SEAIR GROUP INC
PLEDGE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>10
<FILENAME>0010.txt
<DESCRIPTION>PLEDGE AGREEMENT
<TEXT>




                                PLEDGE AGREEMENT

THIS PLEDGE  AGREEMENT  ("Agreement")  is made as of the 28th day of  September,
2000,  by  GOURMET  GROUP,  INC.,  a  Nevada  corporation   (hereinafter  called
"Pledgor",  whether  one or more),  in favor of KBK  FINANCIAL,  INC.  ("Secured
Party"). Pledgor hereby agrees with Secured Party as follows:

1.   DEFINITIONS.  As used in this Agreement, the following terms shall have the
     meanings indicated below:


     (a)  "ADDITIONAL  PROPERTY" shall mean the following property which Pledgor
          becomes  entitled to receive or shall receive in  connection  with any
          other  Collateral:  (i)  any  stock  certificate,   including  without
          limitation,  any  certificate  representing  a stock  dividend  or any
          certificate in connection with any recapitalization, reclassification,
          merger,  consolidation,  conversion,  sale of assets,  combination  of
          shares,   stock  split  or   spin-off;   (ii)  any  option,   warrant,
          subscription or right, whether as an addition to or in substitution of
          any other Collateral; (iii) any dividends or distributions of any kind
          whatsoever,  whether  distributable  in cash, stock or other property;
          (iv)  any  interest  premium  or  principal  payments;   and  (v)  any
          conversion or redemption proceeds

     (b)  "BORROWER" shall mean Our Foods Products Group,  Inc.  (formerly known
          as Hamlin Food Products Group, Inc.).

     (c)  "CODE"  shall  mean the  Uniform  Commercial  Code as in effect in the
          State of Texas on the date of this Agreement or as it may hereafter be
          amended from time to time.

     (d)  "COLLATERAL"  shall  mean  all  property  specifically   described  on
          SCHEDULE  "A"  attached  hereto  and  made a  part  hereof.  The  term
          Collateral,  as used herein,  shall also include (i) all certificates,
          instruments and/or other documents evidencing the foregoing,  (ii) all
          renewals,  replacements  and  substitutions  of all of the  foregoing,
          (iii) all Additional  Property,  and (iv) all PRODUCTS and PROCEEDS of
          all of the foregoing.  The  designation of proceeds does not authorize
          Pledgor to sell,  transfer or  otherwise  convey any of the  foregoing
          property.  The delivery at any time by Pledgor to Secured Party of any
          property  as  a  pledge  to  secure  payment  or  performance  of  any
          indebtedness or obligation  whatsoever  shall also constitute a pledge
          of such property as Collateral hereunder.

     (e)  "FINANCING   DOCUMENTS"  shall  mean  all  instruments  and  documents
          evidencing, securing, governing, guaranteeing and/or pertaining to the
          Indebtedness.

     (f)  "INDEBTEDNESS"   shall   mean  (i)   indebtedness,   obligations   and
          liabilities  owing by  Borrower  to Secured  Party  under the Note and
          Purchase  Agreement  and  all  other  indebtedness,   obligations  and
          liabilities  of Pledgor  and  Borrower  (or either of them) to Secured
          Party of any kind or  character,  now existing or  hereafter  arising,
          whether  direct,  indirect,  related,  unrelated,  fixed,  contingent,
          liquidated,  unliquidated,  joint,  several or joint and several,  and
          regardless of whether such  indebtedness,  obligations and liabilities
          may,  prior to their  acquisition  by Secured  Party,  be or have been
          payable to or in favor of a third party and  subsequently  acquired by
          Secured Party (it being  contemplated that Secured Party may make such
          acquisitions  from third parties),  including  without  limitation all
          indebtedness,  obligations and liabilities of Pledgor and Borrower (or
          either of them) to Secured Party now existing or hereafter  arising by
          note,  draft,  acceptance,  guaranty,  endorsement,  letter of credit,
          assignment,  purchase,  overdraft,  discount,  indemnity  agreement or
          otherwise,  (ii) all obligations of Pledgor and Borrower (or either of
          them) to  Secured  Party  under any  documents  evidencing,  securing,
          governing  and/or  pertaining to all or any part of the  indebtedness,
          obligations  and liabilities  described in (i) above,  (iii) all costs
          and  expenses  incurred  by  Secured  Party  in  connection  with  the
          collection and  administration of all or any part of the indebtedness,
          obligations  and  liabilities  described  in (i) and (ii) above or the
          protection or  preservation  of, or  realization  upon, the collateral
          securing  all  or any  part  of  such  indebtedness,  obligations  and
          liabilities,  including without  limitation all reasonable  attorneys'
          fees,   and  (iv)  all   renewals,   extensions,   modifications   and
          rearrangements  of  the  indebtedness,   obligations  and  liabilities
          described in (i), (ii) and (iii) above.


                                       1
<PAGE>

     (g)  "NOTE"  means  that  certain  promissory  note of even  date  herewith
          payable  by  Borrower  to the  order of  Secured  Party in the  stated
          principal amount of $1,750,000, as may be renewed,  extended,  amended
          and modified.

     All words and phrases  used herein which are  expressly  defined in Section
     1.201,  Chapter 8 or Chapter 9 of the Code shall have the meaning  provided
     for therein.  Other words and phrases  defined  elsewhere in the Code shall
     have the meaning  specified  therein  except to the extent such  meaning is
     inconsistent with a definition in Section 1.201,  Chapter 8 or Chapter 9 of
     the Code.

2.   SECURITY  INTEREST.  As security for the Indebtedness,  Pledgor,  for value
     received,  hereby grants to Secured Party a continuing security interest in
     the Collateral.

