EXHIBIT 10.10
PACCAR
FINANCIAL DIRECT LOAN SECURITY AGREEMENT

This DIRECT LOAN SECURITY AGREEMENT ("Security Agreement"), made on November 8,
2002 by and between Rugged Liner, Inc. a business with its principal place of
business at 951 AIKEN RD., OWOSSO, MICHIGAN 48867 ("Debtor") and PACCAR
FINANCIAL CORP. a Washington corporation with an address at 777 106th Ave. NE,
BELLEVUE, WASHINGTON 98004 ("Secured Party")

1. INDEBTEDNESS. For value received, Debtor promises to pay Secured Party at its
office located at the address stated above or such other place as Secured Party
designates.

The amount owed herein shall be repaid in consecutive installments (including
both principal and interest) as follows:

INSTALLMENTS

PAYMENT DATE NUMBER F PAYMENT PAYMENT AMOUNT

Dec 8, 2002 60 $2,444.31

beginning December 8, 2002 and on the same day of each month thereafter (each a
"Payment Date") until November 8, 2007, when the entire unpaid balance of
principal and interest, plus any other accrued charges, shall become due and
payable. The original principal balance herein is $120,549.56, and interest paid
on the unpaid principal balance from and including the date hereof shall be
calculated at the rate of 8.0 % per annum. Interest start date is November 8,
2002.

The interest accrued may vary each month based on the timeliness of receipt of
payments compared to the Payment Dates outlined above. Late payments will cause
total interest paid to be higher than originally expected, and early payments
will cause total interest to be lower than originally expected. The final
payment will be adjusted to reflect the timeliness of payment receipt.

The principal balance includes one or more official fees in the total amount of
$0.00, a document preparation fee of $0.00, and the cost of financing a
Preventive Maintenance Customer Agreement in the amount of $0.00.

Debtor may prepay in full, but not in part, its entire indebtedness hereunder
upon payment of a premium equal to 1/12 of 1% (.00083) of the current principal
balance at the time of such prepayment multiplied by the number of full months
remaining in the term of the Security Agreement, provided that such prepayment
penalty is not prohibited by applicable state law, otherwise at the highest
prepayment penalty Debtor can legally obligate itself to pay and/or Secured
party can legally collect.

2. USE OF PROCEEDS. Secured Party is hereby irrevocably authorized and directed
to disburse the proceeds of this Security Agreement as follows:

AMOUNT PAYEE NAME PAYEE ADDRESS
- ---------------------------------------------------------------------------------------------------------------

$120,549.56 Mid-Michigan Great Dane, Inc. 4350 Clyde Park Ave. SW, Grand Rapids, Michigan 49509-4057

Debtor hereby acknowledges and agrees that the proceeds of this Security
Agreement will be used for commercial or business 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.

3. SECURED INDEBTEDNESS. This Security Agreement secures the payment of the
indebtedness set forth above and any and all other obligations and liabilities
of Debtor to Secured Party whether due or to become due, direct or contingent,
now existing or hereafter incurred of any nature whatsoever, including without
limitation all legal fees, court costs and expenses of whatever kind

incident to the collection of any of said indebtedness or "Indebtedness").
Without limiting the generality of the foregoing, this Security Agreement
secures the payment of all amounts which constitute part of the Indebtedness and
would be owed by Debtor to Secured Party but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving Debtor.

