EXHIBIT 10.43

                                   EXHIBIT B

                               SECURITY AGREEMENT

         This "Security Agreement" is made and entered into this 29 day of
November, 1995, among Innovative Accessories, Inc. ("Debtor"), James A. and
Marilyn Nett ("Stockholders") and Lund International Holdings, Inc. ("Secured
Party").

                                    RECITALS

         WHEREAS, Debtor has borrowed $1,250,000 from Secured Party and has
made, executed and delivered a promissory note, of even date hereof, in favor of
Secured Party in the principal amount of $1,250,000 (the "Promissory Note"); and

         WHEREAS, to induce Secured Party to lend such amount, Debtor has agreed
to grant Secured Party a security interest in its assets;

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the above recitals and the mutual
covenants hereinafter set forth, the parties hereto agree as follows:

         1. Creation of Security Interest. Debtor hereby grants to Secured Party
a security interest in all of Debtor's right, title and interest in and to the
collateral described in Section 2 hereinbelow (the "Collateral") in order to
secure the payment and performance of the obligations of Debtor to Secured Party
described in Section 3 hereinbelow (the "Security Interest").

         2. Collateral. The Collateral under this Security Agreement is all of
Debtor's assets and property, real and personal, tangible and intangible,
including without limitation the real property specified on Schedule 1 hereto,
the equipment specified on Schedule 2 hereto, the patents specified on Schedule
3 hereto (which shall be conditionally assigned to Secured Party), all
inventory, fixtures, supplies, tools, jigs, molds, know-how, processes, bank
accounts, receivables, prepaid items, deposits, designs, blueprints, trade
names, trademarks, other intellectual property, in each case of every kind and
manner whatsoever, and the capital stock of the Stockholders specified on
Schedule 4 hereto.

         3. Secured Obligations of Debtor. The Collateral secures and shall
hereafter secure (i) the due and punctual payment by Debtor to Secured Party of
all amounts now or hereafter owed to Secured Party by Debtor under the
Promissory Note, together with any interest thereon and extensions,
modifications and renewals thereof, and (ii) the performance by Debtor of all
other obligations and the discharge of all other liabilities to Secured Party of
every kind and character, direct or indirect, absolute or contingent, due or to
become due, now existing or hereafter arising, joint, several and joint and
several, created under the Promissory Note (upon execution and delivery
thereof), this Security Agreement, or the Marketing Agreement, of even date
herewith (all such obligations, the "Obligations"). All payments and performance
shall be in accordance with the terms under which the Obligations were or are
hereafter incurred or created. Debtor shall also promptly reimburse Secured
Party for any and all amounts expended by Secured Party in accordance with, or
in the enforcement (judicially or otherwise) or exercise of its rights under,
the terms of this Security Agreement, including reasonable attorneys' fees,
which amounts are included in the Obligations secured hereunder.

         4. Debtor's Representations and Warranties. Debtor represents and
warrants that:

                  (a) Debtor is (or to the extent that the Collateral is to be
         acquired after the date hereof, will be) the sole owner of the
         Collateral; the security interest hereunder in the Collateral is a
         first, prior and perfected security interest; that there are no
         security interests, liens or encumbrances, or adverse claims of title
         to, or any other interest whatsoever in, the Collateral or any portion
         thereof except the interest of Secured Party and that created by this
         Security Agreement; and that no financing statement, mortgage or deed
         of trust covering the Collateral or any portion thereof exists or is on
         file in any public office;

                  (b) Neither the execution and delivery of this Security
         Agreement by Debtor nor the consummation of the transactions herein
         contemplated nor the fulfillment of the terms hereof will result in a
         breach of any of the terms or provisions of, or constitute a default
         under, or constitute an event which with notice or lapse of time or
         both will result in a breach of or constitute a default under, any
         agreement, indenture, mortgage, deed of trust, equipment lease,
         instrument or other document to which Debtor is a party, or conflict
         with any law, order, rule or regulation applicable to Debtor of any
         court or any federal or state government, regulatory body or
         administrative agency, or any other governmental body having
         jurisdiction over Debtor or their respective properties.