3.   ADDITIONAL PROPERTY. Collateral shall also include the Additional Property;
     provided,  however,  that until the  occurrence  of an Event of Default (as
     hereinafter  defined),  Pledgor shall be entitled to all cash dividends and
     all  interest  paid  on  the  Collateral   (except  interest  paid  on  any
     certificate of deposit  pledged  hereunder)  free of the security  interest
     created under this Agreement.  All Additional  Property received by Pledgor
     shall be received in trust for the benefit of Secured Party. All Additional
     Property and all  certificates  or other written  instruments  or documents
     evidencing and/or  representing the Additional Property that is received by
     Pledgor,  together with such  instruments  of transfer as Secured Party may
     request,  shall immediately be delivered to or deposited with Secured Party
     and held by Secured Party as Collateral  under the terms of this Agreement.
     If the Additional  Property received by Pledgor shall be shares of stock or
     other  securities,  such shares of stock or other  securities shall be duly
     endorsed in blank or  accompanied  by proper  instruments  of transfer  and
     assignment  duly  executed in blank with,  if requested  by Secured  Party,
     signatures  guaranteed by a member or member  organization in good standing
     of an authorized  Securities Transfer Agents Medallion Program, all in form
     and substance  satisfactory to Secured Party. Secured Party shall be deemed
     to have  possession  of any  Collateral  in transit to Secured Party or its
     agent.

4.   VOTING  RIGHTS.  As  long  as no  Event  of  Default  shall  have  occurred
     hereunder,  any voting  rights  incident  to any stock or other  securities
     pledged as Collateral may be exercised by Pledgor; provided,  however, that
     Pledgor  will  not  exercise,  or cause to be  exercised,  any such  voting
     rights,  without the prior written  consent of Secured Party, if the direct
     or  indirect  effect  of such  vote  will  result  in an Event  of  Default
     hereunder.

5.   MAINTENANCE  OF COLLATERAL.  Other than the exercise of reasonable  care to
     assure the safe custody of any  Collateral  in Secured  Party's  possession
     from time to time,  Secured  Party  does not have any  obligation,  duty or
     responsibility  with  respect  to  the  Collateral.  Without  limiting  the
     generality of the foregoing,  Secured Party shall not have any  obligation,
     duty  or  responsibility  to do any of the  following:  (a)  ascertain  any
     maturities,  calls,  conversions,  exchanges,  offers,  tenders  or similar
     matters relating to the Collateral or informing Pledgor with respect to any
     such matters; (b) fix, preserve or exercise any right,  privilege or option
     (whether   conversion,   redemption  or  otherwise)  with  respect  to  the
     Collateral  unless (i) Pledgor makes written  demand to Secured Party to do
     so, (ii) such  written  demand is received by Secured  Party in  sufficient
     time to permit  Secured  Party to take the action  demanded in the ordinary
     course of its business,  and (iii) Pledgor provides additional  collateral,
     acceptable to Secured Party in its sole discretion; (c) collect any amounts
     payable in respect of the Collateral (Secured Party being liable to account
     to Pledgor  only for what  Secured  Party may  actually  receive or collect
     thereon);  (d) sell all or any portion of the  Collateral  to avoid  market
     loss;  (e) sell all or any portion of the  Collateral  unless and until (i)
     Pledgor makes written demand upon Secured Party to sell the Collateral, and
     (ii) Pledgor provides additional collateral, acceptable to Secured Party in
     its sole  discretion;  or (f) hold the  Collateral  for or on behalf of any
     party other than Pledgor.

6.   REPRESENTATIONS AND WARRANTIES.  Pledgor hereby represents and warrants the
     following to Secured Party:

     (a)  DUE  AUTHORIZATION.  The execution,  delivery and  performance of this
          Agreement  and all of the other  Financing  Documents  by Pledgor have
          been duly authorized by all necessary  corporate action of Pledgor, to
          the extent Pledgor is a corporation,  or by all necessary  partnership
          action, to the extent Pledgor is a partnership.


                                       2
<PAGE>

     (b)  ENFORCEABILITY.  This  Agreement  and the  other  Financing  Documents
          constitute   legal,   valid  and  binding   obligations   of  Pledgor,
          enforceable  in  accordance  with their  respective  terms,  except as
          limited  by   bankruptcy,   insolvency  or  similar  laws  of  general
          application  relating  to the  enforcement  of  creditors'  rights and
          except to the extent  specific  remedies  may  generally be limited by
          equitable principles.

     (c)  OWNERSHIP  AND LIENS.  Pledgor  has good and  marketable  title to the
          Collateral   free  and  clear  of  all  liens,   security   interests,
          encumbrances  or  adverse  claims,  except for the  security  interest
          created by this Agreement.  No dispute, right of setoff,  counterclaim
          or defense  exists with respect to all or any part of the  Collateral.
          Pledgor  has not  executed  any  other  security  agreement  currently
          affecting  the  Collateral   and  no  financing   statement  or  other
          instrument  similar  in  effect  covering  all  or  any  part  of  the
          Collateral is on file in any recording  office except as may have been
          executed or filed in favor of Secured Party.

     (d)  NO CONFLICTS OR CONSENTS.  Neither the ownership,  the intended use of
          the  Collateral  by  Pledgor,  the grant of the  security  interest by
          Pledgor to Secured  Party herein nor the exercise by Secured  Party of
          its rights or remedies hereunder, will (i) conflict with any provision
          of (A) any domestic or foreign law, statute,  rule or regulation,  (B)
          the  articles or  certificate  of  incorporation,  charter,  bylaws or
          partnership  agreement,  as the case may be,  of  Pledgor,  or (C) any
          agreement, judgment, license, order or permit applicable to or binding
          upon Pledgor or otherwise affecting the Collateral,  or (ii) result in
          or require the creation of any lien,  charge or  encumbrance  upon any
          assets or  properties  of Pledgor  or of any  person  except as may be
          expressly contemplated in the Financing Documents. Except as expressly
          contemplated  in  the  Financing  Documents,  no  consent,   approval,
          authorization or order of, and no notice to or filing with, any court,
          governmental  authority or third party is required in connection  with
          the grant by Pledgor of the security  interest  herein or the exercise
          by Secured Party of its rights and remedies hereunder.

     (e)  SECURITY INTEREST.  Pledgor has and will have at all times full right,
          power and authority to grant a security  interest in the Collateral to
          Secured  Party in the manner  provided  herein,  free and clear of any
          lien, security interest or other charge or encumbrance. This Agreement
          creates  a legal,  valid and  binding  security  interest  in favor of
          Secured Party in the Collateral.

     (f)  LOCATION.  Pledgor's  residence or chief executive office, as the case
          may be, and the office where the records concerning the Collateral are
          kept is located at its address set forth on the signature page hereof.