4. GRANT OF SECURITY INTEREST. Debtor hereby grants to Secured Party, its
successors and assigns forever, a security interest in and against the following
equipment, motor vehicles, fixtures, goods, general intangibles, and any
additions, attachments, accessories and accessions thereto, any substitutions,
replacements or exchanges therefor, and any and all proceeds of any and all
other of the foregoing and, to the extent not otherwise included, all (a)
payments under insurance (whether or not Secured Party is the loss payee
thereof), or any indemnity, warranty or guaranty, payable by reason of loss or
damage to or otherwise with respect to any of the foregoing and (b) cash, all of
which property and proceeds is hereinafter individually and collectively
referred to as the "Collateral":

DEBTOR: Rugged Liner, Inc.
CONTRACT DATE: November 8, 2002

PACCAR
FINANCIAL DIRECT LOAN SECURITY AGREEMENT

DESCRIPTION OF COLLATERAL
YEAR MAKE MODEL VEHICLE IDENTIFICATION COMMENT

****************************** SEE COLLATERAL ADDENDUM ******************************

5. RIGHTS OF SECURED PARTY IN THE COLLATERAL. The surrender of any document
evidencing the Indebtedness or any other obligation or liability secured hereby,
upon payment or otherwise, shall not affect the rights of Secured Party to
retain the Collateral for such other obligations and liabilities as may then
exist. Any third person at any time and from time to time holding all or a
portion of the Collateral shall be deemed to be holding and shall hold the
Collateral as the agent of, and as pledge holder for, Secured Party. At any time
and from time to time, Secured Party may give notice to any third person holding
all or any portion of the Collateral that such third person is holding the
Collateral as the agent of, and as pledge holder for, Secured Party.

6. DEBTOR REPRESENTATIONS AND WARRANTIES. Debtor represents and warrants as
follows: (a) If Debtor is a corporation, (i) it is duly organized, validly
existing and in good standing in its state of incorporation and is authorized to
conduct its business in all of the jurisdictions wherever it engages in such
business, and (ii) this Security Agreement is executed pursuant to authority of
its Board of Directors and with the consent of its shareholders; (b) Debtor is
the legal and beneficial owner of the Collateral free and clear of any lien,
security interest, option or other charge or encumbrance except for the security
interest created by this Security Agreement. No effective financing statement or
other document similar in effect covering all or any part of the Collateral is
on file in any recording office, except as may have been filed in favor of
Secured Party relating to this Security Agreement. Debtor has no trade names
other than those previously disclosed to Secured Party; (c) Debtor has exclusive
possession and control of the Collateral; (d) This Security Agreement creates a
valid first priority security interest in the Collateral, securing the payment
of the Indebtedness, and all filings and other actions necessary or desirable to
perfect and protect such security interest have been duly taken; (e) No consent
of any other person or entity and no authorization, approval, or other action
by, and no notice to or filing with, any governmental authority or regulatory
body is required for the perfection or maintenance of the security interest
created hereby (including the first priority nature of such security interest);
(f) There are no conditions precedent to the effectiveness of this Security
Agreement that have not been satisfied or waived; (g) the Collateral will be
titled in the State of Michigan; (h) Debtor will immediately notify Secured
Party in writing of any change in Debtor's principal place of business
identified above; and (i) this Security Agreement is entered into in the State
of Michigan and is governed by its laws.

7. CERTIFICATE OF TITLE-LIENS. Debtor agrees that any Certificate of Title on
the Collateral will show Secured Party's security interest (lien) and will be
delivered promptly to Secured Party. Secured Party shall hold the Certificate of
Title until Debtor pays all of the Indebtedness and performs all other
obligations under this Security Agreement. Debtor promises not to give any other
party a lien or security interest in the Collateral without Secured Party's
written consent. Debtor promises not to part with possession of, sell or lease
the Collateral without Secured Party's written consent. Debtor hereby (a) agrees
that from time to time, at the expense of the Debtor, Debtor will promptly
execute and deliver all further instruments and documents, and take all further
action, that may be necessary or desirable, or that Secured Party may request,
in order to perfect or protect any security interest granted or purported to be
granted hereby or to enable Secured Party to exercise and enforce its rights and
remedies hereunder with respect to any Collateral, and (b) grants to Secured
Party the power to sign Debtor's name and on behalf of Debtor to execute and
file applications for title, transfers of title, financing statements, notices
of lien and other documents pertaining to any or all of the Collateral.

