<PAGE>   1
[Logo]                                                        EXHIBIT 10.19(iii)

                               SECURITY AGREEMENT

The undersigned debtor, meaning all debtors jointly and severally ("Debtor"), to
secure the obligations set forth herein grants to the secured party named below
(herein, with its successors and assigns, called "Secured Party") under the
terms and provisions of this agreement (this "Agreement") a security interest in
the following described property (herein, with all present and future
attachments, accessories, replacement parts, repairs and additions or
substitutions, referred to collectively as "Equipment"):

                             See Attached Schedule A

The Equipment will be used primarily for: [X] business or commercial use other
than farming operations; [ ] farming operations. When not in use, the Equipment
will be kept at: 801 S. Pine Street, Madera 93637 and, when in use, will be used
only in the following State(s): CA.

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                                PAYMENT SCHEDULE

Debtor promises to pay Secured Party the Total Amount of $3,005,704.96 (the
"Total Amount") in 60 installments as follows:

(a) $__________ on __________ and a like sum on the like date of each month
thereafter until fully paid.

        Or

(b) Each installment in the groups below is payable on a consecutive monthly
basis

    1  installment of 31,542.85 due 07/01/99 followed by
    23 installments of 31,542.83 each commencing 08/01/99 followed by
    1  installment of 62,463.27 due 07/01/01 followed by
    35 installments of 62,463.25 each commencing 08101/01

    provided, however, that the final installment will be in the amount of the
    then remaining unpaid balance. All amounts payable under this Agreement are
    payable at Secured Party's address shown below or at such other address as
    Secured Party may specify from time to time in writing. Any note taken in
    conjunction with this Agreement evidences indebtedness and not payment.

--------------------------------------------------------------------------------

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                                 USE OF PROCEEDS

Secured Party is hereby irrevocably authorized and directed to disburse the
proceeds of this Agreement as follows:

<TABLE>
<CAPTION>
<S>  <C>                           <C>
         AMOUNT                    PAYEE (NAME AND ADDRESS)
     -------------                 ------------------------------
     $2,426,106.43                 Upright, Inc.
                                   1775 Park Street,
                                   Selma, CA 93662

     $        0.00                 ------------------------------
                                   ------------------------------
                                   ------------------------------

     $        0.00                 ------------------------------
                                   ------------------------------
                                   ------------------------------
</TABLE>

Debtor hereby acknowledges and agrees that the proceeds of this Agreement will
be used for commercial, business or agricultural purposes and will not be used
for personal, family or household purposes. Secured Party may disburse the
proceeds using checks, drafts, orders, transfer funds, or any other method or
media Secured Party deems desirable. Disbursement may be made in Secured Party's
name on Debtor's behalf or in Debtor's name. Disbursement in accordance with the
above instructions or any written supplement to these instructions will
constitute payment and delivery to and receipt by Debtor of all such proceeds.
--------------------------------------------------------------------------------

INSURANCE: PHYSICAL DAMAGE INSURANCE COVERING THE EQUIPMENT IS REQUIRED. DEBTOR
CAN FURNISH THIS INSURANCE THROUGH AN AGENT OR BROKER OF DEBTOR'S CHOICE. DEBTOR
HEREBY AUTHORIZES SECURED PARTY AND ANY ASSIGNEE TO RELEASE TO ANY INSURANCE
COMPANY AFFILIATED WITH SECURED PARTY OR ANY ASSIGNEE ANY INFORMATION RELATING
TO A CONTRACT OR POLICY OF INSURANCE WHICH IS PROVIDING OR MAY PROVIDE INSURANCE
COVERAGE AGAINST PHYSICAL DAMAGE TO THE EQUIPMENT.

DELINQUENCY, RETURNED CHECKS AND ACCELERATION INTEREST: For each installment not
paid when due, Debtor agrees to pay to Secured Party a delinquency charge
calculated thereon at the rate of 1-1/2 % per month for the period of
delinquency or, at Secured Party's option, 5% of such installment, provided that
such a delinquency charge is not prohibited by law, otherwise at the highest
rate Debtor can legally obligate itself to pay and/or Secured Party can legally
collect. DEBTOR AGREES TO REIMBURSE SECURED PARTY IMMEDIATELY UPON DEMAND FOR
ANY AMOUNT CHARGED TO SECURED PARTY BY ANY DEPOSITARY INSTITUTION BECAUSE A
CHECK, DRAFT OR OTHER ORDER MADE OR DRAWN BY OR FOR THE BENEFIT OF DEBTOR IS
RETURNED UNPAID FOR ANY REASON AND, IF ALLOWED BY LAW, TO PAY SECURED PARTY AN
ADDITIONAL HANDLING CHARGE IN THE AMOUNT OF $25.00 OR IN THE EVENT APPLICABLE
LAW LIMITS OR RESTRICTS THE AMOUNT OF SUCH REIMBURSEMENT AND/OR HANDLING CHARGE,
THE AMOUNTS CHARGEABLE UNDER THIS PROVISION WILL BE LIMITED AND/OR RESTRICTED IN
ACCORDANCE WITH APPLICABLE LAW. Debtor agrees to pay Secured Party, upon
acceleration of Debtor's indebtedness, interest on all sums then owing hereunder
at the rate of 1-1/2% per month if not prohibited by law, otherwise at the
highest rate Debtor can legally obligate itself to pay and/or Secured Party can
legally collect. Any note take herewith evidences indebtedness and not payment.
All amounts payable hereunder are payable at Secured Party's address shown below
or at such other address as Secured Party may specify from time to time in
writing.