     (g)  SOLVENCY OF PLEDGOR. As of the date hereof, and after giving effect to
          this   Agreement  and  the   completion  of  all  other   transactions
          contemplated  by  Pledgor  at  the  time  of  the  execution  of  this
          Agreement,  (i) Pledgor is and will be solvent, (ii) the fair saleable
          value  of  Pledgor's  assets  exceeds  and  will  continue  to  exceed
          Pledgor's  liabilities  (both fixed and contingent),  (iii) Pledgor is
          paying and will  continue to be able to pay its debts as they  mature,
          and (iv) if Pledgor is not an  individual,  Pledgor  has and will have
          sufficient capital to carry on Pledgor's businesses and all businesses
          in which Pledgor is about to engage.

     (h)  SECURITIES.   Any  certificates   evidencing   securities  pledged  as
          Collateral  are  valid  and  genuine  and have not been  altered.  All
          securities pledged as Collateral have been duly authorized and validly
          issued,  are fully  paid and  non-assessable,  and were not  issued in
          violation of the preemptive rights of any party or of any agreement by
          which  Pledgor or the  issuer  thereof is bound.  No  restrictions  or
          conditions  exist  with  respect  to the  transfer  or  voting  of any
          securities  pledged as  Collateral,  except as has been  disclosed  to
          Secured  Party in  writing.  To the best of  Pledgor's  knowledge,  no
          issuer of such securities  (other than securities of a class which are
          publicly  traded)  has  any  outstanding   stock  rights,   rights  to
          subscribe,  options, warrants or convertible securities outstanding or
          any other  rights  outstanding  entitling  any party to have issued to
          such party capital stock of such issuer,  except as has been disclosed
          to Secured Party in writing.


                                       3
<PAGE>

7.   AFFIRMATIVE COVENANTS.  Pledgor will comply with the covenants contained in
     this  Section  at all times  during the  period of time this  Agreement  is
     effective unless Secured Party shall otherwise consent in writing.

     (a)  OWNERSHIP AND LIENS.  Pledgor will maintain good and marketable  title
          to all  Collateral  free and clear of all liens,  security  interests,
          encumbrances  or  adverse  claims,  except for the  security  interest
          created  by  this  Agreement  and the  security  interests  and  other
          encumbrances  expressly  permitted by the other  Financing  Documents.
          Pledgor will not permit any dispute, right of setoff,  counterclaim or
          defense  to exist with  respect to all or any part of the  Collateral.
          Pledgor  will  cause  any  financing   statement  or  other   security
          instrument with respect to the Collateral to be terminated,  except as
          may exist or as may have been filed in favor of Secured Party. Pledgor
          will defend at its expense Secured  Party's right,  title and security
          interest  in and to the  Collateral  against  the  claims of any third
          party.

     (b)  INSPECTION OF BOOKS AND RECORDS.  Pledgor will keep  adequate  records
          concerning  the  Collateral  and will  permit  Secured  Party  and all
          representatives  and  agents  appointed  by  Secured  Party to inspect
          Pledgor's  books and records of or relating to the  Collateral  at any
          time during normal business hours, to make and take away  photocopies,
          photographs  and  printouts  thereof  and to write down and record any
          such information.

     (c)  ADVERSE CLAIM. Pledgor covenants and agrees to promptly notify Secured
          Party  of any  claim,  action  or  proceeding  affecting  title to the
          Collateral,  or any part  thereof,  or the security  interest  created
          hereunder and, at Pledgor's  expense,  defend Secured Party's security
          interest  in the  Collateral  against  the claims of any third  party.
          Pledgor also covenants and agrees to promptly deliver to Secured Party
          a copy of all written notices  received by Pledgor with respect to the
          Collateral,  including without  limitation,  notices received from the
          issuer of any securities pledged hereunder as Collateral.

     (d)  DELIVERY  OF  INSTRUMENTS   AND/OR   CERTIFICATES.   Contemporaneously
          herewith, Pledgor covenants and agrees to deliver to Secured Party any
          certificates,  documents or instruments representing or evidencing the
          Collateral,  with Pledgor's  endorsement thereon and/or accompanied by
          proper  instruments of transfer and assignment  duly executed in blank
          with, if requested by Secured Party, signatures guaranteed by a member
          or member  organization  in good standing of an authorized  Securities
          Transfer  Agents  Medallion   Program,   all  in  form  and  substance
          satisfactory to Secured Party.

     (e)  FURTHER ASSURANCES.  Pledgor will contemporaneously with the execution
          hereof  and  from  time to time  thereafter  at its  expense  promptly
          execute and deliver all further instruments and documents and take all
          further  action  necessary or  appropriate  or that Secured  Party may
          request in order (i) to perfect  and  protect  the  security  interest
          created or  purported to be created  hereby and the first  priority of
          such security  interest,  (ii) to enable Secured Party to exercise and
          enforce  its  rights  and   remedies   hereunder  in  respect  of  the
          Collateral,  and  (iii)  to  otherwise  effect  the  purposes  of this
          Agreement,  including without limitation: (A) executing and filing any
          financing or continuation  statements,  or any amendments thereto; (B)
          obtaining  written  confirmation  from the  issuer  of any  securities
          pledged as  Collateral of the pledge of such  securities,  in form and
          substance  satisfactory to Secured Party; (C) cooperating with Secured
          Party  in  registering  the  pledge  of  any  securities   pledged  as
          Collateral with the issuer of such securities;  (D) delivering  notice
          of Secured  Party's  security  interest in any  securities  pledged as
          Collateral  to any  securities  or  financial  intermediary,  clearing
          corporation  or other  party  required by Secured  Party,  in form and
          substance  satisfactory  to Secured Party;  and (E) obtaining  written
          confirmation of the pledge of any securities  constituting  Collateral
          from any securities or financial intermediary, clearing corporation or
          other  party  required  by  Secured  Party,   in  form  and  substance
          satisfactory to Secured Party. If all or any part of the Collateral is
          securities  issued by an agency or  department  of the United  States,
          Pledgor covenants and agrees, at Secured Party's request, to cooperate
          in registering such securities in Secured Party's name or with Secured
          Party's   account   maintained  with  a  Federal  Reserve  Bank.  When
          applicable  law provides more than one method of perfection of Secured
          Party's security interest in the Collateral,  Secured Party may choose
          the method(s) to be used.

