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                                                                   EXHIBIT 10.12

                 FIRST AMENDMENT TO PRE-INCORPORATION AGREEMENT
                                    BETWEEN
                     SAMUEL SLAVENS AND INLAND ISLAND, INC.
                                      AND
                             FIBR-PLAST CORPORATION

1.       This is the First Amendment to that certain Pre-Incorporation Agreement
         between and among Samuel Slavens and Inland Island, Inc. ("Slavens
         Group") and Fibr-Plast Corporation ("Fibr-Plast").

2.       RECITALS: Whereas,

         2.1      Samuel Slavens and Inland Island, Inc. ("Slavens Group") and
                  Fibr-Plast Corporation ("Fibr-Plast") entered into a certain
                  Pre-Incorporation Agreement ("Agreement"), effective August
                  29, 2001.

         2.2      Such contract provided - among other things - that Slavens
                  Group would receive certain capital stock, common series, from
                  Fibr-Plast, as follows:

                  Once Slavens Group has constructed, completed and equipped a
                  manufacturing facility as herein contemplated, then Fibr-Plast
                  shall issue to Slavens Group 300,000 shares of Fibr-Plast
                  common stock. Additionally, 12 months after such date,
                  Fibr-Plast shall issue to Slavens Group an additional 300,000
                  shares of Fibr-Plast common stock assuming the continued
                  compliance with the terms hereof by Slavens Group. Further,
                  Fibr-Plast shall deliver options to Slavens Group to purchase
                  250,000 shares of Fibr-Plast at $0.25 per share, to be
                  exercised within three years from the date of such option,
                  subject only to the continued compliance of Slavens Group with
                  the terms hereof.

         2.3      That certain conditions and circumstances have changed which
                  make it necessary to amend the Agreement with respect to the
                  issuance of stock, the rights of the parties and certain
                  additional consideration from Fibr-Plast to Slavens Group.


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         2.4      AND, Whereas, these parties have agreed upon the consideration
                  for, terms and conditions of such modification, all as such
                  are hereafter described.

3.       CONSIDERATION. The consideration for this First Amendment includes the
         sum of $1.00 cash in hand paid by each of these parties to the other,
         the receipt of which is hereby acknowledged, and the additional
         consideration of those representations, undertakings, commitments,
         releases and covenants hereafter given and exchanged.

4.       FIBR-PLAST ISSUANCE OF STOCK TO SLAVENS GROUP. Paragraph 6.9 of the
         Agreement is canceled and is amended by the terms and provisions
         hereof.

5.       NEW TERMS OF STOCK ISSUANCE AND CASH PAYMENTS. Relying upon the
         representations made by Slavens Group (separately hereafter described),
         Fibr-Plast shall now issue the following capital stock, common series,
         to Slavens Group:

         5.1      300,000 shares of Fibr-Plast stock [in lieu of 600,000 shares
                  of stock earlier issued for Slavens Group]; and,

         5.2      Options for an additional 300,000 shares, at $1.00 per share,
                  to be issued within twenty-four (24) months after TJS Plastics
                  has first had three (3) consecutive months of positive
                  earnings; and,

         5.3      Additionally, Fibr-Plast shall now pay to Slavens Group the
                  cash sum of $30,000.00, the receipt of which is hereby
                  acknowledged as further consideration owing hereunder; and,

         5.4      On or before September 1, 2002, the additional sum of
                  $70,000.00.

         5.5      The verbal agreement earlier made between Slavens Group and
                  Fibr-Plast as to the issuance of 600,000 shares is modified by
                  the foregoing. The only obligation of Fibr-Plast to issue
                  stocks shall be as above described.

6.       RESTRICTIONS ON STOCK. The foregoing stock being issued to Slavens
         Group shall be subject to Slavens Group's full compliance with all of
         the commitments, undertakings, promises and covenants contained in the
         Agreement. This includes -- but is not necessarily limited to -- all of
         the representations ("Representations") hereafter set forth being now
         true and being true for the


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         duration of the Agreement and this First Amendment. Slavens Group shall
         not have the right to mortgage, encumber, pledge, sell, transfer or
         assign such stock until (a) Slavens Group shall have first fully met
         all of its obligations under the Agreement and First Amendment, or (b)
         the 1st day of April, 2002, whichever shall be the earlier. If for any
         reason Slavens Group shall fail to perform its said obligations as
         aforesaid, then Fibr-Plast shall be entitled to cancel such stock and
         recover it from escrow.

