<PAGE>

                                                           EXHIBIT 4.19

               SUBSIDIARIES' COPYRIGHT SECURITY AGREEMENT

          SUBSIDIARIES' COPYRIGHT SECURITY AGREEMENT, dated as of December 11,
1997, made by each corporation identified in Schedule A hereto (each such
entity, a "Grantor"), in favor of STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company, as trustee (in such capacity, the "Trustee") for
holders of the Notes (as hereinafter defined) (the "Noteholders"), pursuant to
the Indenture, dated as of December 11, 1997 (as amended, supplemented or
otherwise modified from time to time, the "Indenture"), among RBX Corporation,
a Delaware corporation, as issuer (the "Company"), Groendyk Manufacturing
Company, Inc., Hoover-Hanes Rubber Custom Mixing Corp., Midwest Rubber Custom
Mixing Corp., OleTex Inc., Rubatex Corporation, Universal Polymer & Rubber
Inc., Universal Rubber Company and Waltex Corporation, as guarantors (the
"Subsidiary Guarantors"), and the Trustee.

                                  WITNESSETH

          WHEREAS, the Company will issue 12% Senior Secured Notes due 2003 in
the  aggregate principal amount of $100,000,000 (the "Notes") pursuant to the
Indenture;

          WHEREAS, it is a requirement of the Indenture that each Grantor
guarantees payment and performance of the Company's obligations under the
Indenture, the Notes and the other Collateral Documents (as defined);

          WHEREAS, in satisfaction of such condition, each Grantor has entered
into a Subsidiary Guarantee of even date herewith (as amended, supplemented or
otherwise modified from time to time, the "Subsidiary Guarantees") for the
benefit of the Trustee and the Noteholders;

          WHEREAS, each Grantor has executed and delivered the Subsidiaries'
Security Agreement, of even date herewith (as amended, supplemented or
otherwise modified from time to time, the "Subsidiaries' Security Agreement"),
in favor of the Trustee for the benefit of the Noteholders;

          WHEREAS, each Grantor owns, or is licensed to use, the Copyrights
and Copyright Licenses (each as hereinafter defined) described on  Schedule I
hereto;

          WHEREAS, pursuant to the terms of the Subsidiaries' Security
Agreement, each Grantor has mortgaged, pledged and granted to the Trustee, for
the benefit of the Trustee and the Noteholders, a security interest in all
right, title and interest of each Grantor in, to and under the Collateral (as
hereinafter defined), including the property described on Schedule 1 hereto,
whether presently existing or hereafter arising or acquired, and all Proceeds
thereof, including, without limitation, any and all causes of action which may
exist by reason of infringement thereof for the full term of the Copyrights,
to secure the payment of the Obligations (as hereinafter defined);

          WHEREAS, for convenience of reference and recordation, but with no
intention to supersede the terms of the Subsidiaries' Security Agreement, the
parties hereto have entered into this Copyright Security Agreement; and

          WHEREAS, it is a further requirement of the Indenture that each
Grantor shall have executed and delivered this Copyright Security Agreement to
the Trustee for the benefit of the Trustee and the Noteholders.

          NOW, THEREFORE, in consideration of the premises, each Grantor
hereby agrees with the Trustee, for the benefit of the Trustee and the
Noteholders, as follows:
<PAGE>

          1.     Defined Terms.

          (1)     Unless otherwise defined herein, terms defined in the
Indenture and used herein shall have the meanings given to them in the
Indenture and the following terms, which are defined in the Uniform Commercial
Code in effect in the State of New York on the date hereof, are used herein as
so defined: Accounts, Chattel Paper, Documents, Equipment, General
Intangibles, Goodwill, Instruments, Inventory and Proceeds.

          (2)     The following terms shall have the following meanings:

               "Closing Date":  the date of the Indenture.

               "Code":  the Uniform Commercial Code as from time to time in
effect in the State of New York.

               "Collateral":  as defined in Section 2 of this Copyright
Security  Agreement.