8.   NEGATIVE  COVENANTS.  Pledgor will comply with the  covenants  contained in
     this  Section  at all times  during the  period of time this  Agreement  is
     effective, unless Secured Party shall otherwise consent in writing.


                                       4
<PAGE>

     (a)  TRANSFER  OR  ENCUMBRANCE.  Pledgor  will  not (i)  sell,  assign  (by
          operation of law or otherwise) or transfer  Pledgor's rights in any of
          the Collateral,  (ii) grant a lien or security interest in or execute,
          file or record any financing  statement or other  security  instrument
          with respect to the  Collateral to any party other than Secured Party,
          or (iii) deliver actual or constructive possession of any certificate,
          instrument  or  document  evidencing  and/or  representing  any of the
          Collateral to any party other than Secured Party.

     (b)  IMPAIRMENT OF SECURITY INTEREST. Pledgor will not take or fail to take
          any  action   which   would  in  any   manner   impair  the  value  or
          enforceability of Secured Party's security interest in any Collateral.

     (c)  DILUTION OF  OWNERSHIP.  As to any  securities  pledged as  Collateral
          (other than securities of a class which are publicly traded),  Pledgor
          will not consent to or approve of the  issuance of (i) any  additional
          shares of any class of securities of such issuer  (unless  immediately
          upon  issuance  additional  securities  are pledged and  delivered  to
          Secured Party pursuant to the terms hereof to the extent  necessary to
          give Secured Party a security interest after such issuance in at least
          the same percentage of such issuer's outstanding securities as Secured
          Party had  before  such  issuance),  (ii) any  instrument  convertible
          voluntarily by the holder thereof or automatically upon the occurrence
          or non-occurrence of any event or condition into, or exchangeable for,
          any such  securities,  or (iii) any  warrants,  options,  contracts or
          other commitments entitling any third party to purchase   or otherwise
          acquire any such securities.

     (d)  RESTRICTIONS ON SECURITIES.  Pledgor will not enter into any agreement
          creating,  or otherwise  permit to exist, any restriction or condition
          upon the  transfer,  voting or  control of any  securities  pledged as
          Collateral,  except as  consented  to in  writing  by  Secured  Party;
          provided,  that  Secured  Party has been  provided  copies of, and has
          consented to, the  Shareholders  Agreement  (herein so called) and the
          Restricted Stock Agreement (herein so called) each dated as of May 15,
          1998 to which  Borrower  and Pledgor  are  parties.  Pledgor  will not
          modify or amend the  Shareholders  Agreement or the  Restricted  Stock
          Agreement, except as consented to in writing by Secured Party.

9.   RIGHTS OF SECURED PARTY.  Secured Party shall have the rights  contained in
     this  Section  at all times  during the  period of time this  Agreement  is
     effective.

     (a)  POWER OF ATTORNEY.  Pledgor hereby irrevocably  appoints Secured Party
          as Pledgor's  attorney-in-fact,  such power of attorney  being coupled
          with an  interest,  with  full  authority  in the  place  and stead of
          Pledgor  and in the name of Pledgor or  otherwise,  to take any action
          and to execute any  instrument  which  Secured  Party may from time to
          time in Secured  Party's  discretion  deem necessary or appropriate to
          accomplish  the  purposes  of  this   Agreement,   including   without
          limitation,   the  following  action:  (i)  transfer  any  securities,
          instruments,  documents or  certificates  pledged as Collateral in the
          name of Secured Party or its nominee;  (ii) use any interest,  premium
          or principal payments, conversion or redemption proceeds or other cash
          proceeds  received in connection  with any Collateral to reduce any of
          the  Indebtedness;  (iii)  exchange any of the  securities  pledged as
          Collateral  for any other  property  upon any  merger,  consolidation,
          reorganization,  recapitalization  or other readjustment of the issuer
          thereof, and, in connection therewith,  to deposit and deliver any and
          all of such securities with any committee, depository, transfer agent,
          registrar or other  designated agent upon such terms and conditions as
          Secured  Party may deem  necessary or  appropriate;  (iv)  exercise or
          comply with any conversion, exchange, redemption,  subscription or any
          other right,  privilege or option pertaining to any securities pledged
          as Collateral;  provided,  however, except as provided herein, Secured
          Party shall not have a duty to exercise or comply with any such right,
          privilege or option (whether conversion,  redemption or otherwise) and
          shall not be  responsible  for any delay or  failure to do so; and (v)
          file any claims or take any action or institute any proceedings  which
          Secured Party may deem  necessary or  appropriate  for the  collection
          and/or  preservation  of the  Collateral  or  otherwise to enforce the
          rights of Secured Party with respect to the Collateral.

     (b)  PERFORMANCE  BY  SECURED  PARTY.  If  Pledgor  fails  to  perform  any
          agreement or  obligation  provided  herein,  Secured  Party may itself
          perform,  or cause  performance of, such agreement or obligation,  and
          the expenses of Secured Party incurred in connection  therewith  shall
          be a part of the  Indebtedness,  secured by the Collateral and payable
          by Pledgor on demand.

     Notwithstanding  any other provision herein to the contrary,  Secured Party
     does not have any duty to  exercise  or  continue  to  exercise  any of the
     foregoing  rights and shall not be responsible  for any failure to do so or
     for any delay in doing so.


                                       5
<PAGE>

10.  EVENTS OF DEFAULT.  Each of the following constitutes an "EVENT OF DEFAULT"
     under this Agreement:

     (a)  FAILURE TO PAY INDEBTEDNESS.  Borrower or Pledgor shall fail to pay as
          and when due any Indebtedness.

     (b)  NON-PERFORMANCE  OF  COVENANTS.  Borrower or Pledgor  shall breach any
          covenant or agreement made herein,  in any of the Financing  Documents
          or in any  other  agreement  now or  hereafter  entered  into  between
          Borrower or Pledgor and Secured Party.

     (c)  FALSE REPRESENTATION. Any warranty or representation made herein or in
          any of the  Financing  Documents  shall be false or  misleading in any
          material respect when made.

     (d)  DEFAULT UNDER OTHER FINANCING DOCUMENTS. The occurrence of an event of
          default  under any of the Financing  Documents or any other  agreement
          now or hereafter  entered into between Borrower or Pledgor and Secured
          Party.

