Hazardous Substances Agreement

RECORDATION REQUESTED BY: SouthTrust Bank Administration-Biloxi 854 Howard Avenue Biloxi, MS 35930


WHEN RECORDED MAIL TO: SouthTrust Bank RLPC South AL A-048-CB-0220 P. 0. Box 230517 Montgomery, AL 36123-0517


SEND TAX NOTICES TO:


SPACE ABOVE THIS LINE IS FOR RECORDER'S USE ONLY - --------------------------------------------------------------------------------


This Hazardous Substances Agreement prepared by:
Glenn Nash
SouthTrust Bank
854 Howard Avenue
Biloxi, MS 35930
(228) 436-8671


NOTE TO CHANCERY CLERK: The Land affected by the instrument is located in the following sections, townships, and ranges, and the following quarter-quarter sections, governmental lots or other applicable subdivisions of each section: 555 Bayview Avenue, Biloxi, MS. - --------------------------------------------------------------------------------


HAZARDOUS SUBSTANCES CERTIFICATE AND INDEMNITY AGREEMENT


THIS HAZARDOUS SUBSTANCES AGREEMENT dated November 14, 2002, is made and executed among CUSTOM PACK INC, 555 BAYVIEW AVE, BILOXI, MS 39530 (sometimes referred to below as "Borrower" and sometimes as "Indemnitor"; and SouthTrust Bank, Administration-Biloxi, 854 Howard Avenue, Biloxi, MS 35930 (referred to below as "Lender"). For good and valuable consideration and to induce Lender to make a Loan to Borrower, each party executing this Agreement hereby represents and agrees with Lender as follows:


PROPERTY DESCRIPTION. The word "Property" as used in this Agreement means the following Real Property located in ____________________ County, State of Mississippi:


See the exhibit or other description document which is attached to this
Agreement and made a part of this Agreement as if fully set forth herein.


The Real Property or its address is commonly known as 555 Bayview Ave., Biloxi, MS 39530.


REPRESENTATIONS. The following representations are made to Lender, subject to disclosures made and accepted by Lender in writing:


Use of Property. After due inquiry and investigation, Indemnitor has no knowledge, or reason to believe, that there has been any use, generation, manufacture, storage, treatment, refinement, transportation, disposal, release, or threatened release of any Hazardous Substance by any person on, under, or about the Property.


Hazardous Substances. After due inquiry and investigation, Indemnitor has no knowledge, or reason to believe, that the Collateral, whenever and whether owned by previous Occupants, has ever contained asbestos, PCB or other Hazardous Substances, whether used in construction or stored on the Collateral.


No Notices. Indemnitor has received no summons, citation, directive, letter or other communication, written or oral, from any agency or department of any county or state or the U.S. Government concerning any intentional or unintentional action or omission on, under, or about the Property which has resulted in the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping of Hazardous Substances into any waters or onto any lands or where damage may have resulted to the lands, waters, fish, shellfish, wildlife, biota, air or other natural resources.


AFFIRMATIVE COVENANTS. Subject to disclosures made and accepted by Lender in writing, Indemnitor covenants with Lender as follows:


Use of Property. Indemnitor will not use and does not intend to use the
Property to generate, manufacture, refine, transport, treat, store, handle
or dispose of any Hazardous Substances.


Compliance with Environmental Laws. Indemnitor shall cause the Collateral
and the operations conducted on it to comply with any and all Environmental
Laws and orders of any governmental authorities having jurisdiction under
any Environmental Laws and shall obtain, keep in effect and comply with all
governmental permits and authorizations required by Environmental Laws with
respect to such Collateral or operations. Indemnitor shall furnish Lender
with copies of all such permits and authorizations and any amendments or
renewals of them and shall notify Lender of any expiration or revocation of
such permits or authorizations.


Preventive, Investigatory and Remedial Action. Indemnitor shall exercise
extreme care in handling Hazardous Substances if Indemnitor uses or
encounters any. Indemnitor, at Indemnitor's expense, shall undertake any
and all preventive, investigatory or remedial action (including emergency
response, removal, containment and other remedial action) (a) required by
any applicable Environmental Laws or orders by any governmental authority
having jurisdiction under Environmental Laws, or (b) necessary to prevent
or minimize property damage (including damage to Occupant's own property),
personal injury or damage to the environment, or the threat of any such
damage or injury, by releases of or exposure to Hazardous Substances in
connection with the Property or operations of any Occupant on the Property.
In the event Indemnitor fails to perform any of Indemnitor's obligations
under this section of the Agreement, Lender may (but shall not be required
to) perform such obligations at Indemnitor's expense. All such costs and
expenses incurred by Lender under this section and otherwise under this
Agreement shall be reimbursed by Indemnitor to Lender upon demand with
interest at the Loan default rate, or in the absence of a default rate, at
the Loan interest rate. Lender and Indemnitor intend that Lender shall have
full recourse to Indemnitor for any sum at any time due to Lender under
this Agreement. In performing any such obligations of Indemnitor, Lender
shall at all times be deemed to be the agent of Indemnitor and shall not by
reason of such performance be deemed to be assuming any responsibility of
Indemnitor under any Environmental Law or to any third party. Indemnitor
hereby irrevocably appoints Lender as Indemnitor's attorney-in-fact with
full power to perform such of Indemnitor's obligations under this section
of the Agreement as Lender deems necessary and appropriate.


Notices. Indemnitor shall immediately notify Lender upon becoming aware of
any of the following:


(1) Any spill, release or disposal of a Hazardous Substance on any of
the Property, or in connection with any of its operations if such
spill, release or disposal must be reported to any governmental
authority under applicable Environmental Laws.


(2) Any contamination, or imminent threat of contamination, of the
Property by Hazardous Substances, or any violation of


HAZARDOUS SUBSTANCES AGREEMENT Loan No: 0000274076 (Continued) Page 2 - --------------------------------------------------------------------------------


Environmental Laws in connection with the Property or the operations
conducted on the Property.
(3) Any order, notice of violation, fine or penalty or other similar
action by any governmental authority relating to Hazardous Substances
or Environmental Laws and the Property or the operations conducted on
the Property.
(4) Any judicial or administrative investigation or proceeding
relating to Hazardous Substances or Environmental Laws and to the
Property or the operations conducted on the Property.
(5) Any matters relating to Hazardous Substances or Environmental Laws
that would give a reasonably prudent Lender cause to be concerned that
the value of Lender's security interest in the Property may be reduced
or threatened or that may impair, or threaten to impair, Indemnitor's
ability to perform any of its obligations under this Agreement when
such performance is due.


Access to Records. Indemnitor shall deliver to Lender, at Lender's request,
copies of any and all documents in Indemnitor's possession or to which it
has access relating to Hazardous Substances or Environmental Laws and the
Property and the operations conducted on the Property, including without
limitation results of laboratory analyses, site assessments or studies,
environmental audit reports and other consultants' studies and reports.


Inspections. Lender reserve ...