8. INSURANCE. Debtor shall keep the Collateral continuously insured against
fire, theft, collision, and any other hazard Secured Party specifies by any
insurance company Secured Party has approved. The amount of insurance shall be
the full insurable value of the Collateral or the full amount of all obligations
this Security Agreement secures, whichever is greater. 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-delivered to Secured Party
at least ten (10) days before the cancellation date. If the Collateral is lost
or damaged, Secured Party shall have full power to collect any or all insurance
proceeds and to apply them as Secured Party chooses either (i) to satisfy any
obligation secured by this Security Agreement (whether or not due or otherwise
matured), or (ii) to repair the Collateral. If Debtor obtains insurance from a
company Secured Party has not approved, or fails to obtain any insurance,
Secured Party may (but does not have to) obtain any insurance Secured Party
desires to protect its interests. If Secured Party does so, Debtor shall
reimburse Secured Party upon demand for its expenses. Secured Party shall have
no liability at all for any losses which occur because no insurance was obtained
or any insurance which has been obtained is incomplete.

9. TAXES. Debtor agrees to pay before delinquency all taxes, license fees and
other governmental charges imposed on the Collateral or its sales or use.

DEBTOR: Rugged Liner, Inc.
CONTRACT DATE: November 8, 2002

PACCAR
FINANCIAL DIRECT LOAN SECURITY AGREEMENT

10. USE OF COLLATERAL. Debtor shall keep the Collateral in good repair, shall
prevent any waste, loss, damage, or destruction of or to the Collateral, shall
prevent any unlawful use of the Collateral, and shall not make or allow to be
made any significant change in the Collateral or its chassis, body, or special
equipment, without Secured Party's written consent. Debtor assumes all risk of
damage, loss, or destruction of or to the Collateral, whether or not insured
against. Secured Party may examine the Collateral wherever located at any time,
and Debtor will inform Secured Party of the Collateral's location upon Secured
Party's request.

11. EXPENSE PAID BY SECURED PARTY. Debtor agrees to reimburse Secured Party upon
demand for any expenses paid by Secured Party such as taxes, insurance premiums,
repair bills, title fees, the expenses set forth in Section 16 (d) hereof and
any other expenses necessary to protect Secured Party's security interest in the
Collateral. Debtor's obligation to pay the expenses shall be secured by this
Security Agreement.

12. NO WARRANTY. If the Collateral is new, there is no warranty other than that
of the manufacturer. If the Collateral is used, it is sold "AS IS" and "WITH ALL
FAULTS." SECURED PARTY MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE UNLESS SET OUT IN WRITING AND SIGNED BY SECURED PARTY THERE
ARE NO OTHER WARRANTIES EXPRESS OR IMPLIED.

13. ADDITIONS TO COLLATERAL. Anything added to the Collateral, including but not
limited to engines, transmissions, tires, wheels, fifth wheels, radios and
electrical equipment, tanks and any other body or structure, becomes part of the
Collateral and is subject to Secured Party's security interest, and must stay
with the Collateral if repossessed or returned to Secured Party.

14. PAYMENT APPLICATION AND DELINQUENCY CHARGES. All payments shall be applied
first to interest and then to principal. For each installment not paid when due,
Debtor agrees to pay 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 (but under no circumstances shall the
delinquency charge exceed $10 for contracts governed by Arizona law, $25 for
contracts governed by Nebraska law, nor, for contracts governed by Pennsylvania
law, 4% of each overdue installment, per month, for the period of delinquency),
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.