     (e)  UNTRUE FINANCIAL REPORT. Any report, certificate,  schedule, financial
          statement,  profit and loss statement or other statement  furnished by
          Borrower or Pledgor,  to Secured  Party is not true and correct in any
          material respect.

     (f)  DEFAULT TO THIRD PARTY.  The occurrence of any event which permits the
          acceleration of the maturity of any indebtedness  owing by Borrower or
          Pledgor to any third party under any agreement or undertaking.

     (g)  BANKRUPTCY.  The  filing  of a  voluntary  or  involuntary  case by or
          against Borrower or Pledgor under the United States Bankruptcy Code or
          other  present or future  federal or state  insolvency,  bankruptcy or
          similar laws (collectively,  "Applicable  Bankruptcy Law"), and in the
          event  of  an  involuntary  case,  the  failure  of  such  case  to be
          discharged  within sixty (60) days of  commencement or the appointment
          of a receiver,  trustee,  conservator  or custodian  for a substantial
          portion of the assets of Borrower or Pledgor.

     (h)  INSOLVENCY.  Borrower  or  Pledgor  shall  become  insolvent,  make  a
          transfer in fraud of creditors or make an  assignment  for the benefit
          of creditors.

     (i)  INVOLUNTARY  LIEN. The filing or commencement of any involuntary lien,
          garnishment,  attachment  or the like shall be issued  against or with
          respect to the Collateral.

     (j)  MATERIAL ADVERSE CHANGE. A material adverse change shall have occurred
          in the  financial  condition,  business  prospects  or  operations  of
          Borrower or Pledgor or any of its subsidiaries.

     (k)  TAX LIEN.  Borrower or Pledgor  shall have a federal or state tax lien
          filed against any of its properties.

     (l)  EXECUTION ON  COLLATERAL.  The  Collateral  or any portion  thereof is
          taken on execution or other process of law.

     (m)  JUDGMENT.  The  entry  against  Borrower  or  Pledgor  of a final  and
          nonappealable  judgment  for the payment of money in excess of $25,000
          (not  covered  by  insurance  satisfactory  to  Secured  Party  in its
          reasonable discretion).

     (n)  DILUTION  OF  OWNERSHIP.  The  issuer of any  securities  (other  than
          securities  of  a  class  which  are  publicly  traded)   constituting
          Collateral  hereafter  issues any shares of any class of capital stock
          (unless immediately upon issuance,  additional  securities are pledged
          and  delivered  to Secured  Party  pursuant to the terms hereof to the
          extent necessary to give Secured Party a security  interest after such
          issuance in at least the same percentage of such issuer's  outstanding
          securities as Secured Party had before such  issuance) or any options,
          warrants or other rights to purchase any such capital stock.


                                       6
<PAGE>

     (o)  BANKRUPTCY OF ISSUER.  (i) The issuer of any  securities  constituting
          Collateral files a petition for relief under any Applicable Bankruptcy
          Law, (ii) an involuntary petition for relief is filed against any such
          issuer  under  any  Applicable  Bankruptcy  Law and  such  case is not
          dismissed  within sixty (60) days of  commencement,  or (iii) an order
          for relief  naming any such  issuer is  entered  under any  Applicable
          Bankruptcy Law.

11.  REMEDIES AND RELATED  RIGHTS.  If an Event of Default shall have  occurred,
     and without limiting any other rights and remedies  provided herein,  under
     any of the other  Financing  Documents  or  otherwise  available to Secured
     Party,  Secured  Party may  exercise one or more of the rights and remedies
     provided in this Section.

     (a)  REMEDIES.  Secured  Party  may  from  time to time at its  discretion,
          without  limitation and without notice except as expressly provided in
          any of the Financing Documents:

          (i)  exercise in respect of the Collateral all the rights and remedies
               of a  secured  party  under  the  Code  (whether  or not the Code
               applies to the affected Collateral);

          (ii) reduce its claim to judgment or foreclose  or otherwise  enforce,
               in whole or in part, the security  interest granted  hereunder by
               any available judicial procedure;

          (iii)sell or otherwise  dispose of, at its office,  on the premises of
               Pledgor or elsewhere, the Collateral, as a unit or in parcels, by
               public  or  private  proceedings,  and by  way  of  one  or  more
               contracts (it being agreed that the sale or other  disposition of
               any part of the  Collateral  shall not  exhaust  Secured  Party's
               power of sale, but sales or other  dispositions  may be made from
               time  to  time  until  all of the  Collateral  has  been  sold or
               disposed of or until the Indebtedness has been paid and performed
               in full), and at any such sale or other  disposition it shall not
               be necessary to exhibit any of the Collateral;

          (iv) buy the Collateral, or any portion thereof, at any public sale;

          (v)  buy the Collateral,  or any portion thereof,  at any private sale
               if the Collateral is of a type  customarily  sold in a recognized
               market or is of a type which is the subject of widely distributed
               standard price quotations;

          (vi) apply for the appointment of a receiver for the  Collateral,  and
               Pledgor hereby consents to any such appointment; and

          (vii)at its  option,  retain the  Collateral  in  satisfaction  of the
               Indebtedness  whenever  the  circumstances  are such that Secured
               Party is entitled to do so under the Code or otherwise.

     Pledgor  agrees that in the event Pledgor is entitled to receive any notice
     under the Uniform  Commercial Code, as it exists in the state governing any
     such notice, of the sale or other disposition of any Collateral, reasonable
     notice  shall be deemed given when such notice is deposited in a depository
     receptacle  under the care and custody of the United States Postal Service,
     postage  prepaid,  at  Pledgor's  address set forth on the  signature  page
     hereof,  five (5) days prior to the date of any public sale, or after which
     a private  sale,  of any of such  Collateral  is to be held.  Secured Party
     shall not be obligated to make any sale of Collateral  regardless of notice
     of sale having been given.  Secured Party may adjourn any public or private
     sale  from  time  to time by  announcement  at the  time  and  place  fixed
     therefor,  and such sale may,  without further notice,  be made at the time
     and place to which it was so adjourned.  Pledgor further  acknowledges  and
     agrees that the  redemption by Secured Party of any  certificate of deposit
     pledged  as  Collateral  shall be  deemed to be a  commercially  reasonable
     disposition under Section 9.504(c) of the Code.