               "Copyrights":  all of the following to the extent that each
Grantor now or hereafter has any right, title or interest therein:  (i) all
United States copyrights in all Works, whether published or unpublished, now
existing or hereafter created or acquired, including, without limitation, the
copyrights in the Works listed in Schedule I hereto, all registrations and
recordings thereof, and all applications in connection therewith, including,
without limitation, registrations, recordings and applications in the United
States Copyright Office, and (ii) all renewals thereof.

               "Copyright Licenses":  any agreement, whether written or oral,
naming each Grantor as licensor or licensee, granting any right under any
Copyright, including, without limitation, the agreements described in Schedule
1 hereto.

               "Copyright Security Agreement":  this Subsidiaries' Copyright
Security Agreement, as the same may be amended, supplemented or otherwise
modified from time to time.

               "Governmental Authority":  any nation or government, any state
or other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

               "Material Adverse Effect":  a material adverse effect on (a)
the business, assets, operations, property or condition (financial or
otherwise) of the Company and the Subsidiary Guarantors, taken as a whole, (b)
the ability of the Company or any of the Subsidiary Guarantors, to perform
their respective obligations under the Indenture, the Notes, the Subsidiary
Guarantees, the Registration Rights Agreement and the Collateral Documents,
(c) the validity or the enforceability of the Indenture, the Notes, the
Subsidiary Guarantees, the Registration Rights Agreement or the Collateral
Documents or (d) the rights or remedies of the Trustee, for the benefit of the
Trustee and the Noteholders, hereunder or thereunder.

                                       2
<PAGE>

               "Obligations":  as defined as "Guarantee Obligations" in the
Indenture.

               "RBX Parties":  the Company, the Subsidiary Guarantors and any
new Subsidiary complying with Section 4.14 of the Indenture; individually, a
"RBX Party."

               "Requirement of Law":  as to any Person, the certificate of
incorporation and by-laws or other organizational or governing documents of
such Person, and any law, treaty, rule or regulation or determination or an
arbitrator or a court of other Governmental Authority, in each case applicable
to or binding upon such Person or any of its material property (including the
properties subject to the Mortgages and Deeds of Trust) or to which such
Person or any of its material property is subject.

               "Work":  any work which is subject to copyright protection
pursuant to Title 17 of the U.S. Code.

          2.     Security Interest.

                  (1)     Grant of Security Interest.  As collateral security
        for the prompt and complete payment and performance when due (whether
        at the stated maturity, by acceleration or otherwise) of the
        Obligations, each Grantor hereby grants to the Trustee for the benefit
        of the Trustee and the Noteholders, and their successors and assigns,
        a security interest in all of the following property now owned or at
        any time hereafter acquired by such Grantor or in which such Grantor
        now has or at any time in the future may acquire any right, title or
        interest (collectively, the "Collateral"):

                          (1)     all Copyrights;

                          (2)     all Copyright Licenses;

                          (3)     all General Intangibles relating to
                Copyrights and Copyright Licenses; and

                          (4)     to the extent not otherwise included, all
                Proceeds and products of any and all of the foregoing,

               to have and to hold, together with all rights, titles,
interests, powers, privileges and preferences pertaining or incidental thereto
for the benefit of the Noteholders.

                  (2)     No Assumption of Liability.  The security interest
        in the Collateral is granted as security only and shall not subject
        the Trustee to, or in any way alter or modify, any obligation or
        liability of any Grantor with respect to or arising out of the
        Collateral.

          3.     Representations and Warranties.  Each Grantor hereby
represents and warrants that:

                                       3
<PAGE>

                  (1)     Copyrights.  Schedule 1 hereto includes all
        registered U.S. Copyrights owned by each Grantor on the date hereof
        and all other Copyrights and Copyright Licenses in Works owned by each
        Grantor as of the date hereof which are material to the business of
        the Company and its Subsidiaries, taken as a whole.  To the best of
        each Grantor's knowledge, each Copyright is valid, subsisting,
        unexpired, enforceable and has not been abandoned, except to the
        extent that the failure to be valid, subsisting, unexpired or
        enforceable or the abandonment thereof would not be reasonably likely
        to have a Material Adverse Effect.  Except as set forth in Schedule I,
        none of such Copyrights is the subject of any licensing or franchise
        agreement.  No holding, decision or judgment has been rendered by any
        Governmental Authority which would limit, cancel or question the
        validity of any Copyright except for such holdings, decisions or
        judgments that would not be reasonably likely to have a Material
        Adverse Effect.  No action or proceeding is pending seeking to limit,
        cancel or question the validity of any Copyright which, if adversely
        determined, would be reasonably likely to have a Material Adverse
        Effect.

