<PAGE>

                                EXHIBIT 10.34







                             WARRANT TO PURCHASE

                               COMMON STOCK OF

                             WASTE RECOVERY, INC.



                                    ------



                          Dated:  As of July 1, 1996



--------------------------------------------------------------------------------

NEITHER THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE; THEREFORE, THIS WARRANT AND THE
SECURITIES ISSUABLE UPON EXERCISE HEREOF, IF ANY, MAY NOT BE SOLD OR TRANSFERRED
EXCEPT UPON SUCH REGISTRATION OR UPON DELIVERY TO THE COMPANY OF AN OPINION OF
COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT
REQUIRED FOR SUCH SALE OR TRANSFER.

                                       1

<PAGE>

Void after 5:00 P.M., Dallas, Texas time, on the second (2nd) anniversary of the
date set forth on the cover page of this Warrant.

                                             Warrant to Purchase
                                                         Shares of
                                             Common Stock, Subject to
                                             Adjustment as herein provided


                       WARRANT TO PURCHASE COMMON STOCK

                             WASTE RECOVERY, INC.

                     Dated as of the 1st day of July, 1996.


     WHEREAS,_______________________________________ desires to acquire for
investment purposes this Warrant to Purchase Common Stock providing for the
acquisition of ___________ shares of Common Stock, subject to adjustment as
provided herein;

     WHEREAS,________________________________ has agreed to convert the 18%
Convertible Subordinated Debentures due January 31, 1997 (the "Debentures")
pursuant to the terms of that certain Conversion Agreement dated of even date
herewith, and pursuant thereto the Company does hereby tender this Warrant to
Purchase Common Stock to _______________________;

     NOW, THEREFORE, for and in consideration of the recitals and of the mutual
covenants, representations, warranties and agreements contained herein, this is
to certify that:

     1. __________________________ or his permitted and registered assigns 
(hereafter, "Holder"), is entitled to purchase from time to time, subject to 
the provisions and conditions herein, from WASTE RECOVERY, INC., a Texas 
corporation (the "Company"), not later than the termination of the Exercise 
Period of this Warrant to Purchase Common Stock (this "Warrant") as set forth 
in PARAGRAPH 4 below, an aggregate of ____________________________(_______) 
shares of common stock, $.01 par value per share, of the Company (the "Common 
Stock") at the Exercise Price per share set forth in PARAGRAPH 2(c) herein, 
and upon such purchase to receive a certificate or certificates representing 
such shares of Common Stock.  The number of shares of Common Stock to be 
received upon the exercise of this Warrant may be adjusted from time to time 
as hereinafter set forth.  

     2.   DEFINED TERMS.  As used in this Warrant, the following capitalized
terms shall have the meanings respectively assigned to them below, which
meanings shall be applicable equally to the singular and plural forms of the
terms so defined.

          (a)  "BUSINESS DAY" shall mean any day except a Saturday, Sunday or
     other day on which commercial banks in the State of Texas are authorized or
     required by law to close.

          (b)  "EXERCISE PERIOD" means the period commencing on the date set
     forth on the cover page of this Warrant and terminating at 5:00 p.m.,
     Dallas, Texas time, on the second (2nd) anniversary of the date set forth
     on the cover page of this Warrant or, in the event that the second
     anniversary of the date set forth on the cover page of this Warrant is not
     a Business Day, the Business Day next following.

                                       2

<PAGE>

          (c)  "EXERCISE PRICE" shall mean $1.25 per share

          (d)  "FAIR MARKET VALUE PER SHARE" as of any date shall mean, for
     shares of Common Stock, the closing price of such Common Stock on such date
     (or if there are no sales on such date, on the next preceding Business Day
     on which there were sales), as reported on the New York Stock Exchange
     Composite Tape, or if such Common Stock is not listed or admitted to
     trading on the New York Stock Exchange, as reported on the principal
     consolidated transaction reporting system for the principal national
     securities exchange on which the Common Stock is listed or admitted to
     trading, or if such Common Stock is not listed or admitted to trading on
     any national securities exchange, the closing price of such Common Stock as
     reported on the National Market System of the National Association of
     Securities Dealers, Inc. Automated Quotation System ("NASDAQ"), or if such
     Common Stock is not listed or admitted to trading on the NASDAQ National
     Market System, the last quoted sales price or, if not so quoted, the
     average of the high bid and low asked prices in the over-the-counter
     market, as reported by the NASDAQ System or such other system then in use,
     or if such Common Stock is not reported on any such system and is not
     listed or admitted to trading on any national securities exchange, the
     average of the closing bid and asked prices as furnished by a professional
     market maker making a market in such Common Stock selected by the Board of
     Directors of the Company.

          (e)  "HOLDER" shall mean the Person(s) then registered as the owner of
     the Warrant or Warrant Securities, as the case may be, on the books and
     records of the Company.

          (f)   "PERSON" shall mean any natural person, corporation, limited
     partnership, limited liability company, general partnership, joint venture,
     association, company, or other organization, whether or not a legal entity,
     and any government agency or political subdivision thereof.

          (g)  "WARRANT SECURITIES" shall mean the shares of Common Stock (or
     other securities) of the Company purchasable or purchased from time to time
     under this Warrant or acquired upon any transfer of any such shares,
     together with all additional securities received in payment of dividends or
     distributions on or splits of those securities or received as a result of
     the adjustments provided for in PARAGRAPH 6 hereof.