SECURITY INTEREST: To secure payment of the Total Amount and all of Secured
Party's obligations under this Agreement or with respect to the Equipment,
Debtor hereby grants to Secured Party a first priority security interest in the
Equipment and in all cash and non-cash proceeds thereof (the Equipment and all
such proceeds are herein called the "Collateral") regardless of any retaking
and/or redelivery of the Collateral to Debtor.

CROSS SECURITY: Debtor grants to Secured Party a security interest in the
Collateral (separate and distinct from and subordinate to that security interest
granted pursuant to Secured Party pursuant to Section 2 above) to secure the
payment of all absolute and all contingent obligations and liabilities of Debtor
to Secured Party, or to any assignee of Secured Party, now existing of hereafter
arising, whether under this Agreement or any other agreement and whether due
directly or by assignment; provided, however, upon any assignment of this
Agreement by Secured Party, the assignee shall be deemed for the purpose of this
paragraph as the only party with a security interest in the Collateral.

PREPAYMENT: Debtor may prepay Debtor's obligations under this Agreement in full
at any time. Upon prepayment Debtor will receive a rebate of the unearned
portion of the finance charge calculated using an actuarial method or such other
method as is required by any applicable law minus, if the prepayment is made
prior to the last twelve months of the contract, a prepayment processing fee
equal to the lesser of (a) one percent (1%) of the amount prepaid for each full
twelve month period remaining under the term of this Agreement as of prepayment
and (b) the maximum prepayment and/or acquisition charge allowed by applicable
law. All accrued and unpaid late charges and other amounts chargeable to Debtor
under this Agreement will be payable immediately upon such prepayment.

                      DELIVERY AND ACCEPTANCE OF EQUIPMENT
                             (Check Appropriate Box)

Debtor's obligations and liabilities to Secured Party are absolute and
unconditional under all circumstances and regardless of any failure of operation
or Debtor's loss of possession of any item of Equipment or the cessation or
interruption of Debtor's business for any reason whatsoever.

    [X] On 6/2/99, the EQUIPMENT BEING PURCHASED WITH THE PROCEEDS OF THIS
        AGREEMENT WAS DELIVERED TO DEBTOR with all installation and other work
        necessary for the proper use of the Equipment completed at a location
        agreed upon by Debtor; the Equipment was inspected by Debtor and found
        to be in satisfactory condition in all respects and delivery was
        unconditionally accepted by Debtor.


<PAGE>   2
    [ ] The EQUIPMENT BEING PURCHASED WITH THE PROCEEDS OF THIS AGREEMENT HAS
        NOT YET BEEN DELIVERED TO OR ACCEPTED BY DEBTOR and, upon delivery,
        Debtor agrees to execute such delivery and acceptance certificate as
        Secured Party requires.

    [ ] ALL OF THE EQUIPMENT WAS ACQUIRED BY DEBTOR PRIOR TO THE DATE HEREOF
        and was previously delivered to and unconditionally accepted by Debtor.

Page 1 of 3 of Security Agreement dated 6-2-99 between Upright, Inc. (Debtor)
and Associates Commercial Corporation (Secured Party) which includes, without
limitation, an item of Collateral with the following security number:_____.