                  5. Covenants of Debtor. Debtor covenants that:

                  (a) So long as Secured Party has not completed foreclosure
         proceedings hereunder, Debtor will defend the Collateral against all
         claims and demands of all persons (other than Secured Party) at any
         time claiming the same or any interest therein;

                  (b) Debtor will not, without the prior written consent of
         Secured Party, change its place of business other than that set forth
         in this Security Agreement, or change its name, identity or corporate
         structure, and, in the event such consent is given, Debtor will execute
         and file any and all documents relative thereto, including without
         limitation, financing statements and/or amendments thereto, as
         reasonably requested by Secured Party;

                  (c) Debtor will, within five (5) business days of a request by
         Secured Party, procure or execute and deliver any document (including,
         without limitation, subordination agreements) give any notices, execute
         and file any financing statements or other documents, all in form and
         substance satisfactory to Secured Party, mark any chattel paper or
         other instrument or document, deliver any chattel paper or instruments
         to Secured Party and take any other actions which are necessary or, in
         the judgment of Secured Party, desirable to perfect or continue the
         perfection and priority of Secured Party's security interest in the
         Collateral, to protect the Collateral against the rights, claims, or
         interests of third persons or to effect the purposes of this Security
         Agreement, and will pay all reasonable costs incurred in connection
         therewith. If Debtor shall fail to fulfill its obligations described in
         this subsection (c) within the time periods provided herein, Secured
         Party is hereby authorized to sign, deliver and/or file any such
         documents, notices, financing statements or other writings, mark any
         chattel paper or instruments as it deems necessary or advisable as
         Debtor's agent and/or attorney-in-fact;

                  (d) Debtor will not, without the prior written consent of
         Secured Party, in any way hypothecate or create or permit to exist any
         lien, security interest or encumbrance on or other interest in any of
         its properties, assets or rights, including the Collateral other than
         the interest of the Secured Party created by this Security Agreement,
         nor will Debtor sell, transfer, assign, exchange, lease, or otherwise
         dispose of the Collateral. If the Collateral, or any part thereof, is
         sold, transferred, assigned, leased, exchanged, or otherwise disposed
         of in violation of these provisions, the security interest of Secured
         Party shall continue in such Collateral or part thereof notwithstanding
         such sale, transfer, assignment, lease, exchange or other disposition,
         and Debtor will hold the proceeds thereof in a separate account for
         Secured Party's benefit. Debtor will, at Secured Party's request,
         transfer such proceeds to Secured Party in kind;

                  (e) Debtor will not enter into, modify or amend any existing
         or future contracts or agreements relating to the sale, lease or
         disposition of the Collateral or any part thereof without the prior
         written consent of Secured Party. Upon request of Secured Party, Debtor
         will provide Secured Party with copies of all existing and hereafter
         created contracts and agreements relating to the Collateral or any part
         thereof and of all amendments and modifications thereto;

                  (f) Debtor will pay and discharge all taxes, assessments and
         governmental charges or levies against the Collateral prior to
         delinquency thereof and will keep the Collateral free of all unpaid
         charges whatsoever; provided however, that Debtor shall have the right
         to contest any such taxes, assessments, charges or levies, so long as
         Debtor posts an appropriate bond or takes other actions reasonably
         satisfactory to Secured Party that will ensure that Secured Party's
         rights hereunder, including its first priority lien in the Collateral,
         are not modified or diminished;

                  (g) Debtor will keep and maintain the Collateral in good
         condition and repair. Debtor will not misuse or abuse the Collateral,
         or waste or allow it to deteriorate except for the ordinary wear and
         tear of its normal and expected use in Debtor's business, and will
         comply with all laws, statutes and regulations pertaining to the use or
         ownership of the Collateral.

                  (h) Debtor will cause the Collateral to be kept insured at its
         own expense under one or more policies and against such risks and
         liabilities as are reasonably satisfactory to Secured Party.