                  (2)     Chief Executive Office.  As of the Closing Date,
        each Grantor's chief executive office and chief place of business is
        located at 5221 ValleyPark Drive, Roanoke, VA 24019.

          4.     Covenants. Each Grantor covenants and agrees with the Trustee
and the Noteholders that, from and after the date of this Copyright Security
Agreement until the payment in full or Legal Defeasance of all principal of,
interest on, premium, if any, and Liquidated Damages, if any, with respect to
the Notes and any other Obligations for the payment of money then due and
owing to any Noteholder or the Trustee under the Indenture or any Collateral
Document:

                  (1)     Further Documentation.  At any time and from time to
        time, upon the written request of the Trustee, and at the sole expense
        of each Grantor, each Grantor will promptly and duly execute and
        deliver such further instruments and documents and take such further
        action as the Trustee may reasonably request for the purpose of
        obtaining or preserving the full benefits of this Copyright Security
        Agreement and of the rights and powers herein granted.

                                       4
<PAGE>

                  (2)     Indemnification.

                          (1)     Each Grantor agrees to pay, and to save the
                Trustee and the Noteholders harmless from, any and all
                liabilities, costs and expenses (including, without
                limitation, legal fees and expenses) (1) with respect to, or
                resulting from any delay in paying, any and all excise, sales
                or other taxes that may be payable or determined to be payable
                with respect to any of the Collateral, (2) with respect to, or
                resulting from, any delay in complying with any Requirement of
                Law applicable to any of the Collateral and (3) in connection
                with any of the transactions contemplated by this Copyright
                Security Agreement.  In any suit, proceeding or action brought
                by the Trustee or any Noteholder for any amount owed, each
                Grantor will save, indemnify and keep the Trustee and such
                Noteholder harmless from and against all expense, loss or
                damage suffered by reason of any defense, setoff,
                counterclaim, recoupment or reduction or liability whatsoever
                of the account debtor or obligor thereunder, arising out of a
                material breach by such Grantor of any obligation thereunder
                or arising under any other agreement, indebtedness or
                liability at any time owing to or in favor of such account
                debtor or its successors from such Grantor.  The Trustee may
                have separate counsel and the Grantors shall pay the
                reasonable fees and expenses of such counsel.  The Grantors
                need not pay for any settlement made without their consent,
                which consent shall not be unreasonably withheld.

                          (2)     Before the Trustee acts or refrains from
                acting, it may require an Officers' Certificate or an Opinion
                of Counsel or both.  The Trustee shall not be liable for any
                action it takes or omits to take in good faith in reliance on
                such Officers' Certificate or Opinion of Counsel.  The Trustee
                may consult with counsel and the written advice of such
                counsel or any Opinion of Counsel shall be full and complete
                authorization and protection from liability in respect of any
                action taken, suffered or omitted by it hereunder in good
                faith and in reliance thereon.

          (3)     Copyrights.

                          (1)     Each Grantor (either itself or through
                licensees) will, to the extent consistent with its business
                judgment, (A) employ the appropriate notice of copyright for
                each published Work subject to copyright protection to the
                extent necessary to protect the Copyrights relating to such
                Work and (B) not (and not permit any licensee or sublicensee
                thereof to) do any act or knowingly omit to do any act whereby
                any Copyright material to the business of the Company and its
                Subsidiaries taken as a whole may become invalidated.

