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                                                                   EXHIBIT 10.61



                               DENALI INCORPORATED

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                                WAIVER AGREEMENT

                            Dated as of June 30, 2000

                                 relating to the

          Note and Warrant Purchase Agreement dated as of June 30, 1999



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                     12% Senior Subordinated Notes due 2006
                                  and Warrants







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                               DENALI INCORPORATED
                                WAIVER AGREEMENT

                               as of June 30, 2000

                   Re: 12% Senior Subordinated Notes due 2006

TO THE SEVERAL HOLDERS OF NOTES
   WHOSE NAMES APPEAR IN THE
   ACCEPTANCE FORM AT THE END
   HEREOF

Ladies and Gentlemen:

         Denali Incorporated, a Delaware corporation (the "COMPANY"), hereby
agrees with you as follows:

Note Purchase Agreement, Proposed Waiver, Etc. PURSUANT TO THE NOTE AND WARRANT
PURCHASE AGREEMENT DATED AS OF JUNE 30, 1999 (THE "Purchase Agreement") ENTERED
INTO BY THE COMPANY WITH THE INVESTORS NAMED IN SCHEDULE A THERETO, THE COMPANY
ISSUED AND SOLD $15,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 12% SENIOR
SUBORDINATED NOTES DUE 2006 (THE "Notes") AND WARRANTS INITIALLY TO PURCHASE AN
AGGREGATE OF 534,873 SHARES OF THE COMPANY'S COMMON STOCK, ALL OF WHICH NOTES
REMAIN OUTSTANDING ON THE DATE HEREOF. UNLESS THE CONTEXT OTHERWISE REQUIRES,
CAPITALIZED TERMS USED HEREIN WITHOUT DEFINITION HAVE THE RESPECTIVE MEANINGS
ASCRIBED THERETO IN THE PURCHASE AGREEMENT.

         The Company proposes that the holders of the Notes waive any Default or
Event of Default for the period from June 30, 2000 to and including July 31,
2000 resulting solely from the failure of the Company to pay accrued interest
due and payable on the Notes on June 30, 2000.

Representations and Warranties. THE COMPANY REPRESENTS AND WARRANTS TO YOU AS
FOLLOWS:

No Default, etc. Except as described in Section 4 and except for failure of the
Company to comply with its obligations under Section 10.1 of the Purchase
Agreement as of the last days of the fiscal quarters and for the applicable
numbers of fiscal quarters respectively ending on December 31, 1999 and March
31, 2000, no Event of Default or Default has occurred and is continuing and
after giving effect to the effectiveness of this Waiver Agreement no Event of
Default or Default shall exist except as aforesaid.

No Undisclosed Fees. The Company has not, directly or indirectly, paid or caused
to be paid any consideration (as supplemental or additional interest, a fee or
otherwise) to any holder of Notes or other Indebtedness in order to induce such
holder to enter into this Waiver Agreement or to waive or forebear with respect
to



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defaults in respect of such other Indebtedness or give its consent or take any
other action in connection with the transactions contemplated hereby, nor has
the Company agreed to make any such payment.

Representation of the Holder. YOU REPRESENT TO THE COMPANY THAT YOU ARE THE
BENEFICIAL OWNER OF NOTES IN THE AGGREGATE UNPAID PRINCIPAL AMOUNT AND SET FORTH
BELOW YOUR NAME IN THE ACCEPTANCE FORM OF THIS WAIVER AGREEMENT.

Waiver Under Notes. SUBJECT TO THIS WAIVER AGREEMENT BECOMING EFFECTIVE AS BELOW
PROVIDED, YOU HEREBY WAIVE FOR THE PERIOD FROM JUNE 30, 2000 TO AND INCLUDING
JULY 31, 2000 ANY DEFAULT BY THE COMPANY IN THE PAYMENT OF INTEREST ON ANY NOTE
THAT IS DUE AND PAYABLE ON JUNE 30, 2000. DURING SUCH WAIVER PERIOD, INTEREST
SHALL CONTINUE TO ACCRUE ON THE UNPAID PRINCIPAL AMOUNT OF EACH NOTE AND
INTEREST SHALL ALSO ACCRUE ON ALL OVERDUE INTEREST ON SUCH NOTE (BUT FOR THIS
WAIVER AGREEMENT) UNTIL SUCH OVERDUE INTEREST IS PAID.