15. DEFAULT. Time is of the essence of this Security Agreement. The due dates
for payments and the performance of the other obligations under this Security
Agreement are among its most crucial provisions. Debtor shall be in default
under this Security Agreement upon the occurrence of any of the following: (a)
Debtor fails to pay on or before the due date the full amount of any scheduled
payment, taxes, insurance premium, or other obligation secured by this Security
Agreement; (b) Debtor fails to perform any of Debtor's obligations under this
Security Agreement; (c) Any representation Debtor has made in this Security
Agreement or in any credit application or financial statement Debtor has given
to Secured Party in connection with the credit secured by this Security
Agreement turns out to be false; (d) Any check, note or other instrument given
for a payment is dishonored when presented for payment; (e) The Collateral is
seized or levied upon under any legal or governmental process or proceeding
against Debtor or the Collateral; (f) Debtor becomes insolvent or subject to
insolvency proceedings as defined in the Uniform Commercial Code or becomes
subject to bankruptcy; (g) Debtor defaults in the payment or performance of any
other agreement in connection with any other obligation for borrowed money; or
(h) Secured Party reasonably deems the Collateral in danger of misuse,
confiscation, damage, or destruction.

16. REMEDIES. In the event of an event of default, Secured Party may declare the
entire Indebtedness secured by this Security Agreement immediately due and
payable, without protest, presentment, notice, or demand, all of which Debtor
waives. All sums remaining unpaid in the agreed or accelerated date of maturity
shall bear interest at the rate of 1-1/2% per month, provided that such a rate
is not prohibited by law, otherwise at the highest lawful contract rate. If
Debtor defaults under this Security Agreement, in addition to the rights that
Secured Party has under the law in effect at the time of default, the following
provisions shall apply: (a) On Secured Party's demand, Debtor shall deliver
possession of the Collateral to Secured Party at a place Secured Party
designates reasonably convenient to both parties: (b) Secured Party may enter
any premises where the Collateral may be found and take possession of it without
notice, demand, or legal proceedings: (c) Secured Party shall give Debtor at
least ten (10) days written notice of any sale of the Collateral, which Debtor
agrees to be reasonable notice. Notice shall be given at the address specified
in this Security Agreement or other such address that Debtor may have previously
specified in writing to Secured Party. Notice shall be effective when deposited
in the mails, postage prepaid, addressed as provided above: (d) Expenses of
retaking, holding, preparing for sale, selling and the like shall include (i)
the fees of any

attorneys retained by Secured Party and (ii) all other legal expenses incurred
by Secured Party. Debtor agrees that it shall be liable for and shall promptly
pay any deficiency resulting from any disposition of the Collateral after
default.

17. NO WRONGFUL POSSESSION. Debtor agrees that if Secured Party repossesses the
Collateral or otherwise obtains possession of it, Secured Party will not be in
wrongful possession of any property contained in the Collateral or attached to
it in which Secured Party does not have a security interest. Secured Party
agrees to make any such property available to Debtor to take back at a place
reasonably convenient to both parties.

DEBTOR: Rugged Liner, Inc.
CONTRACT DATE: November 8, 2002

PACCAR
FINANCIAL DIRECT LOAN SECURITY AGREEMENT

18. VARIATIONS OF CONTRACT. No provision of this Security Agreement may be
changed or amended unless by a written contract signed by Secured Party. Secured
Party's acceptance of late payments does not mean that Secured Party is
obligated to accept late payments in the future. No waiver of any default shall
operate as a waiver of any other default.

19. ENTIRE AGREEMENT: SEVERABILITY. This Security Agreement is the complete and
exclusive statement of rights and duties between Debtor and Secured Party. If
any provision is held unenforceable, it shall be deemed omitted without
affecting the enforceability of the remaining provisions.

20. BAD CHECKS. Whenever a check, draft or order given by or on behalf of
Debtor, for the purpose of payment of any obligation arising under this Security
Agreement, has been dishonored for lack of funds or credit to pay the same or
the maker, issuer or drawer has no account with the drawee, Secured Party may
collect from Debtor a reasonable handling fee, not to exceed the maximum amount
allowed by law in the state chosen by the parties to govern this Security
Agreement.