                  (i) Debtor will, upon Secured Party's request, promptly notify
         Secured Party in writing of any event, or change of law, regulation,
         business practice, or business condition, of which it is aware, which
         may materially and adversely affect Debtor's ability to pay or perform
         any obligations secured hereunder; provided, however, that nothing
         contained in this subsection (i) shall require Debtor to disclose any
         proprietary or confidential information which could adversely impact
         Debtor's competitive position;

                  (j) Secured Party shall have the right at any time to make any
         payments and do any other acts Secured Party may reasonably deem
         necessary to protect its security interest in the Collateral,
         including, without limitation, the rights to pay, purchase, contest or
         compromise any encumbrance, charge or lien which in the judgment of
         Secured Party appears to cover or include the Collateral, and appear in
         and defend any action or proceeding purporting to affect its security
         interest in and/or the value of the Collateral, and in exercising any
         such powers or authority, the right to pay all expenses incurred in
         connection therewith, including reasonable attorneys' fees. Debtor
         hereby agrees to reimburse Secured Party for all reasonable payments
         made and reasonable expenses incurred, which amounts shall be secured
         under this Security Agreement, and agrees it shall be bound by any
         payment made or act taken by Secured Party hereunder. Secured Party
         shall have no obligation to make any of the foregoing payments or
         perform any of the foregoing acts.

                  6. Defaults and Remedies.

                  6.1 The occurrence of any one or more of the following events
         or conditions shall constitute a default under this Security Agreement
         ("Default(s)").

                           (a) Debtor fails to pay or perform any Obligation or
                  covenant required herein, or discharge any liability to
                  Secured Party in accordance with the terms upon which such
                  Obligation, covenant or liability was incurred or created
                  within thirty (30) days of giving written notice from Secured
                  Party to Debtor of such failure;

                           (b) Debtor makes or has made or furnishes or has
                  furnished any warranty, representation or statement to Secured
                  Party as set forth in with this Security Agreement, which is
                  or was false or misleading in any material respect when made
                  or furnished (a "False Warranty"), which False Warranty has a
                  material adverse impact on Secured Party;

                           (c) The Collateral, or any substantial portion
                  thereof, is destroyed or damaged and for which the Secured
                  Party is not fully insured against;

                           (d) Any lien or encumbrance other than that created
                  by this Security Agreement is placed on or any levy is made on
                  the Collateral or any portion thereof, or the Collateral or
                  any portion thereof is seized or attached pursuant to legal
                  process; provided, however, that Debtor shall post an
                  appropriate bond (only if such lien or encumbrance may be a
                  priority lien to Secured Party's lien hereunder) or take other
                  actions reasonably satisfactory to Secured Party that will
                  ensure that Secured Party's rights hereunder, including its
                  first priority lien in the Collateral, are not modified or
                  diminished;

                           (e) Debtor is unable to or does not pay all or any
                  material portion (in number or dollar amount) of its debts as
                  they become due, permits or suffers a judgment to exist
                  against it which has or may have a material impact on Debtor's
                  ability to perform its obligations under the Promissory Note
                  or hereunder (unless enforcement thereof is stayed pending
                  appeal) makes or proposes an assignment for the benefit of
                  creditors, convenes or proposes to convene a meeting of its
                  creditors, or any class thereof, for purposes of effecting a
                  moratorium upon or extension or composition of its debts,
                  proposes any such moratorium, extension or composition, or
                  commences or proposes to commence any bankruptcy,
                  reorganization or insolvency proceeding, or other proceeding
                  under any federal, state or other law for the relief of
                  debtors;

                           (f) Debtor fails to obtain the dismissal, within
                  thirty (30) days after the commencement thereof, of any
                  bankruptcy, reorganization or insolvency proceeding, or other
                  proceeding under any law for the relief of debtors, instituted
                  against it by one or more third parties, fails actively to
                  oppose any such proceeding, or, in any such proceeding,
                  defaults or files an answer admitting the material allegations
                  upon which the proceeding was based or alleges its willingness
                  to have an order for relief entered or its desire to seek
                  liquidation, reorganization or adjustment of any of its debts;

