THIS SECURITY AGREEMENT, dated as of October 3, 1999, is made and given by POORE BROTHERS,
INC., a Delaware corporation ("PBI") POORE BROTHERS ARIZONA, INC., an Arizona corporation
("PBAI"), POORE BROTHERS DISTRIBUTING, INC., an Arizona corporation ("PBDI"), TEJAS PB
DISTRIBUTING, INC., an Arizona corporation ("Tejas"), and WABASH FOODS, LLC, a Delaware limited
liability company ("Wabash") (PBI, PBAI, PBDI, Tejas and Wabash each a "Grantor" and collectively, the
"Grantors") to U.S. BANCORP REPUBLIC COMMERCIAL FINANCE, INC. a Minnesota corporation (the
A. The Grantors and the Secured Party have entered into a Credit Agreement dated as of the date of this
Agreement (as the same may hereafter be amended, supplemented, extended, restated, or otherwise modified
from time to time, the "Credit Agreement") pursuant to which the Secured Party has agreed to extend to the
Grantors certain credit accommodations on the terms and conditions set forth in the Credit Agreement.
B. It is a condition precedent to the extension of any credit accommodations pursuant to the terms of the Credit
Agreement that this Agreement be executed and delivered by the Grantors.
C. The Grantors find it advantageous, desirable and in their best interests to comply with the requirement that it
execute and deliver this Security Agreement to the Secured Party.
NOW, THEREFORE, in consideration of the premises and in order to induce the Secured Party to enter into the
Credit Agreement and to extend credit accommodations to the Grantors thereunder, the Grantors hereby agree
with the Secured Party for the Secured Party's benefit as follows:
SECTION 1. DEFINED TERMS.
1(a) As used in this Agreement, the following terms shall have the meanings indicated:
"ACCOUNTS" shall mean each and every right to payment of Grantors, whether such right to payment arises out
of a sale or lease of goods by Grantors, or other disposition of goods or other property of Grantors, out of a