texas corporation, and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION ("Lender"), a
national banking association.


RECITALS:

         On or about April 8, 1998, Borrower and Lender entered into a Loan
Agreement providing for loans to be made to the Borrower for the purposes
provided for therein. Such Loan Agreement has previously been amended pursuant
to a First Amendment of Loan Agreement dated effective May 14, 1998. Such Loan
Agreement, as amended, is herein called the "Original Agreement".

         The Borrower and the Lender now desire to further amend the Original
Agreement in certain respects as hereinafter provided, to increase the revolving
line of credit loan under the Original Agreement, to provide for an additional
$400,000.00 advance/term loan and to modify certain other provisions of the
Original Agreement, all as more particularly set forth herein.

AGREEMENTS:

         For and in consideration of the premises and the mutual agreements
herein contained, the parties hereto agree as follows:

         (1) The following new definitions are hereby added to Paragraph 1 of
the Original Agreement:

                  "Debt Service Coverage Ratio shall mean as of any day that the
         Debt Service Coverage Ratio is being calculated, the ratio of EBITDA
         less cash taxes to the sum of (a) scheduled principal payments of
         Funded Indebtedness, (b) interest expense, and (c) dividends paid. All
         components of the Debt Service Coverage Ratio shall be computed for the
         Rolling Four Quarters as of such day and determined on a consolidated
         basis in accordance with GAAP, consistently applied.

                  "Phase I Construction Loan Agreement shall mean the
         Construction Loan Agreement dated April 8, 1998 between Borrower and
         Lender, which governs advances under the $2,300,000.00 Advance/Term
         Note.

                  Phase II Construction Loan Agreement shall mean the
         Construction Loan Agreement dated January 25, 1999 between Borrower and
         Lender, which governs advances under the $400,000.00 Advance/Term
         Note."

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         (2) The following definitions currently contained in Paragraph 1 of the
Original Agreement are hereby amended and restated to hereafter be and read as
follows:

                  "Advance/Term Note shall mean, collectively, the promissory
         notes of Borrower described in Paragraph 3 hereof, and any and all
         renewals, extensions, modifications, rearrangements and replacements
         thereof and any and all substitutions therefor.

                  Construction Loan Agreement shall mean, collectively, the
         Phase I Construction Loan Agreement and the Phase II Construction Loan
         Agreement, as the same may be amended, supplemented or restated.

                  Deed of Trust shall mean, collectively, (a) the Deed of Trust,
         Absolute Assignment of Rents, Security Agreement and Financing
         Statement dated on or about April 8, 1998 executed by Borrower, in
         favor of David L. Mendez, Trustee for the benefit of Lender, and (b)
         the Deed of Trust, Absolute Assignment of Rents, Security Agreement and
         Financing Statement dated on or about January 25, 1999 executed by
         Borrower, in favor of David L. Mendez, Trustee for the benefit of
         Lender, as the same may be amended, restated or supplemented from time
         to time.

                  Eligible Accounts shall mean, as at any date of determination
         thereof, Current Accounts Receivable created by Borrower (but only to
         the extent that such Current Accounts Receivable are Collateral
         hereunder and are subject to a first priority perfected Lien in favor
         of Lender) in the ordinary course of business arising out of the sale
         of goods or rendering of services by Borrower, which are and at all
         times shall continue to be acceptable to Lender in all respects.
         Standards of eligibility for Eligible Accounts may be fixed and revised
         from time to time solely by Lender in Lender's exclusive judgment. In
         general, without limiting the foregoing, an Eligible Account must
         comply with the following requirements: (a) the applicable account
         debtor is not a foreign country or any subdivision or agency or
         department thereof or located outside of the fifty (50) states of the
         United States or Puerto Rico, unless the applicable Current Account
         Receivable is insured or backed by credit insurance or a letter of
         credit in form and substance reasonably acceptable to Lender in all
         respects; (b) the applicable account debtor is not the United States of
         America or any of its agencies, departments, commissions, boards or
         bureaus or is not otherwise subject to the Federal Assignment of Claims
         Act; (c) the Account is subject to no Lien whatsoever, except for the
         Liens created pursuant to the Security Documents; (d) the Account has
         not arisen out of transactions with a Subsidiary, employee, officer,
         agent, director, stockholder, partner, trustee or other owner or holder
         of any indicia of equity rights (whether issued and outstanding capital
         stock, partnership interests or otherwise) of Borrower or any Affiliate
         of any such Person, (e) each of the representations and warranties set
         forth in the Security Documents with respect to such Account is true
         and correct in all material respects; (f) to the extent the total of
         the Eligible Accounts as reflected in Borrower's aging of Accounts is
         different from the total reflected in Borrower's general ledger, the
         lesser balance will be used as the total of Eligible Accounts, and (g)
         Lender has not deemed such Account ineligible because of Lender's
         reasonable belief in the uncertainty about the creditworthiness of the
         account debtor or because Lender otherwise reasonably considers the
         collateral value thereof to be impaired or its ability to realize such
         value to be insecure; provided, however, (a) if more than twenty
         percent (20%) of any account debtor's total Accounts with Borrower