7.       STOCK LEGEND. Each of said shares shall bear the following legends:

         [On the front side] These shares are subject to the restrictions and
         limitations shown on the reverse side hereof.

         [Reverse side] These shares of stock cannot be encumbered, transferred
         or assigned until (a) April 1, 2002 or (b) that earlier date when
         Fibr-Plast shall certify in writing that Slavens Group has fully met
         all conditions and requirements of the Agreement and of the First
         Amendment.

8.       REPRESENTATIONS AND PERFORMANCE BY SLAVENS GROUP.

         8.1      (Representations by Slavens).

                  8.1.1    Slavens represents that he has acquired a plant
                           facility which equals or exceeds that described by
                           the Agreement and which is in fact suitable for the
                           manufacture of the Fibr-Plast(C) product line and
                           additionally office, warehousing and storage areas,
                           patents covering Fibr-Plast or related products
                           and/or procedures for manufacturing products.

                  8.1.2    Slavens represents that he has invested an equity
                           amount in such plant facility which equals or exceeds
                           that required by the Agreement, and subject to the
                           following:

<Table>
<S>                                         <C>
                  Plant cost                $235,000;

                  Equity down payment       $ 20,000;

                  Original total mortgage   $215,000;
</Table>


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<PAGE>
<Table>
<S>                                          <C>
Monthly mortgage payment                     $     1,909;
                                             -----------
Mortgage balance as of 12/31/2001            $192,089.36;
                                             -----------
Total escrow [if any]                        $         0;
                                             -----------
In hands of mortgage holder as of
12/31/2001                                   $         0;
                                             -----------
Deferred or delinquent amount owed
[if any] to mortgage holder                  $         0;
                                             -----------
Second Mortgage                              $         0;
                                             -----------
Additional Loans                             $   245,000;
                                             -----------
                                                                    BAL
Equipment Lease Payments                     $  2,806.72/month;  ($101,041.92)
                                             -----------
Real Estate Taxes                            $  1,152.42;
                                             -----------
Personal Property Taxes                      $          ; and
                                             -----------
Income Taxes                                 $
                                             -----------
</Table>

                  8.1.3    Separate from the real estate above described Slavens
                           Group represents that they have further modified the
                           plant (including structure, equipment and machinery),
                           to allow for the expansion of manufacturing
                           capabilities and products;

                  8.1.4    Slavens Group has acquired additional equipment and
                           machinery in the plant beyond that originally
                           contemplated in the Agreement;

                  8.1.5    Slavens Group has done research to develop an
                           improved formula and mixture of certain of the
                           Fibr-Plast products;

                  8.1.6    Slavens Group has solicited letters of intent from
                           prospective dealers (i.e.: fencing companies); and,


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                  8.1.7    By developing and entering into an amended option
                           with Fibr-Plast for the sale of the plant and
                           facilities (as such is separately hereafter set
                           forth).

         8.2      (TJS Plastics Stock of Slavens Group). Slavens Group
                  represents that its stock and interest in TJS Plastics is now
                  free, clear and unencumbered and the same will be free, clear
                  and unencumbered during the term of this First Amendment and
                  the option given by Slavens Group to Fibr-Plast in these
                  agreements.

         8.3      (Transfers to TJS Plastics). Notwithstanding anything else
                  herein, Slavens Group shall now transfer all assets
                  and liabilities in the manufacturing facility which are herein
                  described, either specifically or otherwise, to TJS Plastics
                  in exchange for a full, undivided one-half (1/2) of TJS
                  Plastics capital stock. At that time, Slavens Group shall have
                  satisfied the provisions of Section 9 above.