                                                            [Debtor's Initials]

<PAGE>   3
1. ADDITIONAL WARRANTIES AND AGREEMENTS. Debtor warrants and agrees that: the
execution of and performance by Debtor under the terms of this Agreement has
been approved for Debtor by all necessary action and by Debtor's partners or
board of directors, as applicable; the Equipment is currently and will continue
be maintained in good operating condition, repair and appearance and is
currently and will continue be used and operated with care only by qualified
personnel in the regular course of Debtor's business and in conformity with all
applicable governmental laws and regulations, manufacturer's specifications and
the restrictions contained in any insurance policy insuring the Equipment; the
Equipment is not currently and will not be used in conjunction with the storage,
transportation or disposal of substances considered to be toxic and/or hazardous
or in conjunction with any activity or for any use that would subject the
Equipment to seizure or confiscation by any governmental body; and the Equipment
is currently located at and will be kept by Debtor at the location set forth for
it on the reverse side of this Agreement and will not be removed from said
location without the prior written consent of Secured Party, except that if the
Equipment is of a type which is mobile and normally used by Debtor at more than
one location, Debtor may use the Equipment away from said location in the
regular course of Debtor's business provided that (a) if the Equipment is not
returned to said location within 30 days, Debtor will immediately thereafter,
and each 30 days thereafter until the Equipment is returned, report the then
current location of the Equipment to Secured Party in writing and (b) the
Equipment shall not be removed from the State(s) of use indicated on the reverse
side of this Agreement. Secured Party shall have the right to inspect the
Equipment at all reasonable times and from time to time.

Debtor further warrants and agrees that: the security interest in the Collateral
granted to and/or retained by Secured Party is and will continue to be superior
to any title to or interest in the Equipment now or hereafter held or claimed by
any other party; the Collateral is free from and will be kept free from all
liens, claims, security interests and encumbrances (whether superior or inferior
to the interests of Secured Party) other than that created by this Agreement;
notwithstanding Secured Party's interest in proceeds, Debtor will not and will
not allow any other party to consign, sell, rent, lend, encumber, pledge,
transfer, secrete or otherwise dispose of any of the Collateral without Secured
Party's prior written consent; Debtor will do everything Secured Party deems
necessary or expedient to perfect or preserve the interests granted to Secured
Party under this Agreement and the first priority of such interests; any
Manufacturer's Statement of Certificate of Origin or Certificate of Title
relating to the Equipment shall be immediately delivered to Secured Party and,
if a Certificate of Title or registration is required for any item of Equipment,
Debtor will cooperate with Secured Party in obtaining the Certificate of Title
or registration disclosing the interests of Debtor and Secured Party in the
Equipment; Debtor will defend any action, proceeding or claim affecting the
Collateral or the interests of Secured Party in the Collateral; Debtor shall
promptly pay all amounts payable in conjunction with the storage, maintenance or
repair of the Equipment and all taxes, assessments, license fees and other
public or private charges levied or assessed in conjunction with the operation
or use of the Equipment or levied or assessed against the Collateral, this
Agreement or any accompanying note except for those which are being contested by
Debtor in good faith by appropriate proceedings and which do not constitute a
lien or encumbrance upon the Collateral; and Debtor will from time to time
furnish Secured Party with such financial statements and other information as
Secured Party may reasonably request.

2. INSURANCE AND RISK OF LOSS. Debtor shall at all times bear all risk of loss
of, damage to or destruction of the Equipment. Debtor agrees to immediately
procure and maintain insurance on the Equipment, for the full insurable value
thereof and for the life of this Agreement, in the form of "All Risk" or similar
insurance (insuring the Equipment for fire, extended coverage, vandalism, theft
and collision and containing only those exclusions from coverage which are
acceptable to Secured Party) plus such other insurance as Secured Party may
specify from time to time, all in form and amount and with insurers satisfactory
to Secured Party. Debtor agrees to deliver promptly to Secured Party
certificates or, if requested, policies of insurance satisfactory to Secured
Party, each with a standard long-form loss-payable endorsement naming Secured
Party or assigns as loss-payee and providing that Secured Party's rights under
such policy will not be invalidated by any act, omission or neglect of anyone
other than Secured Party, and containing the insurer's agreement to give 30 days
prior written notice to Secured Party before any cancellation of or material
change in the policy(s) will be effective as to Secured Party, whether such
cancellation or change is at the direction of Debtor or insurer. Secured Party's
acceptance of policies in lesser amounts or risks will not be a waiver of
Debtor's obligation to procure insurance complying with the provisions hereof
promptly after notice from Secured Party. Debtor assigns to Secured Party all
proceeds of any physical damage or credit insurance for which a charge is stated
in this Agreement or which is maintained by Debtor in accordance herewith,
including returned and unearned premiums, up to the amount owing hereunder by
Debtor. Secured Party will not have the right to cancel any such insurance
without Debtor's consent prior to the occurrence of an event of default and the
repossession, loss or destruction of the Equipment. Debtor directs all insurers
to pay such proceeds solely to the order of Secured Party for application to
Debtor's indebtedness to Secured Party. Secured Party may, at its option, apply
any such proceeds received by Secured Party to the final maturing installments
due hereunder in the inverse order of their maturity.

