GREYSTONE MANUFACTURING, L.L.C. SECURITY AGREEMENT

EXHIBIT 10.4

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GREYSTONE MANUFACTURING, L.L.C.

SECURITY AGREEMENT

THIS SECURITY AGREEMENT is entered into effective March 4, 2005, with

the security interest granted by, between and among GREYSTONE MANUFACTURING,

L.L.C., an Oklahoma limited liability company of 1613 East 15th Street, Tulsa,

Oklahoma 74120 ("Borrower" or "Grantor" or "Greystone"), and THE F&M BANK &

TRUST COMPANY, an Oklahoma banking corporation ("F&M" or "Bank"), to secure the

certain debts of Grantor to Bank.

R E C I T A L S:

Concurrently herewith, Borrower, GLOG Investment, L.L.C., an Oklahoma

limited liability company ("GLOG"), and Bank are entering into a Loan Agreement

of even date ("Loan Agreement") whereby Bank has lent to or is to lend or make

available for advance to Grantor and GLOG the aggregate sums of TWELVE MILLION

DOLLARS ($12,000,000.00) on three notes, including: (i) a $1,500,000.00

revolving loan to Grantor ("Revolving Note"); (ii) a $5,500,000.00 term loan

issued by Greystone ("Term Note"); and (iii) a $5,000,000.00 term loan issued by

GLOG which is not secured hereunder ("GLOG Note") (the Revolving Note and Term

Note shall collectively be referred to hereafter as the "Notes" and secured

hereunder).

The term "Notes" shall refer to the Revolving Note and Term Note

executed in connection with, or as defined in, the Loan Agreement, including,

without limitation, any and all amendments to or extensions, renewals,

modifications, substitutions and replacements of the Notes and all other

indebtedness or obligations of the Borrower to Bank whether listed herein or

under the Loan Agreement or this Agreement, including, without limitation,

listed in Paragraphs 1.3, 1.4 and/or 1.5, inclusive. The principal indebtedness

secured hereunder is the face amount of the Notes pursuant to the terms of the

Loan Documents. The Notes are to be secured by, among other things, this

Security Agreement and the Loan Documents.

NOW, THEREFORE, for valuable consideration, Grantor and Bank hereby

agree:

1. SECURITY INTEREST.

1.1 SECURITY INTEREST. Grantor hereby sells, assigns, conveys, pledges,

hypothecates, transfers, and grants to Bank a security interest in all of its

present and future right, title, and interest in the Collateral for the purposes

of securing the prompt payment to Bank of any and all of the Secured

Obligations.

1.2 CERTAIN DEFINITIONS. When used in this Security Agreement, the

following terms shall have the respective meanings set forth following such

terms:

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Collateral" shall mean:

(a) All of Grantor's accounts, equipment, inventory, general

intangibles and deposit accounts, whether now owned or existing or

hereafter acquired or arising, and all proceeds and products thereof in

any form derived therefrom. By way of illustration and not by way of

limitation, the terms "accounts," "equipment," and "inventory" shall be

deemed to include within their meanings the following:

(1) "account(s)" shall include, without limitation,

the complete definition of such term under Article 9 of the

Uniform Commercial Code ("UCC") and any and all rights of

Grantor to payment for goods sold or leased or for services

rendered, which rights are not evidenced by an instrument or

chattel paper, whether due or to become due and whether or not

the rights have been earned by performance, including without

limitation, credit card receivables, health care receivables,

payments evidenced by chattel paper, deposit accounts,

commercial tort claims, letter of credits, letter of credit

rights, commodity accounts of Grantor, commodity contracts,

sums due for consigned goods and any other sums owed to

Grantor;

(2) "equipment" shall include, without limitation,

the complete definition of such term under the UCC and any and

all goods, including trade fixtures, of the Grantor, other

than inventory, wherever located and whether now owned or

hereafter acquired, including, but not limited to, machinery,

computers, furniture, furnishings and office machines,

together with all attachments, accessories, replacements,

substitutions, additions and improvements to any of the

foregoing, whether now or hereafter acquired, but excluding

any goods leased by Grantor from others;