9.       CLOSING. At closing, the following documents shall be prepared, signed
         and exchanged;

                                   [BY BOTH]

         9.1      An agreed closing statement, covering all of the credits and
                  debits due by each party to the other. Oklahoma law shall
                  control as to documentary stamps and the practices and
                  procedures of business closings shall control as to the
                  allocation and payment of any necessary abstracting, filing
                  fees, curative documents and of assignments and transfers.

         9.2      Such disclosures and declarations by Seller and Buyer as shall
                  then be required by controlling law.

         9.3      Minutes of such meetings of shareholders and of directors of
                  TJS Plastics as shall be necessary to approve all loans and to
                  disclose actions of Samuel Slavens properly done on behalf of
                  TJS Plastics, to accept his resignation as an officer and
                  director of TJS Plastics and to elect such successors as shall
                  be designated by Fibr-Plast.

                                   [BY SELLER]

         9.4      A statutory bill of sale as to any personal property then
                  owned by or titled in Slavens Group [as opposed to TJS
                  Plastics];

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         9.5      A statutory general warranty deed covering all real property
                  and improvements which is then owned by Slavens Group [as
                  opposed to TJS Plastics], provided, however, the agreed
                  exception thereto shall be the mortgage balance brought
                  current on such real property and improvements and the
                  installment balance brought current on any personal property
                  financed by Slavens Group with the joint approval of these
                  parties;

         9.6      An affidavit as to labor and materials, which shall state in
                  substance that Slavens Group has not contracted for nor
                  allowed any third party to add any labor and/or materials to
                  the real property and improvements either for their
                  maintenance or improvement which has not been fully paid
                  or -- contrary wise -- to disclose any such unpaid
                  obligations.

         9.7      Any delinquent amounts owing on any accepted real estate
                  mortgage or purchase money obligation for machinery and
                  equipment (which represents prior obligations not timely paid)
                  shall be deducted from the monies owing to Seller. In this
                  connection, Buyer will take title to the real property and
                  improvements and also to the personal property subject to all
                  proper and agreed mortgages, liens and encumbrances. Within
                  this connection, Seller at closing shall deliver a full
                  receipt and release for payment of the agreed purchase price
                  in exchange for the appropriate payment from Buyer. The
                  current balances owing on such real estate mortgage and
                  purchase money security interests shall be assumed by TJS
                  Plastics.

         9.8      Assignments by Slavens Group to Fibr-Plast of any and all
                  easements, rights of way, prepaid insurance, maintenance
                  agreements, servicing agreements, utility deposits, licenses,
                  permits, or the like, which have been obtained during and used
                  during the term of the Agreement, whether by TJS Plastics or
                  Slavens Group.

         9.9      An unconditional release by Samuel Slavens, Inland Island,
                  Inc. and its shareholders, directors and officers, of any
                  claims or causes of action for salary, wages, compensation,
                  reimbursement, personal injury, property damage or other
                  claims of any nature based upon contract, quasi-contract or
                  tort.



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                                   [BY BUYER]

         9.10     Such documents as shall be reasonably necessary for Buyer to
                  become jointly liable with TJS Plastics to any record real
                  estate holder or the holder of any purchase money security
                  interest for the brought-current balances owed; provided, that
                  Fibr-Plast shall not be required to pay any sums required by
                  such creditors for any transfer of the obligations,
                  documentation fees or like charges. The sole obligation of
                  Fibr-Plast is to be added as a co-obligor if such is
                  absolutely necessary to obtain the release of Slavens Group
                  therefrom.

10.      TJS CORPORATE MEETINGS. The initial and organizational meeting of
         subscribers and shareholders and the initial and organizational meeting
         of the Board of Directors of TJS Plastics shall be held at 4:30 p.m. on
         Friday, January 4, 2002, at the offices of TJS Plastics. At that time,
         the parties shall elect four (4) directors, two of whom shall be
         selected from Fibr-Plast management and two of whom shall be selected
         from Slavens Group management. The initial meeting of the Board of
         Directors shall then elect a chairman of the Board, president, vice
         president, secretary and treasurer. Such other acts as are necessary,
         usual and customary shall also be done at these meetings.