                           (g) Any receiver, trustee or custodian is appointed
                  to take possession of all or any substantial portion of the
                  assets of Debtor, or any committee of the Debtor's creditors,
                  or any class thereof, is formed for the purpose of monitoring
                  or investigating the financial affairs of Debtor or enforcing
                  such creditors' rights;

                           (h) Debtor ceases to conduct its business in the
                  ordinary course;

                  6.2 Immediately upon the occurrence of a Default hereunder,
         Secured Party may, at its option, upon five (5) business days' notice
         to or demand upon Debtor, do any one or more of the following:

                           (a) Declare all Obligations to be immediately due and
                  payable, whereupon all unpaid amounts and interest on said
                  amounts shall become and be immediately due and payable;

                           (b) Exercise any or all of the rights and remedies
                  provided for by the applicable Uniform Commercial Code,
                  specifically including, without limitation, the right to
                  recover the reasonable attorneys' fees and other reasonable
                  expenses incurred by Secured Party in the enforcement of this
                  Security Agreement or in connection with Debtor's redemption
                  of the Collateral;

                           (c) Require Debtor to assemble the Collateral or any
                  part thereof (as such term is used by the relevant Uniform
                  Commercial Code(s) and/or applied in cases thereunder) and
                  make it available at one or more places as Secured Party may
                  designate, and to deliver possession of the Collateral or any
                  part thereof to Secured Party, which delivery and assembly
                  shall be accomplished by execution of document of title and
                  Secured Party shall have full right to enter upon any or all
                  of Debtor's premises and property to exercise Secured Party's
                  rights hereunder;

                           (d) Use, manage, operate and control the Collateral
                  to preserve the Collateral or its value, including, without
                  limitation, the rights to make repairs, replacements,
                  alterations, additions and improvements to the Collateral and
                  to dispose of all or any portion of the Collateral;

                           (e) Use, in connection with any assembly, use or
                  disposition of the Collateral, copyright, patent or technical
                  knowledge or process used or utilized by Debtor;

                           (f) Enforce one or more remedies hereunder,
                  successively or concurrently, and such action shall not
                  operate to estop or prevent Secured Party from pursuing any
                  other or further remedy which it may have, and any
                  repossession or retaking or sale of the Collateral pursuant to
                  the terms hereof shall not operate to release Debtor until
                  full and final payment of any deficiency has been made in
                  cash. Debtor shall reimburse Secured Party upon demand for, or
                  Secured Party may apply any proceeds of Collateral to, the
                  costs and expenses (including reasonable attorneys' fees,
                  transfer taxes and any other charges) incurred by Secured
                  Party in connection with any sale, disposition or retention of
                  any Collateral hereunder;

                           (g) In connection with any public or private sale
                  under the applicable Uniform Commercial Code, Secured Party
                  shall give Debtor at least five (5) business days' prior
                  written notice of the time and place of any public sale of the
                  Collateral or of the time after which any private sale or
                  other intended disposition thereof is to be made, which shall
                  be deemed to be reasonable notice of such sale or other
                  disposition. Such notice may be delivered to Debtor at the
                  address set forth in Section 7.2 of this Security Agreement.
                  Secured Party shall have no obligation to exhibit (as may be
                  required, if any, under any relevant Uniform Commercial
                  Code(s) and/or applied in cases thereunder) any part of the
                  Collateral at or prior to the sale thereof;

                           (h) Proceed by an action or actions at law or in
                  equity to recover the amounts secured hereunder or to
                  foreclose this Security Agreement and sell the Collateral, or
                  any portion thereof, pursuant to a judgment or decree of a
                  court or courts of competent jurisdiction; and

                           (i) In the event Secured Party recovers possession of
                  all or any part of the Collateral pursuant to a writ of
                  possession or other judicial process, whether prejudgment or
                  otherwise, Secured Party may thereafter retain, sell or
                  otherwise dispose of such Collateral in accordance with this
                  Security Agreement or the applicable Uniform Commercial Code,
                  and following such retention, sale or other disposition,
                  Secured Party may voluntarily dismiss without prejudice the
                  judicial action in which such writ of possession or other
                  judicial process was issued. Debtor hereby consents to the
                  voluntary dismissal by Secured Party of such judicial action,
                  and Debtor further consents to the exoneration of any bond
                  which Secured Party filed in such action.