                          (2)     Each Grantor will notify the Trustee of any
                determination by a court or tribunal in the country where a
                Copyright is registered or Copyright application is pending
                that such Grantor does not own all right, title and interest
                to the registered Copyright or Copyright application, or of
                any other determination of such court or tribunal relating to
                any registered Copyright or Copyright application which would
                be reasonably likely to have a Material Adverse Effect,
                provided that such Grantor has actual notice of such
                determination.

                                       5
<PAGE>

                          (3)     On the last Business Day of each calendar
                year of each Grantor following the Closing Date (or, if the
                Trustee reasonably so requests in writing, at such other
                times), each Grantor shall provide to the Trustee a document
                confirming the Trustee's security interest (for the benefit of
                the Trustee and the Noteholders) in the Copyright with respect
                to each Work for which such Grantor has registered its
                Copyright during such calendar year (or such other applicable
                period), duly executed and in proper form for filing in the
                Copyright Office or other applicable United States
                Governmental Authority.  Upon the reasonable request of the
                Trustee, each Grantor shall execute and deliver any and all
                additional agreements, instruments, documents, and papers as
                the Trustee may reasonably request to evidence the Trustee's
                security interest (for the benefit of the Trustee and the
                Noteholders) in such Copyright, and the Goodwill, Proceeds and
                General Intangibles, if any, of such Grantor related thereto
                or represented thereby, and each Grantor hereby constitutes
                the Trustee its attorney-in-fact to file all such writings for
                the purpose of so evidencing the Trustee's security interest
                (and the Trustee agrees to notify each Grantor that any such
                filing has been made, provided that any failure to so notify
                any Grantor shall in no event invalidate any such actions by
                the Trustee), all lawful acts of such attorney-in-fact being
                hereby ratified and confirmed; such power being coupled with
                an interest is irrevocable until the Obligations are paid in
                full and have been terminated.

                          (4)     Each Grantor will take all reasonable and
                necessary steps, as it shall deem appropriate under the
                circumstances in the exercise of its reasonable business
                judgment, (A) to maintain and pursue each application filed
                (and to obtain the relevant registration) and (B) to maintain
                to the extent permitted by law each registration of each
                Copyright owned by each Grantor, including, without
                limitation, in each case where appropriate, filing of
                applications for renewal.

                          (5)     Each Grantor will promptly notify the
                Trustee of any material infringement of any Copyright material
                to the business of the Company and its Subsidiaries, taken as
                a whole, owned by it of which it becomes aware and will take
                such actions as it shall reasonably deem appropriate under the
                circumstances to protect such Copyright.

          5.     Limitation on Duties Regarding Preservation of Collateral.
The Trustee's sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section 9-207 of the
Code or otherwise, shall be to deal with it in the same manner as the Trustee
deals with similar property for its own account. Neither the Trustee, any
Noteholder, nor any of their respective directors, officers, employees or
agents shall be liable for failure to demand, collect or realize upon all or
any part of the Collateral or for any delay in doing so or shall be under any
obligation to sell or otherwise dispose of any Collateral upon the request of
each Grantor or any other Person.

          6.     Severability.  Any provision of this Copyright Security
Agreement which is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the

                                       6
<PAGE>

extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.

          7.     Section Headings.  The section and subsection headings used
in this Copyright Security Agreement are for convenience of reference only and
are not to affect the construction hereof or be taken into consideration in
the interpretation hereof.