(3) "inventory" shall include, without limitation,

the complete definition of such term under the UCC and any and

all of Grantor's materials as well as goods, merchandise and

other personal property of the Grantor held for sale or lease

or to be furnished under contracts of service, wherever

located or in transit, together with all attachments,

accessories, replacements, substitutions, additions and

improvements to any of the foregoing, whether now owned or

hereafter acquired;

(4) "general intangibles" shall include, without

limitation, the complete definition of such term under the UCC

and all trade names of Grantor and general intangibles for

money due or to become due; and

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(5) "deposit accounts" shall include, without

limitation, the definition of such term in the UCC and all

deposit accounts of Grantor wherever located and with any

financial institution or Bank and the proceeds of such deposit

accounts.

(b) All documents and documents of title, receipts and the

like, evidencing title to equipment or inventory;

(c) All rights and claims of Grantor in or under all policies

of insurance covering the Collateral of Grantor described herein,

including but not limited to insurance for fire, damage, loss and

casualty, together with the proceeds, or products, renewals and

replacements thereof, including prepaid and unearned premiums;

(d) All books and records, including but not limited to credit

files, computer programs, printouts and other computer materials and

records pertaining to any of the Collateral of Grantor described

herein;

(e) Without in any way limiting the foregoing, whether derived

from voluntary or involuntary disposition, all proceeds and products of

the Collateral of Grantor described herein, and all renewals,

replacements, substitutions, additions, accessions, rents, issues,

royalties and profits of any of the Grantor's Collateral, whether now

owned or existing or hereafter acquired or arising; and

(f) All Payment Intangibles, Deposit Accounts, now owned or

hereafter acquired and the Proceeds thereof; and

(g) All Proceeds of the foregoing in any form and including,

without limitation, anything received on sale, exchange, transfer,

collection or disposition of any Collateral granted herein

("Proceeds").

All of the foregoing is hereinafter collectively called the

"Collateral." Grantor may grant purchase money security interests in equipment

which shall be Collateral and such purchase money liens will not constitute an

event of default under the Loan Agreement to the extent that the debt incurred

and the lien granted are consistent with the Loan Agreement.

"Account Debtor(s)" shall have the complete definition of such term

under the Uniform Commercial Code.

"Secured Obligations" shall refer to the Notes or Indebtedness as

defined in and executed in connection with the Loan Agreement referenced or

defined as notes in the Loan Agreement or herein, including, without limitation,

any and all amendments to or extensions, renewals, modifications, substitutions

and replacements of the Notes, the Notes executed by Grantor to Bank, and all

other indebtedness or obligations of the Grantor to Bank whether listed herein

or

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under the Loan Agreement or this Agreement, including, without limitation,

listed in Paragraphs 1.3, 1.4 and/or 1.5, inclusive.

All capitalized terms shall have the meanings given such terms in the

Loan Agreement, unless otherwise defined herein.

1.3 NATURE OF INTEREST. The assignment of the Collateral herein is for

the purpose of securing the prompt payment of the Secured Obligations.

Notwithstanding any other provision hereof, Grantor shall remain liable to

observe and perform all the conditions and obligations to be observed and

performed by Grantor in accordance with and pursuant to the terms and provisions

of each of the Accounts. Bank shall have no obligation or liability under any of

the Accounts by reason of or arising out of this Security Agreement, or the

receipt by Bank of any payment relating to any of the Accounts. Bank shall not

be required or obligated in any manner to (i) perform any of the conditions and

obligations of Grantor under or pursuant to any of the Accounts; or (ii) make

any payment or any inquiry as to the nature or the sufficiency of any payment

received by Bank or the sufficiency of any performance by any party under any of

the Accounts; or (iii) present or file any claim or take any action to collect

or enforce any performance or payment of any amounts under any of the Accounts.

Bank shall use reasonable care in the custody and preservation of the Collateral

in Bank's possession. Bank shall not be obligated to preserve or protect any

rights with respect to the Collateral against prior parties. Bank may at any

time deliver the Collateral, or any part thereof, to Grantor, and the receipt of

Grantor shall be a complete and full discharge of Bank for the Collateral so

delivered, and Bank shall thereafter be discharged from any liability or

responsibility therefor.