21. CROSS COLLATERAL. Debtor grants to Secured Party a security interest in all
collateral securing the payment and performance on any and all absolute or
contingent obligations and liabilities of Debtor to Secured Party, now existing
or hereinafter arising, whether under this Security Agreement or any other
agreement between Debtor and Secured Party, including, but not limited to,
security agreement retail installment contracts and equipment lease agreements.

22. MISCELLANEOUS. (a) This Security Agreement shall be binding, jointly and
severally, upon all parties described as the "Debtor" and their respective
heirs, executors, representatives, successors and assigns, and shall inure to
the benefit of Secured Party, its successors and assigns. (b) This Security
Agreement and any other evidence of the Indebtedness given in connection
herewith may be assigned without notice to Debtor and Debtor hereby waives any
defense, counterclaim or cross-complaint by Debtor against any assignee,
agreeing that Secured Party shall be solely responsible therefor. (c) Debtor
waives all homestead and other property exemption laws. (d) Debtor agrees to
furnish its annual financial statements and such interim statements as Secured
Party may require in form satisfactory to Secured Party. Any and all financial
statements will be prepared on a basis of generally accepted accounting
principles, and will be complete and correct and fairly present Debtor's
financial condition as of the date thereof. Secured Party may at any reasonable
time examine the books and records of Debtor and make copies thereof. (e) Debtor
acknowledges receipt of a true copy of this Security Agreement, and waives
acceptance hereof. (f) This Security Agreement shall continue in full force and
effect for so long as there shall remain in existence obligations or liabilities
from Debtor to Secured Party and for so long after the payment of all
outstanding obligations and liabilities as it is reasonably contemplated that
there may be future obligations and liabilities between Debtor and Secured
Party, which future obligations and liabilities shall be secured by the security
interest granted in this Security Agreement. (g) This Security Agreement may be
executed in one or more counterparts, each of which may be deemed to be the
original instrument, but all of which together shall constitute but one
instrument, and only one set of rights, duties and obligations shall arise
therefrom.

23. ADDITIONAL STATE-SPECIFIC PROVISIONS. For purposes of Florida law, the term
"principal balance" shall mean the "amount financed," i.e., the amount of credit
provided to you. For purposes of Texas law, the term "principal balance" shall
mean the "unpaid balance," i.e., the amount financed.

Texas document preparation fee disclosure: "A DOCUMENTARY FEE IS NOT AN OFFICIAL
FEE. A DOCUMENTARY FEE IS NOT REQUIRED BY LAW, BUT MAY BE CHARGED TO BUYERS FOR
HANDLING DOCUMENTS AND PERFORMING SERVICES RELATING TO THE CLOSING OF A SALE. A
DOCUMENTARY FEE MAY NOT EXCEED $50 FOR A MOTOR VEHICLE CONTRACT OR A REASONABLE
AMOUNT AGREED TO BY THE PARTIES FOR A HEAVY COMMERCIAL VEHICLE CONTRACT. THIS
NOTICE IS REQUIRED BY LAW."

DEBTOR: Rugged Liner, Inc.
CONTRACT DATE: November 8, 2002

PACCAR
FINANCIAL DIRECT LOAN SECURITY AGREEMENT

NOTICE TO DEBTOR

1. LIABILITY INSURANCE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED TO OTHERS
NOT INCLUDED UNDER THIS CONTRACT.

2. DO NOT SIGN THIS SECURITY AGREEMENT BEFORE YOU HAVE READ IT OR IF IT
CONTAINS ANY BLANK SPACES.

3. YOU ARE ENTITLED TO AN EXACT COPY OF THE SECURITY AGREEMENT YOU SIGN.

4. UNDER THE LAW, YOU HAVE THE RIGHT: (A) TO PAY OFF IN ADVANCE THE FULL AMOUNT
AND MAY OBTAIN A PARTIAL REFUND OF THE FINANCE CHARGE; (B) TO REDEEM THE
PROPERTY IF REPOSSESSED FOR A DEFAULT; AND (C) TO REQUIRE, UNDER CERTAIN
CONDITIONS, A RESALE OF THE PROPERTY, IF REPOSSESSED.