          8.     No Subrogation.  Notwithstanding anything to the contrary in
this Copyright Security Agreement, each Grantor hereby irrevocably waives all
rights which may have arisen in connection with this Copyright Security
Agreement to be subrogated to any of the rights (whether contractual, under
the Bankruptcy Code, including Section 509 thereof, under common law or
otherwise) of the Trustee or the Noteholders against the Company or against
any collateral security or guarantee or right of offset held by the Trustee or
the Noteholders for the payment of the Obligations until all amounts owing to
the Trustee and the Noteholders on account of the Obligations are paid in full
and have been terminated.  Each Grantor hereby further irrevocably waives all
contractual, common law, statutory or other rights of reimbursement,
contribution, exoneration or indemnity (or any similar right) from or against
the Company or any other Person which may have arisen in connection with this
Copyright Security Agreement until all amounts owing to the Trustee and the
Noteholders on account of the Obligations are paid in full and have been
terminated.  So long as the Obligations remain outstanding, if any amount
shall be paid on or on behalf of the Company to any Grantor on account of any
of the rights waived in this Section 8, such amount shall be held by such
Grantor in trust, segregated from other funds of such Grantor, and shall,
forthwith upon receipt by such Grantor, be turned over to the Trustee for the
benefit of the Trustee and the Noteholders in the exact form received by such
Grantor (duly endorsed by such Grantor to the Trustee, if required), to be
applied against the Obligations, whether matured or unmatured, in such order
as the Trustee may determine.

          9.     Amendments in Writing;  No Waiver; Cumulative Remedies.  (a)
None of the terms or provisions of this Copyright Security Agreement may be
waived, amended, supplemented or otherwise modified except by a written
instrument executed by each Grantor and the Trustee, provided that any
provision of this Copyright Security Agreement may be waived by the Trustee
and the Noteholders in a letter or agreement executed by the Trustee or by
telex or facsimile transmission from the Trustee.

          (b)     Neither the Trustee nor any Noteholder shall by any act
(except by a written instrument pursuant to paragraph 9(a) hereof), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any Default or Event of Default or in any
breach of any of the terms and conditions hereof. No failure to exercise, nor
any delay in exercising, on the part of the Trustee or any Noteholder, any
right, power or privilege hereunder shall operate as a waiver thereof. No
single or partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. A waiver by the Trustee or any Noteholder of any
right or remedy hereunder on any one occasion shall not be construed as a bar
to any right or remedy which the Trustee or such Noteholder would otherwise
have on any future occasion.

                                       7
<PAGE>

          (c)     The rights and remedies herein provided are cumulative, may
be exercised singly or concurrently and are not exclusive of any other rights
or remedies provided by law.

          1.     Notices.  All notices, requests and demands to or upon the
Trustee or any Grantor to be effective shall be in writing (or by telex, fax
or similar electronic transfer confirmed in writing) and shall be deemed to
have been duly given or made:  (1) when delivered by hand; (2) if given by
mail, three days after deposited in the mails by certified mail, return
receipt requested, postage prepaid or (3) if by telex, fax or similar
electronic transfer, when sent and receipt has been confirmed, addressed as
follows:

                  (1)     if to the Trustee, at its address or transmission
        number for notices provided in Section 13.02 of the Indenture; and

                  (2)     if to a Grantor, at the address or transmission
        number for notices to the Company as provided in Section 13.02 of the
        Indenture.

The Trustee and each Grantor may change their addresses and transmission
numbers for notices by notice in the manner provided in Section 13.02 of the
Indenture.

          10.     Successors and Assigns.  This Copyright Security Agreement
shall be binding upon the successors and assigns of the Grantors and shall
inure to the benefit of the Trustee and the Noteholders and their successors
and assigns.

          11.     Submission To Jurisdiction; Waivers.  Each Grantor hereby
irrevocably and unconditionally:

                  (1)     submits for itself and its property in any legal
        action or proceeding relating to this Copyright Security Agreement,
        the Subsidiaries' Security Agreement and the other Collateral
        Documents to which it is a party, or for recognition and enforcement
        of any judgment in respect thereof, to the non-exclusive general
        jurisdiction of the courts of the State of New York, the courts of the
        United States of America for the Southern District of New York, and
        appellate courts from any thereof;

                  (2)     consents that any such action or proceeding may be
        brought in such courts and waives any objection that it may now or
        hereafter have to the venue of any such action or proceeding in any
        such court or that such action or proceeding was brought in an
        inconvenient court and agrees not to plead or claim the same;

                  (3)     agrees that service of process in any such action or
        proceeding may be effected by mailing a copy thereof by registered or
        certified mail (or any substantially similar form of mail), postage
        prepaid, to each Grantor at the address set forth in Section 13.02 of
        the Indenture or at such other address of which the Trustee shall have
        been notified pursuant thereto;

                  (4)     agrees that nothing herein shall affect the right to
        effect service of process in any other manner permitted by law or
        shall limit the right to sue in any other jurisdiction; and

                                       8
<PAGE>

                  (5)     waives, to the maximum extent not prohibited by law,
        any right it may have to claim or recover in any legal action or
        proceeding referred to in this Section 12 any special, exemplary,
        punitive or consequential damages.