Effectiveness of this Waiver Agreement. THIS WAIVER AGREEMENT WILL BECOME
EFFECTIVE ON THE DATE ON WHICH COUNTERPARTS OF THIS WAIVER AGREEMENT SHALL HAVE
BEEN EXECUTED AND DELIVERED BY THE COMPANY AND THE HOLDERS OF ALL OF THE NOTES.

Ratification. EXCEPT AS MODIFIED HEREBY, THE PURCHASE AGREEMENT IS IN ALL
RESPECTS RATIFIED AND CONFIRMED AND THE PROVISIONS THEREOF SHALL REMAIN IN FULL
FORCE AND EFFECT.

Counterparts. THIS WAIVER AGREEMENT MAY BE EXECUTED IN TWO OR MORE COUNTERPARTS,
EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.

Governing Law. THIS WAIVER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


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         If you are in agreement with the foregoing, please sign the form of
acceptance in the space below provided, whereupon this Waiver Agreement shall
become a binding agreement between you and the Company, subject to this Waiver
Agreement becoming effective as hereinabove provided.

                                             DENALI INCORPORATED

                                             By: /S/ R. KEVIN ANDREWS
                                                 Title:  CFO/TREASURER

ACCEPTED AND AGREED:


THE VARIABLE ANNUITY LIFE INSURANCE COMPANY


By  /S/ JULIA S. TUCKER
    Title:  INVESTMENT OFFICER
Principal Amount of Notes Held: $6,285,000

A.G. INVESTMENT ADVISORY
SERVICES, INC.

By: /S/ ROBERT OWEN, JR.
    Title:  REAL ESTATE INVESTMENT OFFICER
Principal Amount of Notes Held: $4,190,000


EMC EQUITY FUND, L.P.


By  /S/ BLAISE F. ST. RAYMOND
    Title:  GENERAL PARTNER
Principal Amount of Notes Held: $1,500,000


COCKRELL INVESTMENT PARTNERS, L.P.


By  /S/ MILTON T. GRAVES
    Title:  PRESIDENT, TEXAS PRODUCTION COMPANY, GENERAL PARTNER
Principal Amount of Notes Held: $1,500,000





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SIMMONS FAMILY TRUST


By  /S/ THOMAS D. SIMMONS
    Title:  CO-TRUSTEE
 Principal Amount of Notes Held: $166,666


THOMAS DUDLEY SIMMONS, JR. MARITAL TRUST


By  /S/ THOMAS D. SIMMONS
    Title:  TRUSTEE
Principal Amount of Notes Held: $166,666


THOMAS SIMMONS, JR.


By  /S/ THOMAS D. SIMMONS
    Title:  SELF
Principal Amount of Notes Held: $166,668


JOEL V. STAFF


By  /S/ JOEL V. STAFF
    Title:  SELF
Principal Amount of Notes Held: $250,000




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SYMONDS TRUST CO., LTD.


By  /S/ J. TAFT SYMONDS
    Title:  PRESIDENT
Principal Amount of Notes Held: $125,000


ANNE ALLEN SYMONDS REVOCABLE TRUST


By  /S/ ANNE ALLEN SYMONDS
    Title:  TRUSTEE
Principal Amount of Notes Held: $125,000


WILLIAM A. MONTELEONE, JR.


By  /S/ WILLIAM A. MONTELEONE, JR.
    Title:  SELF
Principal Amount of Notes Held: $100,000


C. RICHARD EVERETT


By  /S/ RICHARD EVERETT
    Title:  SELF
Principal Amount of Notes Held: $125,000


H. FRED LEVINE


By  /S/ H. FRED LEVINE
    Title:  SELF
Principal Amount of Notes Held: $200,000

LEGG MASON WOOD WALKER, CUSTODIAN
F/O/B JAY H. GOLDING PROFIT SHARING
PLAN DATED 12/11/89

By  /S/ LEWIS KRINSKY
    Title:  SR. VICE PRESIDENT, INVESTMENTS
Principal Amount of Notes Held: $100,000



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