11.      RECORDS AND ACCESS TO RECORDS. Following Fibr-Plast's exercise of its
         option as aforesaid, Fibr-Plast shall make available to Slavens Group
         during normal business hours and upon reasonable notice all of the
         books and records of TJS Plastics to and through the date of closing
         for Slavens Group to review and copy in connection with any tax audit,
         tax review or the like by either Federal or State tax authorities.

12.      MISCELLANEOUS.

         12.1     (Cancellation of Letter Notice). Slavens Group herewith
                  rescinds and cancels the Letter Notice dated September 12,
                  2001, and reaffirms the Pre-Incorporation Agreement and this
                  First Amendment as the binding agreements between these
                  parties.

         12.2     (Access to Facilities). Slavens Group will provide not less
                  than three (3) offices at the plant for the officers of
                  Fibr-Plast and also the officers of Fibr-Plast will have full
                  access to the plant and facilities. This includes but is not
                  limited to furnishing keys to the plant and facilities.


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         12.3     (Closing). The closing shall be held at 11:00 o'clock a.m., on
                  the 10th business day following that on which the purchase
                  price shall be resolved and agreed upon or on any other agreed
                  date, either at the offices of Freese & March, 4510 E. 31st
                  Street, Tulsa, Oklahoma or at the offices of that lender (if
                  any) being utilized by Fibr-Plast in funding its exercise of
                  this option.

         12.4     (Interpretation). The captions on the various provisions are
                  for convenience only and this entire agreement shall be
                  construed as a whole. If any provision shall be determined to
                  be invalid or ineffective, then this agreement shall be
                  interpreted to otherwise give maximum effect to the intent of
                  these parties.

         12.5     (Future Disputes). If either party hereto shall hereafter
                  bring any action to interpret this contract or enforce any
                  rights owing hereunder, then the prevailing party in such
                  litigation shall additionally be entitled to recover
                  reasonable attorney fees and court costs.

         12.6     (Parties Covered). This First Amendment covers all of the
                  aforesaid parties, together with their respective successors,
                  assigns and for individual signatories, their personal
                  representatives, heirs and beneficiaries.

         12.7     (Controlling Law and Forum Selection). This contract is
                  entered into in Tulsa County, and shall be construed under the
                  laws of Oklahoma. Any litigation as to this contract must be
                  had either in the Federal or State courts in Tulsa County,
                  Oklahoma.

         12.8     (Authority of Signatories). By signing this Agreement, each
                  signatory represents that he or she has all of the requisite
                  authority to sign this agreement and to bind the corporate
                  entity for which he or she is signing. Each corporation which
                  is a signatory herein represents that there are no judgments,
                  pending suits or known impending litigation which would either
                  prohibit or interfere with that corporate entity's full
                  performance of all undertakings herein. In this connection,
                  Fibr-Plast is making a public offering of stock and any
                  related restrictions that are not covered by the foregoing
                  representation.





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         12.9     (Effective Date). Notwithstanding the date or dates of
                  execution hereof, the effective date of this First Amendment
                  shall be as of 12th day of December, 2001.


                                                /s/ SAMUEL SLAVENS
                                                --------------------------------
                                                SAMUEL SLAVENS


                                                INLAND ISLAND, INC.


                                            By: /s/ SAMUEL SLAVENS
                                                --------------------------------
                                                Samuel Slavens, President


                                                FIBR-PLAST CORPORATION


                                          ( By: /s/ THOMAS WATSON, PRESIDENT
                                          (     --------------------------------
                                          (     Thomas Watson, President
                                          (
                                          (
                                          ( By: /s/ JOSEPH FRANCELLA, EXEC. V.P.
                                          (     --------------------------------
                                          (     Joseph Francella, Executive Vice
                                          (      President
                                          (
                                          (
                                          ( By: /s/ TONY R. FELITSKY, SR. V.P.
                                          (     --------------------------------
                                          (     Tony R. Felitsky, Senior Vice
                                          (      President



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