         7. Miscellaneous Provisions.

                  7.1 Applicable Law; Entire Agreement; Modification. The
         existence, validity, construction, operation and effect of this
         Security Agreement shall be determined in accordance with and be
         governed by the laws of the State of Minnesota. The parties agree that
         any action regarding this Security Agreement shall be venued solely in
         any federal district or state court in the State of Minnesota. The
         parties agree to submit to the personal jurisdiction of any such court
         and hereby waive any objection thereto. This Security Agreement
         constitutes the entire agreement between the parties and supersedes all
         previous understandings, commitments or representations concerning the
         subject matter. The parties each acknowledge that the other party has
         not made any representations other than those which are contained
         herein (or any exhibit or attachment thereto). This Security Agreement
         may not be amended or modified in any way, except by a writing signed
         by an authorized officer or the party against whom the amendment,
         modification or waiver is sought to be enforced.

                  7.2 Notices. All notices and other communications from either
         party to the other hereunder shall be in writing and shall be deemed
         received upon actual receipt when personally delivered, upon
         acknowledgment of receipt if sent by facsimile or upon the expiration
         of the third business day after being deposited in the United States
         mails, postage prepaid, certified or registered mail, addressed to the
         other party as follows:

         TO SECURED PARTY:

         If by mail:                        Lund International Holdings, Inc.
                                            911 Lund Boulevard
                                            Anoka, Minnesota 55303
                                            Attention:  Jay Allsup

         If by Fax:                         (612) 576-4297
                                            Attention: Jay Allsup


         TO DEBTOR:

         If by mail:                        Innovative Accessories, Inc.
                                            7949 East I-35 Service Road
                                            Oklahoma City, OK 73149
                                            Attention:  James A. Nett, President

         If by Fax:                         (918) 224-8227
                                            Attention:  James A. Nett, President


         All payments to be made under this Security Agreement, if made by mail,
         shall be deemed to have been made on the date of receipt thereof. The
         parties hereto may change their addresses by giving notice thereof in
         conformity with this Section 7.2.

                  7.3 Severability. Nothing contained in this Security Agreement
         shall be construed so as to require the commission of any act contrary
         to Law, and wherever there is any conflict between any provision of
         this Security Agreement and any Law, such Law shall prevail; provided,
         however, that in such event the provisions of this Security Agreement
         so affected shall be curtailed and limited only to the extent necessary
         to permit compliance with the minimum legal requirement, and no other
         provisions of this Security Agreement shall be affected thereby and all
         such other provisions shall continue in full force and effect.

                  7.4 Successors, Assignment. This Security Agreement shall be
         binding on and shall inure to the benefit of any and all successors and
         assigns of the parties. Any purported assignment by Debtor without the
         prior written consent of Secured Party, which may be withheld in its
         sole discretion, shall be null and void and of no force and effect.
         Secured Party shall have the right to assign its interest under this
         Security Agreement.

                  7.5 Heading. The descriptive headings of the several sections
         and paragraphs of this Security Agreement are inserted for convenience
         only and do not constitute a part of this Security Agreement.

                  7.6 Counterparts. This Security Agreement may be executed in
         several counterparts, each of which shall be deemed an original, and
         all such counterparts together shall constitute but one and the same
         instrument.

                  7.7 No Waiver. No delay in enforcing or failure to enforce any
         right under this Security Agreement by Secured Party shall constitute a
         waiver by Secured Party of such right. No waiver by Secured Party of
         any default or Default hereunder shall be effective unless in writing,
         nor shall any waiver operate as a waiver of any other default or
         Default or of the same default or Default on a future occasion.

                  7.8 Time of the Essence. Time is of the essence of each
         provision of this Security Agreement of which time is an element.