3. PERFORMANCE BY SECURED PARTY. If Debtor fails to perform any of Debtor's
obligations pursuant to Paragraphs 1 or 2 above, Secured Party may perform the
same for the account of Debtor. Any such action by Secured Party will be in
Secured Party's sole discretion and Secured Party will not be obligated in any
way to do so. Secured Party's performance on behalf of Debtor will not obligate
Secured Party to perform the same or any similar act in the future and will not
cure or waive Debtor's failure of performance as an event of default hereunder.
All sums advanced or costs and expenses incurred by Secured Party pursuant to
this Paragraph, including the reasonable fees of any attorney retained by
Secured Party, will be for the account of Debtor, will constitute indebtedness
secured by Secured Party's security interest in the Collateral, will bear
interest at the rate as specified on the reverse side of this Agreement in the
event of acceleration and, unless Secured Party, in Secured Party's sole
discretion agrees otherwise in writing, shall be immediately due and payable.

4. EVENTS OF DEFAULT. Time is of the essence. An event of default will occur if:
(a) Debtor fails to pay when due any amount owed by it to Secured Party under
this Agreement or under the terms of any promissory note delivered in
conjunction with this Agreement or if Debtor fails to pay when due any amount
owed by it to Secured Party or to any affiliate of Secured Party under any other
document, agreement or instrument; (b) Debtor fails to perform in compliance
with any of its agreements hereunder or any warranty made by Debtor in this
Agreement is or becomes incorrect or if Debtor fails to perform or observe any
term or provision to be performed or observed by it under any other document,
instrument or agreement furnished by Debtor to Secured Party or any affiliate of
Secured Party or otherwise acquired by Secured Party or any affiliate of Secured
Party; (c) any information, representation, or warranty furnished by Debtor to
Secured Party or to any affiliate of Secured Party is inaccurate or incorrect in
any material respect when furnished; (d) Debtor becomes insolvent or ceases to
do or is prohibited by any court order or governmental action from conducting
the business in which Debtor is principally engaged on the date of this
Agreement as a going concern; (e) any surety or bonding company assumes any of
Debtor's responsibilities under any contract or job; (f) if any of the Equipment
is lost, stolen, destroyed, confiscated by any governmental agency, abandoned,
or relocated, used or maintained in violation of the terms hereof or if Debtor
attempts to consign, sell, rent, lend or encumber any of the Equipment or allows
another to do so; (g) Debtor files a petition in bankruptcy, or for an
arrangement, reorganization, or similar relief, or makes an assignment for the
benefit of creditors, or applies for the appointment of a receiver or trustee
for a substantial part of its assets or for any of the Equipment, or attempts to
take advantage of any process or proceeding for the relief of debtors, or if any
such action is taken against Debtor; (h) any other party attempts to attach,
repossess or execute upon any of the Collateral; (i) Debtor ceases to exist as a
legal entity or Debtor or any party in control of Debtor takes any action
looking to Debtor's dissolution as a legal entity; (j) there shall be a material
change in the management, ownership or control of Debtor; or (k) Secured Party
in good faith believes that the prospect of payment or performance hereunder is
impaired. Secured Party's inaction with respect to an event of default shall not
be a waiver of such default and Secured Party's waiver of any default shall not
be a waiver of any other default.

5. REMEDIES UPON DEFAULT. Upon the occurrence of an event of default, and at any
time thereafter as long as the default continues, Secured Party may, at its
option, with or without notice to Debtor (i) declare this Agreement to be in
default, (ii) declare the indebtedness hereunder to be immediately due and
payable, (iii) declare all other debts then owing by Debtor to Secured Party to
be immediately due and payable, (iv) cancel any insurance and credit any refund
to the indebtedness, and (v) exercise all of the rights and remedies of a
Secured Party under the Uniform Commercial Code and any other applicable laws,
including, without limitation, the right to require Debtor to assemble the
Equipment and deliver it to Secured Party at a Place to be designated by Secured
Party

Page 2 of 3 of Security Agreement dated 6-2-99 between Upright, Inc. (Debtor)
and Associates Commercial Corporation (Secured Party) which includes, without
limitation, an item of Collateral with the following security number:_____.

                                                             [Debtor's Initials]


<PAGE>   4
which is reasonably convenient to both parties, and to lawfully enter any
premises where the Collateral may be without judicial process and take
possession thereof. Acceleration of any or all indebtedness, if so elected by
Secured Party, shall be subject to all applicable laws including those
pertaining to refunds and rebates of unearned charges. Any property other than
the Collateral which is in or upon the Equipment at the time of repossession may
be taken and held without liability until its return is requested by Debtor. Any
sale or other disposition of any of the Equipment may be made at public or
private sale or through public auction at the option of Secured Party. Secured
Party may buy at any sale and become the owner of the Equipment.