1.4 ADDITIONAL AGREEMENTS. This Security Agreement is in addition to

and without limitation of any right of Bank under any other Security Agreement

granted by Grantor to Bank.

1.5 OTHER SECURED OBLIGATIONS. Grantor and Bank contemplate that

Borrower and Bank will, from time to time, engage in various transactions and

that, from time to time, other circumstances may arise, in which Borrower

becomes obligated to Bank. Grantor understands that some of those transactions

and circumstances may be of a type that is very different from the loan

transaction evidenced in part by the Notes and the circumstances connected

therewith. Grantor desires and intends that Bank engage in all such

transactions, and deal generally with Borrower, with the assurance that any and

all indebtedness and obligations now owed, and that may hereafter become owing,

to Bank from Borrower will be secured by the liens arising hereunder. Therefore,

the conveyance made by this Security Agreement, in addition to being made to

secure payment of the Notes, is also made to secure and enforce the payment of

all other indebtedness and obligations of Borrower to Bank, whether presently

existing, or in any manner or means hereafter incurred by Grantor, and evidenced

in any manner whatsoever, either by notes, advances, overdrafts, bookkeeping

entries, guaranty agreements, liens or security instruments, or any other method

or means, including any renewal and extension of the Notes, or of any part of

any present or future indebtedness, or other obligations of Borrower and

including any further loans and advancements made by Bank to Borrower. The fact

of repayment of all Notes, Indebtedness and Liabilities, and performance of all

other obligations, of Borrower, to Bank, shall not terminate the lien arising

hereunder unless the same be released by Bank at the

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request of Borrower; but otherwise it shall remain in full force and effect to

secure all future advances, indebtedness and other obligations, regardless of

any additional security that may be taken as to any past or future indebtedness

or other obligations.

1.6 FINANCING STATEMENTS. Grantor irrevocably appoints Bank as its

lawful attorney and agent to execute financing statements on Grantor's behalf,

and on its behalf to file Financing Statements signed by Bank and Grantor, if

necessary, in any appropriate public office.

1.7 DEPOSIT ACCOUNTS. Grantor irrevocably appoints Bank as its lawful

attorney and agent to advise any bank or financial institution with which a

Deposit Account of Grantor is maintained of the assignment and pledge of the

Deposit Accounts, cause such bank to execute an authenticated record or similar

agreement acknowledging the assignment and pledge to Bank of the Deposit

Accounts with that bank or financial institution and that such bank or financial

institution will comply with any instructions from Bank as a secured party

directing the disposition of the funds in the Deposit Accounts without further

inquiry to or the further consent of Grantor. Until Bank notifies the bank or

financial institution to the contrary, Grantor may have the limited right to

direct the disposition of funds from the Deposit Accounts until Bank exercises

its right to restrict Grantor's access to the funds in the Deposit Accounts

pursuant to the assignment and pledge and directs the disposition of the

proceeds from those Deposit Accounts. Bank shall also have a lien on and

security interest in all Deposit Accounts of Grantor with Bank.

2. REPRESENTATIONS AND WARRANTIES. In order to induce Bank to enter into the

Loan Agreement, Grantor represents and warrants to Bank that:

2.1 Except for Permitted Encumbrances and Permitted Liens, Grantor has

good and marketable title to its Collateral free and clear of any mortgages,

liens, security interests, claims, or other encumbrances, except for the

security interest created by this Security Agreement, purchase money security

interests and/or financing leases of certain equipment, liens disclosed to Bank

in writing and liens which are expressly subordinated to the Bank's security

interest. The execution, delivery, and performance of this Security Agreement

will not result in the creation or imposition of any other mortgage, lien,

security interest, claim, or other encumbrance in all or any part of the

Collateral. No lien, claim, financing statement, security agreement, mortgage,

or other writing is on file in any public filing or recording office or title

registration office giving notice of or creating (or purporting to give notice

of or create) any mortgage, lien, security interest, claim, or other encumbrance

on all or any part of the Collateral, except financing statements and security

interests in favor of Bank and equipment lenders and lessors. Bank has a valid

and continuing first lien on, and first perfected security interest in, the

Collateral, prior to all other mortgages, liens, security interests, claims or

other encumbrances, except for existing liens and leases covering equipment and

purchase money security interests in future equipment, and such security

interest will be enforceable as such against all other persons.