5. KEEP THIS SECURITY AGREEMENT TO PROTECT YOUR LEGAL RIGHTS.

6. NOTICE REQUIRED FOR CONTRACTS GOVERNED BY ARIZONA LAW: SELLER IS REGULATED
BY THE ARIZONA STATE BANKING DEPARTMENT, AND COMPLAINTS CONCERNING THIS
CONTRACT MAY BE MADE TO THAT AGENCY AT 2910 N. 44TH STREET, SUITE 310,
PHOENIX, AZ 85018 ((602) 255-4421).

7. NOTICE REQUIRED FOR CONTRACTS GOVERNED BY TEXAS LAW: TO CONTACT PACCAR
FINANCIAL CORP. ABOUT THIS ACCOUNT, CALL (940) 484-8100. THIS CONTRACT IS
SUBJECT IN WHOLE OR IN PART TO TEXAS LAW, WHICH IS ENFORCED BY THE CONSUMER
CREDIT COMMISSIONER, 2601 NORTH LAMAR, AUSTIN, TX 78705 ((713) 461-4074).

DEBTOR ACKNOWLEDGES THAT A TRUE COPY OF THIS SECURITY AGREEMENT HAS BEEN
RECEIVED, READ, AND WAS COMPLETELY FILLED IN BEFORE BEING SIGNED.

IN WITNESS WHEREOF, Debtor and Secured Party, intending to be legally bound
hereby, have duly executed this Security Agreement as of the day and year first
above written.

SECURED PARTY: DEBTOR:
PACCAR FINANCIAL CORP. RUGGED LINER, INC.

NAME: Mark Thessen NAME: Gregory T. Strzynski

TITLE: Area Administration Manager TITLE. Chief Financial Officer

DATE: November 8, 2002 DATE: November 8, 2002

TAX ID:
38-3330167

Executed in City: _______________ State ______________
Initials: _________

DEBTOR: Rugged Liner, Inc.
CONTRACT DATE: November 8, 2002

PACCAR DIRECT LOAN SECURITY AGREEMENT
FINANCIAL COLLATERAL ADDENDUM
- --------------------------------------------------------------------------------

This Collateral Addendum is annexed to and made part of a Direct Loan Security
Agreement dated November 8, 2002 by and between PACCAR Financial Corp. as
"Secured Party" and Rugged Liner, Inc. as "Debtor' and describes collateral in
which Debtor grants Secured Party a security interest under the terms and
conditions of Paragraphs 3 and 4 of the Direct Loan Security Agreement.

- --------------------------------------------------------------------------------
DESCRIPTION OF COLLATERAL
- --------------------------------------------------------------------------------
YEAR MAKE MODEL VEHICLE IDENTIFICATION COMMENT
---- ---- ----- ---------------------- -------

2003 Great Dane 7441 Van Trailer 3B069801
2003 Great Dane 7441 Van Trailer 3B069802
2003 Great Dane 7441 Van Trailer 3B069803
2003 Great Dane 7441 Van Trailer 3B069804
2003 Great Dane 7441 Van Trailer 3B069805
2003 Great Dane 7441 Van Trailer 3B069806 i

SECURED PARTY: DEBTOR:
PACCAR Financial Corp. Rugged Liner, Inc.

BY: BY:

NAME: Mark Thessen NAME: Gregory T. Strzynski
TITLE: Area Administration Manager TITLE: Chief Financial Officer
DATE: November 8, 2002 DATE: November 8, 2002

DEBTOR: Rugged Liner, Inc.
CONTRACT DATE: November 8, 2002

PACCAR
FINANCIAL DIRECT LOAN SECURITY AGREEMENT GUARANTY

Reference is made to the Direct Loan Security Agreement (the "Agreement") dated
November 8, 2002 between PACCAR Financial Corp. as "Secured Party and RUGGED
Liner, Inc. as "Debtor."