         Unless otherwise provided by law, any requirement of reasonable notice
which Secured Party may be obligated to give regarding the sale or other
disposition of Collateral will be met if such notice is given to Debtor at least
ten days before the time of sale or other disposition. Debtor agrees that
Secured Party may bring any legal proceedings it deems necessary to enforce the
payment and performance of Debtor's obligations hereunder in any court in the
state shown in Secured Party's address set forth herein, and service of process
may be made upon Debtor by mailing a copy of the summons to Debtor. All notices
to Debtor relating to this Agreement will be considered received when delivered
in person (including by facsimile transmission) or mailed to Debtor at the
address of Debtor contained in this Agreement or at any address later designated
by Debtor to Secured Party in writing. The filing by Secured Party of any action
or proceeding with respect to the Equipment or any of Debtor's obligations
hereunder shall not constitute an election by Secured Party of Secured Party's
remedies or a waiver of Secured Party's rights to take possession of the
Equipment as provided above. Expenses of retaking, holding, preparing for sale,
selling and the like shall include (a) the reasonable fees of any attorneys
retained by Secured Party, (b) any amounts advanced or expenses incurred by
Secured Party pursuant to Paragraph 9 hereof and (c) all other legal and other
expenses incurred by Secured Party. Debtor agrees that it is liable for an will
promptly pay any deficiency resulting from any disposition of Collateral after
default and all costs and expenses, including the reasonable fees of any
attorney, incurred by Secured Party in the collection of any such deficiency.

6. POWER OF ATTORNEY AND FINANCING STATEMENT. DEBTOR HEREBY APPOINTS SECURED
PARTY OR ANY OFFICER, EMPLOYEE OR DESIGNEE OF SECURED PARTY OR ANY ASSIGNEE OF
SECURED PARTY (OR ANY DESIGNEE OF SUCH ASSIGNEE) AS DEBTOR'S ATTORNEY-IN-FACT
TO, IN DEBTOR'S OR SECURED PARTY'S NAME, TO: (a) PREPARE, EXECUTE AND SUBMIT ANY
NOTICE OR PROOF OF LOSS IN ORDER TO REALIZE THE BENEFITS OF ANY INSURANCE POLICY
INSURING THE EQUIPMENT; (b) PREPARE, EXECUTE AND FILE NAY INSTRUMENT WHICH, IN
SECURED PARTY'S OPINION, IS NECESSARY TO PERFECT AND/OR GIVE PUBLIC NOTICE OF
THE INTERESTS OF SECURED PARTY IN THE EQUIPMENT; AND (c) ENDORSE DEBTOR'S NAME
ON ANY REMITTANCE REPRESENTING PROCEEDS OF ANY INSURANCE RELATING TO THE
EQUIPMENT OR THE PROCEEDS OF THE SALE LEASE OR OTHER DISPOSITION OF THE
EQUIPMENT (WHETHER OR NOT THE SAME IS A DEFAULT HEREUNDER). This power is
coupled with an interest and is irrevocable so long as any indebtedness
hereunder remains unpaid. Debtor agrees to execute and deliver Secured Party,
upon Secured Party's request such documents and assurances as Secured Party
deems necessary or advisable for the confirmation or perfection of this Security
Agreement and Secured Party's rights hereunder, including such documents as
Secured Party may require for filing or recording. DEBTOR FURTHER AGREES TO PAY
A ONE-TIME UCC FILING FEE TO COVER SECURED PARTY'S COST FOR SUCH FILING(S) AND
OTHER DOCUMENTATION COST. IF PERMITTED BY LAW, DEBTOR AGREES THAT A CARBON,
PHOTOGRAPHIC OR OTHER REPRODUCTION OR THIS LEASE OR OF A FINANCING STATEMENT MAY
BE FILED AS A FINANCING

7. ASSIGNMENT. Debtor shall not assign this Agreement without the prior written
consent of Secured Party. Secured Party may assign this Agreement with or
without notice to or the consent of Debtor. Upon assignment, the term "Secured
Party" shall mean and refer to any assignee who is the holder of this Agreement.
After assignment of this Agreement by Secured Party, the assignor will not be
the assignee's agent for any purpose and Debtor's obligations to the assignee
will be absolute and unconditional and, to the extent permitted by applicable
law, will not be subject to any abatement, reduction, recoupment, defense,
set-off or counterclaim available to Debtor for breach of warranty or for any
other reason whatsoever. Upon full payment of all obligations secured by this
Agreement, the assignee may deliver all original papers to the assignor for
Debtor.