     (b)  PRIVATE SALE OF SECURITIES.  Pledgor recognizes that Secured Party may
          be unable to effect a public sale of all or any part of the securities
          pledged as Collateral  because of restrictions  in applicable  federal
          and state  securities  laws and that  Secured  Party  may,  therefore,
          determine to make one or more private sales of any such  securities to
          a restricted group of purchasers who will be obligated to agree, among
          other things,  to acquire such  securities for their own account,  for
          investment and not with a view to the  distribution or resale thereof.
          Pledgor  acknowledges that each any such private sale may be at prices
          and other terms less favorable then what might have been obtained at a
          public sale and, notwithstanding the foregoing,  agrees that each such
          private  sale  shall be deemed  to have  been  made in a  commercially
          reasonable  manner and that Secured  Party shall have no obligation to
          delay the sale of any such securities for the period of time necessary
          to permit the issuer to register such securities for public sale under
          any federal or state securities


                                       7
<PAGE>

          laws. Pledgor further  acknowledges  and agrees that any offer to sell
          such securities  which has been made privately in the manner described
          above to not less than five (5) BONA FIDE offerees  shall be deemed to
          involve a "public  sale" for the  purposes of Section  9.504(c) of the
          Code,  notwithstanding  that  such sale may not  constitute  a "public
          offering" under any federal or state  securities laws and that Secured
          Party may, in such event, bid for the purchase of such securities.

     (c)  APPLICATION OF PROCEEDS.  If any Event of Default shall have occurred,
          Secured  Party  may at its  discretion  apply or use any cash  held by
          Secured Party as Collateral, and any cash proceeds received by Secured
          Party in respect of any sale or other disposition of, collection from,
          or  other  realization  upon,  all or any  part of the  Collateral  as
          follows in such order and manner as Secured Party may elect:

          (i)  to the repayment or  reimbursement  of the  reasonable  costs and
               expenses (including,  without limitation,  reasonable  attorneys'
               fees and expenses)  incurred by Secured Party in connection  with
               (A)  the  administration  of the  Financing  Documents,  (B)  the
               custody,  preservation,  use or  operation  of,  or the  sale of,
               collection from, or other realization  upon, the Collateral,  and
               (C) the exercise or enforcement of any of the rights and remedies
               of Secured Party hereunder;

          (ii) to the  payment  or other  satisfaction  of any  liens  and other
               encumbrances upon the Collateral;

          (iii) to the satisfaction of the Indebtedness;

          (iv) by holding such cash and proceeds as Collateral;

          (v)  to the payment of any other amounts  required by  applicable  law
               (including without limitation, Section 9.504(a)(3) of the Code or
               any other applicable statutory provision); and

          (vi) by delivery to Pledgor or any other  party  lawfully  entitled to
               receive such cash or proceeds  whether by direction of a court of
               competent jurisdiction or otherwise.

     (d)  DEFICIENCY.  In the event that the proceeds of any sale of, collection
          from, or other  realization upon, all or any part of the Collateral by
          Secured  Party are  insufficient  to pay all amounts to which  Secured
          Party is legally entitled, Borrower and any party who guaranteed or is
          otherwise  obligated  to pay all or any  portion  of the  Indebtedness
          shall be liable for the deficiency,  together with interest thereon as
          provided  in  the  Financing  Documents.  Nothing  contained  in  this
          Agreement, however, shall be construed as a guaranty by Pledgor of any
          indebtedness,  obligation,  or  liability  of  Borrower,  and  Secured
          Party's sole recourse against Pledgor with respect to the Indebtedness
          shall be to enforce its rights and remedies  hereunder with respect to
          the Collateral.

     (e)  NON-JUDICIAL  REMEDIES.  In  granting  to  Secured  Party the power to
          enforce  its  rights  hereunder  without  prior  judicial  process  or
          judicial hearing,  Pledgor  expressly waives,  renounces and knowingly
          relinquishes  any legal right which might  otherwise  require  Secured
          Party to enforce its rights by judicial  process.  Pledgor  recognizes
          and concedes that non-judicial  remedies are consistent with the usage
          of trade, are responsive to commercial necessity and are the result of
          a bargain  at arm's  length.  Nothing  herein is  intended  to prevent
          Secured Party or Pledgor from resorting to judicial  process at either
          party's option.

     (f)  OTHER  RECOURSE.  Pledgor waives any right to require Secured Party to
          proceed  against  any third  party,  exhaust any  Collateral  or other
          security for the Indebtedness,  or to have any third party joined with
          Pledgor  in any suit  arising  out of the  Indebtedness  or any of the
          Financing  Documents,  or pursue any other remedy available to Secured
          Party. Pledgor further waives any and all notice of acceptance of this
          Agreement and of the creation, modification, rearrangement, renewal or
          extension  of the  Indebtedness.  Pledgor  further  waives any defense
          arising  by reason of any  disability  or other  defense  of any third
          party or by reason of the cessation  from any cause  whatsoever of the
          liability of any third party. Until all of the Indebtedness shall have
          been paid in full,  Pledgor  shall  have no right of  subrogation  and
          Pledgor waives the right to enforce any remedy which Secured Party has
          or may hereafter have against any third party,  and waives any benefit
          of and any right to participate  in any other security  whatsoever now
          or hereafter held by Secured Party.  Pledgor authorizes Secured Party,
          and without  notice or demand and without  any  reservation  of rights
          against Pledgor and without affecting Pledgor's liability hereunder or
          on the  Indebtedness,  to (i) take or hold any other  property  of any
          type  from any  third  party as  security  for the  Indebtedness,  and
          exchange,  enforce,  waive  and  release  any  or all  of  such  other


                                       8
<PAGE>

          property,  (ii)  apply  such  other  property  and direct the order or
          manner  of  sale  thereof  as  Secured  Party  may in  its  discretion
          determine, (iii) renew, extend, accelerate, modify, compromise, settle
          or  release  any  of  the  Indebtedness  or  other  security  for  the
          Indebtedness,  (iv) waive,  enforce or modify any of the provisions of
          any of the Financing  Documents  executed by any third party,  and (v)
          release or substitute any third party.

     (g)  VOTING  RIGHTS.  Upon the  occurrence of an Event of Default,  Pledgor
          will not exercise any voting rights with respect to securities pledged
          as Collateral.  Pledgor hereby  irrevocably  appoints Secured Party as
          Pledgor's  attorney-in-fact (such power of attorney being coupled with
          an interest)  and proxy to exercise any voting  rights with respect to
          Pledgor's  securities  pledged as Collateral upon the occurrence of an
          Event of Default.