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         remain unpaid for more than 90 days after the date of invoice, the
         total Accounts owed to Borrower by such account debtor shall be
         excluded from Eligible Accounts; (b) in the event that the aggregate
         Accounts owed to Borrower by any account debtor (other than Wal-Mart
         Stores, Inc. and any of its Affiliates or Bath & Body Works and any of
         its Affiliates) exceeds ten percent (10%) of the total Accounts owed to
         Borrower by all account debtors, the Accounts owed by such account
         debtor to Borrower in excess of such ten percent (10%) amount shall be
         excluded from Eligible Accounts; (c) in the event that the aggregate
         Accounts owed to Borrower by Wal-Mart Stores, Inc. and any of its
         Affiliates exceeds twenty-five percent (25%) of the total Accounts owed
         to Borrower by all account debtors, the Accounts owed by Wal-Mart
         Stores, Inc. and its Affiliates in excess of such twenty-five percent
         (25%) amount shall be excluded from Eligible Accounts; and (d) in the
         event that the aggregate Accounts owed to Borrower by Bath & Body Works
         and any of its Affiliates exceeds twenty-five percent (25%) of the
         total Accounts owed to Borrower by all account debtors, the Accounts
         owed by Bath & Body Works and its Affiliates in excess of such
         twenty-five percent (25%) amount shall be excluded from Eligible
         Accounts. In the event of any dispute under the foregoing criteria
         about whether an Account is or has ceased to be an Eligible Account,
         the decision of Lender shall be conclusive and binding. Nothing in this
         definition of "Eligible Accounts" shall be construed to limit or
         release any right of Lender to any Collateral.

                  Interest Payment Dates shall mean (a) for Base Rate
         Borrowings, the eighth (8th) day of each calendar month and, if any
         Base Rate Borrowing is converted to a LIBOR Rate Borrowing, the first
         day of the Interest Period applicable to such borrowing, and (b) for
         LIBOR Rate Borrowings, the eighth (8th) day of each calendar month, and
         at the end of each Interest Period in the event that any LIBOR Rate
         Borrowings are not rolled over to a successive Interest Period as a
         LIBOR Rate Borrowing.

                  Revolving Commitment shall mean the obligation of Lender under
         this Agreement to make Revolving Loans and incur Letter of Credit
         Liabilities in an aggregate principal amount at any one time
         outstanding up to (but not exceeding) $2,000,000.00."

         (3) The fifth (5th) sentence of Paragraph 2(a) of the Original
Agreement is hereby amended and restated in its entirety to hereafter be and
read as follows:

                  "The Revolving Loans shall be evidenced by the Revolving Note
         dated January 25, 1999 executed by Borrower, payable to the order of
         Lender in the original principal amount of $2,000,000.00.

         (4) The first (1st) sentence of Paragraph 2(b) of the Original
Agreement is hereby amended and restated in its entirety to hereafter be and
read as follows:

                  "Subject to the terms and conditions of this Agreement, and on
         the condition that the aggregate Letter of Credit Liabilities shall
         never exceed $750,000.00 at any one time outstanding, Borrower shall
         have the right to, in addition to the Revolving Loans, utilize the
         Revolving Commitment from time to time prior to the Maturity Date by
         obtaining the issuance of letters of credit for the account of Borrower
         and on behalf of Borrower (such


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         letters of credit, as any of them may be amended, supplemented,
         extended or confirmed from time to time, being herein collectively
         called the "Letters of Credit").

         (5) Paragraph 3 of the Original Agreement is hereby amended and
restated in its entirety to hereafter be and read as follows:

                  "3. Advance/Term Loans. Prior to the effective date of the
         Second Amendment of Loan Agreement which amends this Agreement, Lender
         has made advances under the Advance/Term Note dated April 8, 1998 in
         the face principal amount of $2,300,000.00, executed by the Borrower,
         payable to the order of the Lender (the "$2,300,000.00 Advance/Term
         Note"). No amounts remain to be advanced under the $2,300,000.00
         Advance/Term Note. The Lender agrees, subject to all of the terms and
         conditions of this Agreement (including Paragraph 8 hereof), to make
         additional Advance/Term Loans to Borrower at any time prior to July 25,
         1999, in an aggregate principal amount of no more than $400,000.00 for
         the purposes, upon the terms and conditions and subject to the
         limitations set forth in the Phase II Construction Loan Agreement. The
         additional $400,000.00 Advance/Term Loan shall be evidenced by the
         promissory note dated January 25, 1999 in the face principal amount of
         $400,000.00, executed by the Borrower, payable to the order of the
         Lender (the "$400,000.00 Advance/Term Note"). The $2,300,000.00
         Advance/Term Note and the $400,000.00 Advance/Term Note are herein
         collectively called the "Advance/Term Note". Both parties hereto agree
         that, except to the extent overridden by the applicable Construction
         Loan Agreement, the terms and conditions of this Agreement shall govern
         the Advance/Term Loans until payment in full of the amounts outstanding
         thereunder."