          12.     Acknowledgments.  Each Grantor hereby acknowledges that:

                  (1)     it has been advised by counsel in the negotiation,
        execution and delivery of this Copyright Security Agreement, the
        Subsidiaries' Security Agreement and the other Collateral Documents to
        which it is a party;

                  (2)     neither the Trustee nor any Noteholder has any
        fiduciary relationship with or duty to it or any other RBX Party
        arising out of or in connection with this Copyright Security
        Agreement, the Subsidiaries' Security Agreement or any of the other
        Collateral Documents, and the relationship between the Trustee and
        Noteholders, on one hand, and the RBX Parties, on the other hand, in
        connection herewith or therewith is solely that of debtor and
        creditor; and

                  (3)     no joint venture is created hereby or by the other
        Collateral Documents or otherwise exists by virtue of the transactions
        contemplated hereby among the Noteholders, the Trustee or the RBX
        Parties.

          13.     WAIVER OF JURY TRIAL.  EACH GRANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS COPYRIGHT SECURITY AGREEMENT OR ANY OTHER COLLATERAL DOCUMENT
AND FOR ANY COUNTERCLAIM THEREIN.

          14.     GOVERNING LAW.  THIS COPYRIGHT SECURITY AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS THEREOF.

          15.     Authority of Trustee.  Each Grantor acknowledges that the
rights and responsibilities of the Trustee under this Copyright Security
Agreement with respect to any action taken by the Trustee or the exercise or
non-exercise by the Trustee of any option, right, request, judgment or other
right or remedy provided for herein or resulting or arising out of this
Copyright Security Agreement shall, as between the Trustee and the
Noteholders, be governed by the Indenture, but, as between the Trustee and any
Grantor, the Trustee shall be conclusively presumed to be acting as agent for
the Noteholders with full and valid authority so to act or refrain from
acting, and such Grantor shall not be under any obligation, or entitlement, to
make any inquiry respecting such authority.

          16.     Incorporation of Subsidiaries' Security Agreement
Provisions.  Each Grantor hereby acknowledges and affirms that the rights and
remedies of the Trustee with respect to the security interest in the
Collateral made and granted hereby are more fully set forth in the

                                       9
<PAGE>

Subsidiaries' Security Agreement, the terms and provisions of which are
incorporated by reference herein as if fully set forth herein.  Nothing in
this Copyright Security Agreement shall defer or impair the attachment or
perfection of any security interest in any collateral covered by the
Subsidiaries' Security Agreement which would attach or be perfected pursuant
to the terms thereof without action by each Grantor or any other Person.

          17.     Release of Collateral and Termination.

                  (1)     Upon the payment in full or Legal Defeasance of all
        principal of, interest on, premium, if any, and Liquidated Damages, if
        any, with respect to the Notes and all Obligations for the payment of
        money then due and owing to any Noteholder or the Trustee under the
        Indenture and the Collateral Documents, the Collateral shall be
        released from the Liens created hereby, and this Copyright Security
        Agreement and all obligations (other than those expressly stated to
        survive such termination) of the Trustee and each Grantor hereunder
        shall terminate, all without delivery of any instrument or performance
        of any act by any party, and all rights to the Collateral shall revert
        to each Grantor.  Upon request of any Grantor following any such
        termination, the Trustee shall deliver (at the sole cost and expense
        of such Grantor) to such Grantor any Collateral held by the Trustee
        hereunder, and execute and deliver (at the sole cost and expense of
        such Grantor) to such Grantor such documents as such Grantor shall
        reasonably request to evidence such termination.