     (h)  DIVIDEND RIGHTS AND INTEREST PAYMENTS. Upon the occurrence of an Event
          of  Default:

          (i)  all rights of Pledgor to  receive  and retain the  dividends  and
               interest  payments  which it would  otherwise  be  authorized  to
               receive  and retain  pursuant  to  Section 3 shall  automatically
               cease,  and all such rights shall  thereupon  become  vested with
               Secured  Party  which  shall  thereafter  have the sole  right to
               receive, hold and apply as Collateral such dividends and interest
               payments; and

          (ii) all dividend and interest  payments which are received by Pledgor
               contrary to the provisions of clause (i) of this Subsection shall
               be received in trust for the benefit of Secured  Party,  shall be
               segregated  from other funds of Pledgor,  and shall be  forthwith
               paid over to Secured Party in the exact form  received  (properly
               endorsed or assigned if requested by Secured  Party),  to be held
               by Secured Party as Collateral.

12.  MISCELLANEOUS.

     (a)  ENTIRE  AGREEMENT.  This  Agreement  contains the entire  agreement of
          Secured  Party and  Pledgor  with  respect to the  Collateral.  If the
          parties hereto are parties to any prior  agreement,  either written or
          oral,  relating to the  Collateral,  the terms of this Agreement shall
          amend  and  supersede  the  terms  of  such  prior  agreements  as  to
          transactions on or after the effective date of this Agreement, but all
          security agreements, financing statements, guaranties, other contracts
          and notices for the  benefit of Secured  Party shall  continue in full
          force and  effect to secure  the  Indebtedness  unless  Secured  Party
          specifically releases its rights thereunder by separate release.

     (b)  AMENDMENT.  No modification,  consent or amendment of any provision of
          this Agreement or any of the other Financing  Documents shall be valid
          or  effective  unless the same is in  writing  and signed by the party
          against whom it is sought to be enforced.

     (c)  ACTIONS  BY  SECURED  PARTY.  The lien,  security  interest  and other
          security  rights of Secured Party  hereunder  shall not be impaired by
          (i) any renewal,  extension,  increase or modification with respect to
          the Indebtedness,  (ii) any surrender,  compromise,  release, renewal,
          extension, exchange or substitution which Secured Party may grant with
          respect to the Collateral,  or (iii) any release or indulgence granted
          to any endorser,  guarantor or surety of the Indebtedness.  The taking
          of  additional  security by Secured  Party shall not release or impair
          the lien,  security interest or other security rights of Secured Party
          hereunder or affect the obligations of Pledgor hereunder.

     (d)  WAIVER BY SECURED PARTY.  Secured Party may waive any Event of Default
          without  waiving  any  other  prior or  subsequent  Event of  Default.
          Secured  Party may remedy any  default  without  waiving  the Event of
          Default  remedied.  Neither the failure by Secured  Party to exercise,
          nor the delay by Secured Party in exercising, any right or remedy upon
          any Event of Default  shall be  construed as a waiver of such Event of
          Default  or as a waiver of the  right to  exercise  any such  right or
          remedy at a later date. No single or partial exercise by Secured Party
          of any  right or  remedy  hereunder  shall  exhaust  the same or shall
          preclude any other or further exercise  thereof,  and every such right
          or remedy  hereunder  may be exercised  at any time.  No waiver of any


                                       9
<PAGE>

          provision  hereof or consent  to any  departure  by Pledgor  therefrom
          shall be  effective  unless the same shall be in writing and signed by
          Secured Party and then such waiver or consent shall be effective  only
          in the specific instances,  for the purpose for which given and to the
          extent  therein  specified.  No notice to or demand on  Pledgor in any
          case shall of itself entitle Pledgor to any other or further notice or
          demand in similar or other circumstances.

     (e)  COSTS AND EXPENSES.  Pledgor will upon demand pay to Secured Party the
          amount  of  any  and  all  costs  and  expenses   (including   without
          limitation,  attorneys'  fees and  expenses),  which Secured Party may
          incur in  connection  with the exercise or  enforcement  of any of the
          rights of Secured Party hereunder.

     (F)  GOVERNING LAW; VENUE; SUBMISSION TO JURISDICTION. THIS AGREEMENT SHALL
          BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE
          OF TEXAS WITHOUT  GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS
          THEREOF,  EXCEPT TO THE EXTENT PERFECTION AND THE EFFECT OF PERFECTION
          OR  NON-PERFECTION  OF THE SECURITY  INTEREST  GRANTED  HEREUNDER,  IN
          RESPECT OF ANY  PARTICULAR  COLLATERAL,  ARE GOVERNED BY THE LAWS OF A
          JURISDICTION  OTHER  THAN  THE  STATE  OF  TEXAS.  THIS  AGREEMENT  IS
          PERFORMABLE  BY THE  PARTIES IN TARRANT  COUNTY,  TEXAS.  PLEDGOR  AND
          SECURED  PARTY (BY ITS  ACCEPTANCE  HEREOF)  EACH AGREE  THAT  TARRANT
          COUNTY,  TEXAS  SHALL BE THE  EXCLUSIVE  VENUE FOR  LITIGATION  OF ANY
          DISPUTE OR CLAIM ARISING UNDER OR RELATING TO THIS AGREEMENT, AND THAT
          SUCH COUNTY IS A CONVENIENT  FORUM IN WHICH TO DECIDE ANY SUCH DISPUTE
          OR CLAIM.  PLEDGOR AND SECURED PARTY (BY ITS  ACCEPTANCE  HEREOF) EACH
          CONSENT TO THE PERSONAL  JURISDICTION  OF THE STATE AND FEDERAL COURTS
          LOCATED  IN  TARRANT  COUNTY,  TEXAS  FOR THE  LITIGATION  OF ANY SUCH
          DISPUTE OR CLAIM.  PLEDGOR  IRREVOCABLY  WAIVES, TO THE FULLEST EXTENT
          PERMITTED BY LAW, ANY OBJECTION  WHICH IT MAY NOW OR HEREAFTER HAVE TO
          THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT
          AND ANY CLAIM  THAT ANY SUCH  PROCEEDING  BROUGHT  IN SUCH A COURT HAS
          BEEN BROUGHT IN AN INCONVENIENT FORUM.