8. MISCELLANEOUS. (A) All of Secured Party's rights hereunder are cumulative and
not alternative. (B) The inclusion of a trade name or division name in the
identification of Debtor hereunder does not limit Secured Party's rights, after
the occurrence of an event of default, to proceed against all of Debtor's assets
including those held or used by Debtor individually or under another trade or
division name. (C) If permitted by law, Debtor agrees that a carbon,
photographic or other reproduction of this Agreement or of a financing statement
may be filed as a financing statement. (D) Secured Party may correct patent
errors herein and fill in blanks. (E) All of the terms and provisions hereof
will apply to and be binding upon Debtor, its heirs, personal representatives,
successors and assigns and shall inure to the benefit of Secured Party, its
successors and assigns. (F) DEBTOR AND SECURED PARTY HEREBY WAIVE ANY RIGHT TO
TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE
TRANSACTION CONTEMPLATED HEREBY. (G) DEBTOR HEREBY EXPRESSLY WAIVES NOTICE OF
NONPAYMENT, PRESENTMENT, PROTEST, DISHONOR, DEFAULT, INTENT TO ACCELERATE THE
MATURITY HEREOF AND OF ACCELERATION OF THE MATURITY HEREOF. (H) If allowed by
law, "the reasonable fees of attorneys" retained by Secured Party shall include
the amount of any flat fee, retainer, contingent fee and/or the hourly charges
of any attorney retained by Secured Party in enforcing any of Secured Party's
rights hereunder in the prosecution or defense of any litigation related to this
Agreement or the transactions contemplated by this Agreement. (I) To the extent
allowed by law, Debtor hereby waives any exemptions or appraisals. (J) No waiver
or change in this Agreement or in any related note will be binding upon Secured
Party, or Secured Party's assignee, unless such waiver or change is in writing
and signed by one of its officers and any such waiver or change shall then be
effective only upon the terms and to the extent provided in such writing. (K)
The acceptance by Secured Party of any remittance from a party other than Debtor
will in no way constitute Secured Party's consent to the transfer of any of the
Collateral to such party. (L) Any captions or headings included in this
Agreement are for convenience of reference only and shall not limit or otherwise
affect the meaning of any provision contained in this Agreement. (M) Any
provision contained herein which is contrary to, prohibited by or invalid under
applicable laws or regulations will be deemed inapplicable and omitted herefrom,
but shall not invalidate the remaining provisions hereof. (N) The only copy of
this Agreement which constitutes "chattel paper" is the original executed copy
designated as "Original For Associates."

9. ADDITIONAL TERMS AND ORAL AGREEMENTS. Debtor and Secured Party agree that
this is a three-page Agreement and each page hereof constitutes a part of this
Agreement. THIS WRITTEN AGREEMENT 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.

Debtor's Social Security or Federal Taxpayer Identification Number is 941099653
and Co-Debtor's is:___________




<PAGE>   5
Dated:  6/10/99                      DEBTOR HEREBY  ACKNOWLEDGES  RECEIPT
                                     OF AN EXACT COPY OF THIS AGREEMENT.


SECURED PARTY ASSOCIATES             DEBTOR  UPRIGHT, INC.
COMMERCIAL CORPORATION


By      /s/ [illegible]             By /s/ Alan Harper   /s/ Graham D. Croot
        ---------------             -------------------  -------------------
Title         VP                    Title  Controller    Authorised signatory
        ---------------             -------------------  -------------------

Address: 10100 Pioneer Boulevard, #315               Address: 1775 Park Street
         Santa Fe Springs, AB 90670                           Selma, CA 93662


Page 3 of 3 of Security Agreement dated 6-2-99 between Upright, Inc. (Debtor)
and Associates Commercial Corporation (Secured Party) which includes, without
limitation, an item of Collateral with the following security number:_____.




<PAGE>   6
[Logo]

                    PAYMENT ADJUSTMENT ADDENDUM TO PROMISSORY
                       NOTE AND SECURITY AGREEMENT BETWEEN

             ASSOCIATES COMMERCIAL CORPORATION, AS SECURED PARTY AND
                            UPRIGHT, INC., AS DEBTOR

                                DATED 6/2, 1999.

ADJUSTMENT CLAUSE:

Base Monthly Payments have been calculated using a rate factor of (%) times
equipment cost. This factor is based on a Sixty (60) month U.S. Treasury Note
Yield of 5.35% as published in the Wall Street Journal on May 01, 1999. The Rate
Factor and Base Monthly Payments are fixed for a period of Thirty (30) days from
 . Debtor agrees that, after this Thirty (30) Day Period (until the day of
contract commencement), the rate factor and monthly payment will be adjusted to
any increase in the aforementioned Sixty (60) month U.S. Treasury Note Yield as
of the first day of the month the contract commencement. If no sixty (60) month
U.S. Treasury Note Yield is published as of the first of the month, an average
of the published Fifty-Nine (59) month and Sixty-One (61) month U.S. Treasury
Note Yields will be used for adjustment purposes. The final rate factor and
monthly payments will be fixed on the day of contract commencement for the full
term.