                  7.9 Definitions. All terms not defined herein shall have the
         meaning set forth in the applicable Uniform Commercial Code, except
         where the context otherwise requires.

                  7.10 Survival of Provisions. All representations, warranties
         and covenants of Debtor contained herein shall survive the execution
         and delivery of this Security Agreement, and shall terminate only upon
         the full and final payment and performance by Debtor of its
         indebtedness and obligations secured hereunder.

                  7.11 Power of Attorney. Debtor hereby appoints and constitutes
         Secured Party as Debtor's attorney-in-fact for purposes of (i)
         collecting accounts or proceeds of any Collateral, (ii) conveying any
         item of Collateral, only upon an event of Default, to any purchaser
         thereof, (iii) executing, delivering, marking and/or filing any
         documents or instruments which Secured Party may file pursuant to the
         last sentence of Section 5(c) hereof; and (iv) making any payments or
         taking any acts under section 5(j) hereof. Secured Party's authority
         hereunder shall include, without limitation, the authority to endorse
         and negotiate, for Secured Party's own account, any checks or
         instruments in the name of Debtor, to execute and receive any
         certificate of ownership or any document, to transfer title to any item
         of Collateral, and to take any other actions necessary or incident to
         the powers granted to Secured Party in this Security Agreement. This
         power of attorney is coupled with an interest and is irrevocable by
         Debtor.

                  7.12 Authority of the Secured Party. Secured Party shall have
         and be entitled to exercise all powers hereunder which are specifically
         delegated to Secured Party by the terms hereof, together with such
         powers as are reasonably incident thereto. Secured Party may perform
         any of its duties hereunder or in connection with the Collateral by or
         through agents or employees and shall be entitled to retain counsel and
         to act in reliance upon the advice of counsel concerning all such
         matters. Neither Secured Party nor any director, officer, employee,
         attorney or agent of Secured Party shall be liable to Debtor for any
         action taken or omitted to be taken by it or them hereunder, except for
         its or their own recklessness, gross negligence or willful misconduct;
         nor shall Secured Party be responsible for the validity, effectiveness
         or sufficiency hereof or of any document or security furnished pursuant
         hereto, except for the release of the Security documents. Secured
         Party, and its directors, officers, employees, attorneys or agents,
         shall be entitled to rely on any communication, instrument or document
         believed by it or them to be genuine and correct and to have been
         signed or sent by the proper person or persons. Debtor agrees to
         indemnify and hold harmless Secured Party and/or any such other person
         from and against any and all costs, expenses (including reasonable
         attorneys' fees) claims or liability incurred by Secured Party or such
         person hereunder, unless such claim or liability shall be due to
         recklessness, willful misconduct or gross negligence on the part of
         Secured Party or such person.

                  7.13 Termination of Agreement. This Security Agreement shall
         terminate upon full and final payment and performance of all the
         Obligations. At such time, Secured Party shall release its interest to
         Debtor in all of the Collateral hereunder which has not been sold,
         disposed of, retained or applied by Secured Party in accordance with
         the terms hereof. Such release shall be without warranty by or recourse
         to Secured Party, except that Secured Party shall warrant that the
         Collateral shall be free and clear of any liens or encumbrances caused
         by it, and shall be at the expense of Debtor. Both parties shall
         reasonably provide the other with requested documentation and filings
         with respect to such release.

                  7.14 Attorneys' Fees. In any action or proceeding brought to
         enforce any provision of this Security Agreement, or to seek damages
         for a breach of any provision hereof, or where any provision hereof is
         validly asserted as a defense, the successful party shall be entitled
         to recover reasonable attorneys' fees in addition to any other
         available remedy.



         IN WITNESS WHEREOF, each of the parties hereto has duly executed and
delivered this Agreement as of the day and year first written above.

"SECURED PARTY"                                       "DEBTOR"

LUND INTERNATIONAL HOLDINGS, INC.                     INNOVATIVE ACCESSORIES,
                                                      INC.


By:  /s/ Jay M. Allsup                                By:  /s/ James A. Nett
Its: CFO                                              Its: PRES