For valuable consideration, the receipt of which is hereby acknowledged, and to
induce Secured Party to enter Into the Agreement. Guarantor (moaning all
undersigned Guarantors, If more than one, jointly and severally) hereby
unconditionally guarantees to Secure Party and its assigns, regardless of the
enforceability of the Agreement, or of any other circumstances which might
affect the liability of Guarantor, that (I) all Debtor's indebtedness under the
Agreement (the "Debt"), including without limitation each installment thereof,
will be, paid in full when due, whether otherwise, at stated maturity or
maturity by acceleration or in accordance with the terms of the Agreement, and
(it) In case of any extension of time of payment or renewal of any of the Debt,
it will be paid in full when due in accordance with the, terms of such extension
or renewal. whether at stated maturity or maturity by acceleration or otherwise.
Failing payment when due of an amount so guaranteed for whatever reason.
Guarantor will be obligated to pay such amount immediately, regardless of
whether Secure Party has processed against Debtor or the Collateral (as defined
in the Agreement). Guarantor hereby waives notice of and consents to any
extensions of time of payment, renewals, releases of Collateral, or other
indulgence from time to time granted to Debtor in respect of any or all of the
Debt Guarantor hereby waives demand of payment, presentment, protest, notice of
sale of other disposition or release or other handling of the collateral, and
all other notices and demands whatsoever respecting the Debt or the collateral.
This guaranty shall bind Guarantor and the ESTATE OF Guarantor. This guaranty
shall be automatically reinstated and continue If for any reason any payment in
respect of the Debt shall be rescinded or must otherwise be restored, whether as
a result of proceedings in bankruptcy or otherwise. Any of the undersigned
Guarantors, if more than one, and any other party liable In respect of the Debt
may be released without affecting the liability of the undersigned Guarantor or
Guarantors not released, Guarantor hereby waives notice of acceptance of this
guaranty Guarantor hereby irrevocably waives and renounces any right or claim
Guarantor would otherwise have against Debtor, whether by way of
indemnification, subrogation, exoneration, right of reimbursement, contribution
or otherwise, as a consequence of Guarantor's making any payment under this
Guarantee.

Dated this eighth day of November, 2002. (Corporate Seal)

GUARANTOR:
SPORTS RESORTS INTERNATIONAL, INC.

BY: __________________________________
NAME: Gregory T. Strzynski
Title Chief Financial Officer

38-3262264

CERTIFICATE

I, the undersigned, hereby certify that I am the duty elected, qualified, and
acting Secretary and keeper of the corporate records and seal of Sports Resorts
International, Inc. (the "Corporation"), a corporation organized and in good
standing under the laws of Michigan and further certify as follows:

(1) That the following is a true and complete copy of curtain resolutions
duly adopted at a meeting of the Board of Directors of the Corporation
election, held on November 8, 2002 , at which a quorum was present and
voting throughout, which resolutions remain in full force and effect
without modification and do not contravene or conflict with the by-laws,
articles of incorporation or any contractual undertaking of the
Corporation:

"RESOLVED, that the guaranty by this Corporation of the obligations of
Rugged Liner, Inc. to or to be executed between the aforementioned
parties and any assignment thereof be, and it hereby is conferred or
ratified, as the case may be; and be it

FURTHER RESOLVED, that the authority of Gregory T. Strzynski, the Chief
Financial Officer of this corporation, to execute and, deliver any
instrument evidencing the aforementioned guaranty be, and it hereby is,
conferred or ratified, as the case may be."

(2) That the person whose name appears above is the duly elected or
appointed officer or employee of the Corporation holding the offices or
title indicated.

WITNESS my hand and seal of said Corporation this eighth day of November, 2002.

---------------------------------
Secretary

DEBTOR: Rugged Liner, Inc,
CONTRACT DATE: November 8, 2002