                  (2)     If any of the Collateral shall be sold, transferred
        or otherwise disposed of by any Grantor in a transaction permitted by
        the Indenture, then the Trustee shall execute and deliver to such
        Grantor (at the sole cost and expense of such Grantor) all releases,
        termination statements or other documents reasonably necessary for the
        release of the Liens created hereby on such Collateral.

          18.     Contradictory Provisions.  In the event any one or more of
the provisions of this Copyright Security Agreement shall be found in a final
judgment of any New York State court or Federal court of the United States of
America sitting in New York City and any appellate court from any thereof, to
contradict or otherwise limit any provision in the Indenture, the provision in
the Indenture shall control.

                                       10
<PAGE>

          IN WITNESS WHEREOF, the undersigned have caused this Copyright
Security Agreement to be duly executed and delivered as of the date first
above written.


                                  GROENDYK MANUFACTURING COMPANY, INC.

                                  By:    /s/ John C. Cantlin
                                     ---------------------------------
                                  Name:  John C. Cantlin
                                  Title: Chief Financial Officer


                                  HOOVER-HANES RUBBER CUSTOM MIXING CORP.


                                  By:    /s/ John C. Cantlin
                                     ---------------------------------
                                  Name:  John C. Cantlin
                                  Title: Chief Financial Officer


                                  MIDWEST RUBBER CUSTOM MIXING CORP.


                                  By:    /s/ John C. Cantlin
                                     ---------------------------------
                                  Name:  John C. Cantlin
                                  Title: Chief Financial Officer


                                  OLETEX INC.


                                  By:    /s/ John C. Cantlin
                                     ---------------------------------
                                  Name:  John C. Cantlin
                                  Title: Chief Financial Officer


                                  RUBATEX CORPORATION


                                  By:    /s/ John C. Cantlin
                                     ---------------------------------
                                  Name:  John C. Cantlin
                                  Title: Chief Financial Officer


                                  UNIVERSAL POLYMER & RUBBER INC.

                                      S-1
<PAGE>

                                  By:    /s/ John C. Cantlin
                                     ---------------------------------
                                  Name:  John C. Cantlin
                                  Title: Chief Financial Officer


                                  UNIVERSAL RUBBER COMPANY

                                  By:    /s/ John C. Cantlin
                                     ---------------------------------
                                  Name:  John C. Cantlin
                                  Title: Chief Financial Officer


                                  WALTEX CORPORATION


                                  By:    /s/ John C. Cantlin
                                     ---------------------------------
                                  Name:  John C. Cantlin
                                  Title: Chief Financial Officer

                                      S-2
<PAGE>

[NAME OF GRANTOR]

 STATE OF                 )
                          )  ss.:
 COUNTY OF                )

                    On the _______ day of November, 1997, before me personally
came ________, to me personally known and known to me to be the person
described in and who executed the foregoing instrument as _________ of
________________ , who, being by me duly sworn, did depose and say that he
resides at ________; that he is ____________ of _____ _______________, one of
the corporations described in and which executed the foregoing instrument;
that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that said instrument was signed and sealed
on behalf of said corporation by order of its Board of Directors; that he
signed his name thereto by like order; and that he acknowledged said
instrument to be the free act and deed of said corporation.


                                   ---------------------------------------
                                   Name:


[NOTARIAL SEAL]

                                      S-3
<PAGE>

                                                                 Schedule 1
                                            to Copyright Security Agreement
                                            -------------------------------


                       COPYRIGHT AND COPYRIGHT LICENSES
                       --------------------------------


                                    None.
<PAGE>

                                                                 Schedule A
                                            to Copyright Security Agreement
                                            -------------------------------


                                   GRANTORS
                                   --------


Groendyk Manufacturing Company, Inc.
Hoover-Hanes Rubber Custom Mixing Corp.
Midwest Rubber Custom Mixing Corp.
OleTex Inc.
Rubatex Corporation
Universal Polymer & Rubber Inc.
Universal Rubber Company
Waltex Corporation