         (6) Paragraph 10(c)(3) of the Original Agreement is hereby amended and
restated in its entirety to hereafter be and read as follows:

                  "(3) a Debt Service Coverage Ratio of not less than 1.75 to
         1.00, to be tested for compliance as of the end of each calendar
         quarter on a Rolling Four Quarters basis."

         (7) Paragraph 11(a)(4) of the Original Agreement is hereby amended and
restated in its entirety to hereafter be and read as follows:

                  "(4) currently contemplated non-revolving Indebtedness of
         Borrower to Key Corporate Capital, Inc., or its affiliates or assignees
         or other equipment lessors, under equipment leases, in the aggregate
         amount of no more than $2,000,000.00, and all renewals and extensions
         (but not increases) thereof;"

         (8) There is hereby added a new Paragraph 11(j) of the Original
Agreement which shall read as follows:

                  "(j) Borrower will not make or incur Capital Expenditures
         exceeding $2,000,000.00, in the aggregate, in any 12-calendar month
         period."


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         (9) Exhibits A and C to the Original Agreement is hereby amended and
restated in its entirety to hereafter be in the form of Exhibit A and Exhibit B,
respectively, attached hereto and incorporated herein for all purposes.

         (10) Borrower represents and warrants that the representations and
warranties contained in Paragraph 9 of the Original Agreement and in the other
Loan Documents are true and correct in all material respects on and as of the
date thereof as though made on and as of such date. The Borrower hereby
certifies that no event has occurred and is continuing which constitutes an
Event of Default under the Original Agreement or any of the other Loan Documents
or which upon the giving of notice of the lapse of time or both would constitute
such an Event of Default.

         (11) The Borrower hereby ratifies and confirms that the Security
Agreement and the Deed of Trust executed by the Borrower are in full force and
effect, and since the Security Agreement and the Deed of Trust secure any and
all indebtedness of the Borrower to the Lender now or hereafter outstanding, it
secures all amounts outstanding under the Original Agreement, as amended hereby,
including without limitation, all amounts outstanding under the Revolving Loan,
as increased hereby, and under the Advance/Term Loan, as increased hereby.

         (12) Except as expressly amended hereby, the Original Agreement and the
other Loan Documents shall remain in full force and effect. The Original
Agreement, as hereby amended, and all rights and powers created thereby or
thereunder and under the other Loan Documents are in all respects ratified and
confirmed and remain in full force and effect.

         (13) Terms used herein which are defined in the Original Agreement or
in the other Loan Documents shall have the meanings therein ascribed to them.
The term "Loan Agreement" or "Credit Agreement" as used in the Original
Agreement, the other Loan Documents or any other instrument, document or writing
furnished to the Lender by the Borrower, when referring to the Original
Agreement, shall mean the Original Agreement as hereby amended.

         (14) This Agreement (a) shall be binding upon the Borrower and the
Lender and their respective successors and assigns (provided, however, that the
Borrower shall not assign his rights hereunder without the prior written consent
of the Lender); (b) may be modified or amended only by a writing signed by each
party; (c) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OR THE
STATE OF TEXAS AND THE UNITED STATES OF AMERICA; (d) may be executed in several
counterparts, and by the parties hereto on separate counterparts, constitute an
original agreement, and all such separate counterparts shall constitute but one
and the same agreement; and (e) embodies the entire agreement and understanding
between the parties with respect to the subject matter hereof and supersedes all
prior agreements, consents and understandings relating to such subject matter.


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                  NOTICE PURSUANT TO TEX. BUS. & COMM. CODE SS.26.02

         THIS AGREEMENT, THE ORIGINAL AGREEMENT AND ALL OTHER LOAN DOCUMENTS
EXECUTED BY ANY OF THE PARTIES TOGETHER CONSTITUTE A WRITTEN LOAN AGREEMENT
WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

                                         SURREY, INC.
                                         a Texas corporation


                                         By: /s/ Mark van der Hagen
                                            ------------------------------------
                                         Name: Mark van der Hagen
                                              ----------------------------------
                                         Title: Vice President Finance/CFO
                                               ---------------------------------


                                                                      "Borrower"


                                         CHASE BANK OF TEXAS,
                                         NATIONAL ASSOCIATION



                                         By: /s/ Cindy Matula
                                            ------------------------------------
                                         Name: Cindy Matula
                                              ----------------------------------
                                         Title: Senior Vice President
                                               ---------------------------------

                                                                        "Lender"

Attach:

Exhibit A - Amended Exhibit A to Original Agreement (Request for Credit Form)
Exhibit B - Amended Exhibit C to Original Agreement (Compliance Certificate)