     (G)  WAIVER OF JURY TRIAL.  PLEDGOR AND  SECURED  PARTY (BY ITS  ACCEPTANCE
          HEREOF)  EACH  HEREBY  IRREVOCABLY   WAIVES,  TO  THE  MAXIMUM  EXTENT
          PERMITTED  BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
          OF ANY  LITIGATION  DIRECTLY OR INDIRECTLY AT ANY TIME ARISING OUT OF,
          UNDER  OR  IN  CONNECTION  WITH  THIS  AGREEMENT  OR  ANY  TRANSACTION
          CONTEMPLATED HEREBY OR ASSOCIATED HEREWITH.

     (h)  SEVERABILITY. If any provision of this Agreement is held by a court of
          competent  jurisdiction to be illegal,  invalid or unenforceable under
          present or future laws, such provision shall be fully severable, shall
          not impair or  invalidate  the  remainder  of this  Agreement  and the
          effect  thereof shall be confined to the provision held to be illegal,
          invalid or unenforceable.

     (i)  NO  OBLIGATION.  Nothing  contained  herein  shall be  construed as an
          obligation on the part of Secured Party to
          extend or continue to extend credit to Borrower or Pledgor.

     (j)  NOTICES.  All  notices,  requests,  demands  or  other  communications
          required or permitted to be given pursuant to this Agreement  shall be
          in writing and given by (i) personal delivery, (ii) expedited delivery
          service with proof of  delivery,  (iii)  United  States mail,  postage
          prepaid,  registered or certified mail, return receipt  requested,  or
          (iv) telecopy (with receipt thereof  confirmed by telecopier)  sent to
          the intended  addressee at the address set forth on the signature page
          hereof  or to such  different  address  as the  addressee  shall  have
          designated  by written  notice sent  pursuant to the terms  hereof and
          shall be deemed to have been received either,  in the case of personal
          delivery,  at the time of personal delivery,  in the case of expedited
          delivery  service,  as of the date of first attempted  delivery at the
          address and in the manner provided  herein,  in the case of mail, upon
          deposit in a depository  receptacle  under the care and custody of the
          United  States  Postal  Service,  or in the  case  of  telecopy,  upon
          receipt.  Either  party shall have the right to change its address for
          notice  hereunder to any other location within the continental  United
          States  by  notice to the  other  party of such new  address  at least
          thirty (30) days prior to the effective date of such new address.

                                       10
<PAGE>


     (k)  BINDING EFFECT AND ASSIGNMENT. This Agreement (i) creates a continuing
          security interest in the Collateral,  (ii) shall be binding on Pledgor
          and the heirs, executors,  administrators,  personal  representatives,
          successors  and  assigns  of  Pledgor,  and (iii)  shall  inure to the
          benefit of  Secured  Party and its  successors  and  assigns.  Without
          limiting the  generality of the  foregoing,  Secured Party may pledge,
          assign or  otherwise  transfer the  Indebtedness  and its rights under
          this Agreement and any of the other  Financing  Documents to any other
          party.  Pledgor's rights and obligations hereunder may not be assigned
          or otherwise  transferred without the prior written consent of Secured
          Party.

     (l)  TERMINATION.  It is  contemplated by the parties hereto that from time
          to time there may be no outstanding Indebtedness,  but notwithstanding
          such  occurrences,  this Agreement  shall remain valid and shall be in
          full force and effect as to subsequent outstanding Indebtedness.  Upon
          (i) the satisfaction in full of the Indebtedness, (ii) the termination
          or expiration  of any  commitment of Secured Party to extend credit to
          Pledgor and/or  Borrower,  (iii) written  request for the  termination
          hereof delivered by Pledgor to Secured Party, and (iv) written release
          delivered by Secured Party to Pledgor, this Agreement and the security
          interests  created hereby shall  terminate.  Upon  termination of this
          Agreement  and  Pledgor's  written  request,  Secured  Party will,  at
          Pledgor's  sole  cost  and  expense,  return  to  Pledgor  such of the
          Collateral  as shall not have been sold or  otherwise  disposed  of or
          applied  pursuant  to the terms  hereof  and  execute  and  deliver to
          Pledgor such documents as Pledgor shall reasonably request to evidence
          such termination.

     (m)  CUMULATIVE  RIGHTS. All rights and remedies of Secured Party hereunder
          are  cumulative of each other and of every other right or remedy which
          Secured Party may  otherwise  have at law or in equity or under any of
          the other Financing Documents, and the exercise of one or more of such
          rights or remedies  shall not  prejudice or impair the  concurrent  or
          subsequent exercise of any other rights or remedies.

     (n)  GENDER AND NUMBER. Within this Agreement, words of any gender shall be
          held and  construed  to  include  the other  gender,  and words in the
          singular  number shall be held and construed to include the plural and
          words in the plural  number shall be held and construed to include the
          singular, unless in each instance the context requires otherwise.

     (o)  DESCRIPTIVE   HEADINGS.   The  headings  in  this  Agreement  are  for
          convenience  only and shall in no way  enlarge,  limit or  define  the
          scope or meaning of the various and several provisions hereof.

EXECUTED as of the date first written above.

PLEDGOR:

GOURMET GROUP, INC.


By: /s/ Frederick Schulman
    -------------------------
    Frederick Schulman
    President

Pledgor's Address:

1 Chisolm Trail
Buda, Texas  78610
Telecopy No. 512-295-3020

Secured Party's Address:

KBK FINANCIAL, INC.
301 Commerce Street
2200 City Center II
Fort Worth, Texas  76102
ATTN:    Legal Department
Telecopy No.(817) 258-6114


                                       11
<PAGE>



                                  SCHEDULE "A"
                                       TO
                                PLEDGE AGREEMENT
                            DATED September 28, 2000
                          EXECUTED BY SEAR GROUP, INC.
                               FOR THE BENEFIT OF
                               KBK FINANCIAL, INC.



[IF CERTIFICATED STOCK]

     7,984,194  shares of common stock of Our Foods Products  Group,  Inc., a
     Texas corporation,  as evidenced by certificate no. 7 issued in
     the name of Pledgor.


</TEXT>
</DOCUMENT>