Agreed to, this 2nd day of June, 1999



Upright, Inc.

DEBTOR

By: /s/ Alan Harper                        Title:  Controller
   ------------------------                        ------------------------
    /s/ Graham D. Croot                            Authorized Signatory
   ------------------------                        ------------------------


<PAGE>   7
[Logo]                         SCHEDULE A                            Page 1 of 3

Attached to and made      SECURITY AGREEMENT                     dated    6-2-99
a part of a(n)            (Name of document, such as Security
                          Agreement)


between       UPRIGHT, INC.

                               (Debtor) and ASSOCIATES COMMERCIAL CORPORATION

                                                                 (Secured Party)

(Described property fully, including year if appropriate, make, model, kind of
unit, serial number and any other pertinent information.)

ALL CONTEC INDUSTRIES OVERHEAD/ BRIDGE CRANES AND SUPPORT EQUIPMENT AT THE
MADERA FACILITY BUILDING #4, INCLUDING 5-TON S/NS 98-22310-1; 98-22310-2;
98-22310-3; 98-21488-1; 98-21488-2; 2-TON S/N 98-21489-15; ALL CONTEC INDUSTRIES
OVERHEAD/BRIDGE CRANES AND SUPPORT EQUIPMENT AT THE MADERA FACILITY BUILDING
#2-A INCLUDING 5-TON S/NS 98-21488-3; 98-21489-1; 98-21489-13; 3-TON S/NS
98-21489-4; 2 TONS S/NS 98-21489-2; 98-21489-3; 98-21489-5; 98-21489-6;
98-21489-7; 98-21489-8; 98-21489-9; 98-21489-10; 98-21489-11; 98-21489-12 AND
98-21489-14. ALL CRANE-PRO SERVICES OVERHEAD/BRIDGE CRANES AT THE MADERA
FACILITY SB60/SB80 BUILDING #2; AND ARE DESCRIBED IN MORE DETAILS HEREAFTER. ONE
(1) MAZAK FH-680 HORIZONTAL MACHINING CENTER, S/N-140455 WITH SIX PALLET CHANGER
AND ONE LOAD/UNLOAD STATION, 80 TOOLS, COOLANT SHOWER AND GUN, VISIPORT, PART
PROBING, 200-TOOL OFFSETS AND 3,000M ADDITIONAL MEMORY PLUS ALL ATTACHMENTS AND
ACCESSORIES. THE EQUIPMENT, TOGETHER WITH ALL REPLACEMENTS, ADDITIONS,
SUBSTITUTIONS AND ACCESSIONS THERETO, AS DESCRIBED ON THE TWO (2) PAGES
FOLLOWING.


                               (Debtor) Signature:        /s/ Alan Harper

                                                          /s/ Graham D. Croot



<PAGE>   8
[Logo]                         SCHEDULE A                            Page 2 of 3


Attached to and made      SECURITY AGREEMENT                     dated    6-2-99
a part of a(n)            (Name of document, such as Security
                          Agreement)


Between   UPRIGHT, INC.

                                  (Debtor) and ASSOCIATES COMMERCIAL CORPORATION

                                                                 (Secured Party)