2.2 The amount and aging of each scheduled account in any financial

statement, accounts aging, or other material supplied by Grantor to Bank are

correctly stated. Each of the accounts arose from the performance of services or

from an outright and lawful sale or lease of goods by Grantor, and all such

goods have or will be shipped or delivered to the account debtor,

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and Grantor has possession of, or has delivered to Bank, all available shipping

and/or delivery receipts evidencing such shipments or delivery. Each of the

accounts is assignable. Unless otherwise disclosed to Bank in writing, no

account is subject to setoff, credit, allowance or adjustment by the account

debtor or by any other party to any agreement evidencing the account, except

such discount as may be allowed for prompt payment. No account debtor has

complained as to its liability on any account and has not returned any of the

goods from the sale or lease from which such accounts arose. Each of the

accounts arose in the ordinary course of Grantor's business, unless otherwise

disclosed to Bank in writing, No notice of the bankruptcy, insolvency, or

failure of any account debtor to pay debts as they become due has been received

by Grantor.

2.3 All tangible Collateral is in good repair and condition in all

material respects ordinary wear and tear excepted. Any and all tangible

Collateral, which is in the possession of any third parties, is held pursuant to

a contract and is clearly identified as the property of the Grantor.

3. COVENANTS. Grantor covenants and agrees to and with Bank at all times

throughout the term of this Agreement, such covenants and agreements in this

Agreement to be in addition to the covenants, duties, and obligations of Grantor

set forth in the Loan Agreement and other Loan Documents, that:

3.1 COLLECTION OF ACCOUNTS. Following the occurrence of an Event of

Default (as hereinafter defined), Bank is authorized at any time and from time

to time to take all actions necessary to collect all or any part of the Accounts

in its own name or in the name of Grantor. Upon request of Bank, Grantor shall

execute and deliver to Bank (in addition to documents previously delivered to

Bank) an assignment, in a form satisfactory to Bank, of all Grantor's right,

title, and interest in and to each of the Accounts, and shall obtain an

acknowledgment of assignment from any and all account debtors in a form

satisfactory to Bank. Following the occurrence of an Event of Default, if the

Accounts at any time include more than one Account of the same account debtor,

Bank may apply the proceeds of any collection received from such account debtor

toward the liquidation of any such Account as Bank may determine. Following the

occurrence of an Event of Default, Bank may settle or adjust all disputes or

claims directly with the account debtors with respect to any of the Accounts,

and may compromise or extend the time of payment for any of the Accounts on such

terms and conditions as Bank may determine without affecting the liability of

Grantor under this Security Agreement or any other document evidencing or

relating to the obligations. The costs of such collection and enforcement,

including attorneys' fees and out-of-pocket expenses and all other expenses and

liabilities resulting therefrom, shall be borne solely by Grantor and shall be

immediately due and payable to Bank by Grantor. Bank shall not be liable for

failure to collect or enforce any of the Accounts or for any act or omission on

the part of Bank or its officers, agents, and employees, except willful

misconduct. Until Bank exercises its right, Grantor is authorized to, and shall

use, its best efforts to effect the prompt collection of the Accounts. This

authorization may be terminated at any time following the occurrence of an Event

of Default, and Bank may, at its election, notify any account debtor on any of

the Accounts of the assignment thereof and effect collection of any of the

Accounts directly from the account debtor obligated thereon.

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3.2 DISPOSITION OF ACCOUNT COLLECTIONS. Grantor shall deposit all

Proceeds (with all appropriate endorsements) received by Grantor into its

accounts at Bank promptly after receipt by Grantor. After the occurrence of an

Event of Default, Bank may in its sole discretion apply the Proceeds to the

payment of any of the obligations or release such money to Grantor without

waiving the right of Bank