(Described property fully, including year if appropriate, make, model, kind of
unit, serial number and any other pertinent information.)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
       VENDOR                INVOICE NUMBER           DESCRIPTION
--------------------------------------------------------------------------------
<S>                          <C>            <C>
Associated Compressor        37815          Compressor
Associated Compressor        37816          Air Dryers
Associated Compressor        37896          Metal Filters
Crane Pro Services                          Down Payment for Cranes
Crane Pro Services                          Down Payment for Cranes
Crane Pro Services           SLE75852       Overhead Cranes
Crane Pro Services           SLE76108       Overhead Cranes
Crane Pro Services           SLE76406       Overhead Cranes
Associated Compressor        38738          Air Compressor
Contec Industries                           Down Pymnt for 3 5Ton Cranes
Contec Industries            23104          Cranes
Contec Industries            22310          Cranes
Contec Industries                           Down Pymnt for Overhead Cranes
Contec; Industries           21802          Overhead Cranes
Contec Industries            22306          Overhead Cranes
Contec Industries            21489          Overhead Cranes
Ace Electric                 12893          Install Power for Cranes
Contec Industries                           Down Pymnt Bridge Cranes
Contec Industries            21803          Progress Pymnt for Bridge Cranes
Contec Industries            22307          Progress Pymnt for Bridge Cranes
Contec Industries            21488          Final Pymnt for Bridge Cranes
Ace Electric                 12892          Install Power for Bridge Cranes
Mazak Corporation                           Down Pymnt 1 Horizontal Machine Cent
Mazak Corporation            CMD 60640-A    Progress Pymnt for HMC
Mazak Corporation            CND 60640-B    Progress Pymnt for HMC
Mazak Corporation            CMD 60640-C    Final Pymnt for HMC
Abell Tool Co. Inc.          99-19153       Weld Fixture 2770WF & 2771 WF
Manufacturing Services Inc.  7863           Weld Fixture 2888WF
Jaeckel Tool & Die           99045          Design & Build Weld Fixture
Fresno Oxygen                809688         Miller Delta Weld w/ Feeder
Tech-Tools                   12616          Burnishing Tool
Gateway 2000                 34560552       GP6 450 PC
Computer Discount Whse       9216564        HP 5000 Printer
Transcat                     316791         Deadweight Tester
Tech-Tools                   11171          Granite Surface Plate
Tech-Tools                   10972          Digimatice Height Gage
Method Tool & Design         10             Weld Fixtures 2942,2947,2948
COB Enterprises              2238           Bench Trunion & WF 2837
COB Enterprises              2240           Bench Trunion & WF 2868
Jack Martin Tool & Die       5884           Weld Fixture 2867WF
Jack Martin Tool & Die       5885           Modify Weld Fixture 2867WF
</TABLE>


                               (Debtor) Signature:        /s/ Alan Harper

                                                          /s/ Graham D. Croot


<PAGE>   9
[LOGO]                                                              Page 3 of 3

                                   SCHEDULE A

Attached to and made      SECURITY AGREEMENT                     dated    6-2-99
a part of a(n)            (Name of document, such as Security
                          Agreement)


Between   UPRIGHT, INC.

                                  (Debtor) and ASSOCIATES COMMERCIAL CORPORATION

                                                                 (Secured Party)

(Described property fully, including year if appropriate, make, model, kind of
unit, serial number and any other pertinent information.)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
       VENDOR                INVOICE NUMBER           DESCRIPTION
--------------------------------------------------------------------------------
<S>                          <C>            <C>
Veco Technologies            11346          Weld Fixture
Jack Martin Tool & Die       5888           Weld Fixture 2945WF
Kern-Tech                    10577          Machining Fixture
McMaster Carr                8538052        Quiet Air Gun
Manufacturing Services Inc.  7864           Machining Fixture 2838MF
Kern-Tech                    10591          Machining Fixture 2963MF
Kern-Tech                    10558          Machining Fixture 2853MF
Kern-Tech                    10587          Machining Fixture 2895MF
Kern-Tech                    10588          Machining Fixture 2962MF
Kern-Tech                    10578          Machining Fixture 2851MF
Kern-Tech                    10586          Machining Fixture 2935, 2897, 2898,
                                              2896
Kern-Tech                    10603          Machining Fixture 2921
CNC Machine Service          8346           Machining Fixture 2856 & 2968
CNC Machine Service          8348           Machining Fixture 2903
Kern-Tech                    10609          Machine Fixture 2894
Kern-Tech                    10611          Machine Fixture 2870
Jack Martin Tool & Die       5882           Machine Fixture 2843 & 2869
CNC Machine Service          8331           Machine Fixture
Zep Manufacturing Co.        60966041       Dyna-Clean
Kasparian Paint Center       45707          Gun Washer
Tubelite Co., Inc.           6070224-01     Plotter Gerber Output Devices
Fresno Oxygen                809690         Lincoln CV655 Package Fir Model
Ideal Saw Work               5008           #510 Saw
Jaeckel Tool & Die           98624          Drill Jig
Jaeckel Toot & Die           98632          Drill Jig
Jaeckel Tool & Die           98653          Drill Jig
Dell Receivable L.P.         213105687      Dell Dimension Processor
Dell Receivable L.P.         212714356      Inspiron D300LT Processor
Dell Receivable L.P.         208880799      Inspiron D300GT Processor
Dell Receivable L.P.         211039326      Inspiron D300LT Processor
Dell Receivable L.P.         201681012      Inspiron D300GT Processor
Dell Receivable L.P.         198953184      Dell Dimension Processor
Dell Receivable L.P.         198255507      Dell Dimension Processor
Computer Discount Whse       9474284        HP LJ 5000N
Dell Receivable L.P.         207538083      Dell 6450 PII/MT Workstation
</TABLE>


                               (Debtor) Signature:        /s/ Alan Harper

                                                          /s/ Graham D. Croot