     3.   EXERCISE OF WARRANT.  Subject to and in accordance with the provisions
and conditions hereof, this Warrant may be exercised from time to time in whole
or in part during the term of this Warrant as set forth in PARAGRAPH 5 hereof.

     4.   TERM OF WARRANT.  The term of this Warrant shall commence on the date
hereof and shall expire on the exercise in full of this Warrant by Holder or at
5:00 p.m. Dallas, Texas time on the termination of the Exercise Period.

     5.   MANNER OF EXERCISE.  Holder may exercise this Warrant in whole or in
part in accordance with the terms hereof by mailing or personally delivering to
the Company (i) this Warrant, (ii) a Notice of Exercise in the form of EXHIBIT I
hereto duly executed by Holder and (iii) payment of the Exercise Price per
share, such payment to be in the form of cash, a certified or official bank
check made payable to the Company, a wire transfer of funds to an account
designated by the Company, or in shares of the Common Stock valued at the Fair
Market Value per Share on the date of exercise, irrevocable instructions to the
Company to exercise this Warrant and apply the difference between the Fair
Market Value per share on the date of exercise and the Exercise Price with
respect to certain of such shares of Common Stock as payment for Warrant
Securities, or any combination of the foregoing, together with all federal and
state excise taxes applicable upon such exercise.  Upon receipt by the Company
of this Warrant, the Notice of Exercise and such payment, this Warrant shall be
deemed to have been exercised with respect to the number of shares of 

                                       3

<PAGE>

Common Stock subject to such exercise and specified in the Notice of 
Exercise, and Holder shall thereupon become the holder of record of the 
shares of Common Stock issuable upon such exercise, notwithstanding the fact 
that the stock transfer books of the Company may then be closed or that 
certificates representing such shares of Common Stock shall not then be 
actually delivered to Holder.  As soon as practicable after any exercise, in 
whole or in part, of the Warrant, and in any event within ten (10) Business 
Days thereafter, the Company will deliver to Holder a stock certificate or 
certificates representing the shares of Common Stock so purchased, with such 
certificate or certificates to be in such name(s) and such denominations as 
Holder may specify in the Notice of Exercise.  If this Warrant is exercised 
for less than all of the shares of Common Stock subject hereto, the Company 
shall, upon such exercise and surrender of this Warrant for cancellation, 
promptly execute and deliver to Holder a new Warrant of like tenor evidencing 
the right of Holder to purchase the balance of shares of Common Stock 
purchasable hereunder.  Any and all expenses of the Company incurred by the 
Company upon exercise of this Warrant and the issuance of Common Stock 
pursuant to this Warrant shall be borne by the Company.

     6.   ADJUSTMENT PROVISIONS.  (a) If the Company shall, during the term
hereof, (i) declare a dividend and make a distribution on the Common Stock
payable in shares of Common Stock, (ii) subdivide or combine its outstanding
shares of Common Stock, (iii) change the number of shares of Common Stock
issuable upon exercise of this Warrant by reclassification, exchange or
substitution, or (iv) reorganize the capital structure of the Company by merger,
reorganization, consolidation or sale of assets, then this Warrant shall, after
the happening of any such event, evidence the right to purchase the number of
shares of Common Stock or other securities that would have been received as a
result of that change with respect to the shares of Common Stock as if such
shares had been purchased under this Warrant immediately before occurrence of
such event.  Such adjustment shall be made successively whenever any event
listed above shall occur.  Any adjustment under this subparagraph (a) shall
become effective at the close of business on the date any such event occurs.

          (b)  NOTICE OF ADJUSTMENT.  The Company shall give notice of each
adjustment or readjustment of the number of shares of Common Stock or other
securities issuable upon exercise of this Warrant to Holder or of the Exercise
Price per share at the address set forth in PARAGRAPH 20 hereof.

     7.   OTHER ACTIONS.  The Company will not avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, whether by
amendment of its Articles of Incorporation or bylaws or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action or otherwise, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of Holder; PROVIDED, HOWEVER, that nothing herein shall restrict the
Company's ability, among other things, to grant employee stock options and
warrants and to issue stock upon the exercise thereof or to enter into any other
bona fide business transaction (including issuance of stock at or below
prevailing market prices).  Without limiting the generality of the foregoing,
the Company (a) will not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the amount payable therefor
upon such exercise; (b) will take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable shares of Common Stock upon the exercise of all warrants,
including this Warrant, from time to time outstanding; and (c) will not transfer
all or substantially all of its properties and assets to any other Person
(corporate or otherwise), or consolidate with or merge into any other Person or
permit any such person to consolidate with or merge into the Company, unless
such other Person shall expressly assume in writing and will be bound by all of
the terms of this Warrant.

     8.   FRACTIONAL SHARES.  No fractional shares or scrip representing
fractional shares of Common Stock shall be issued in connection with the
exercise of this Warrant, but the Company shall pay, in lieu of

                                       4

<PAGE>

any fractional share, a cash payment on the basis of the Fair Value Per Share 
of the Common Stock to be acquired pursuant to such exercise for such 
fractional share.

     9.   REGISTRATION RIGHTS.

          (a)  If at any time during the term of the Exercise Period of this
     Warrant the Company shall propose to file a registration statement pursuant
     to the Securities Act of 1933, as amended (the "Act"), for the purpose of
     registering shares of the Company's Common Stock to be sold for cash, not
     less than thirty (30) days prior to the proposed filing date of such
     registration statement the Company shall give notice in writing to Holder
     of its intent to file the proposed registration statement and the number of
     shares of Common Stock it intends to register.  Holder shall have the right
     to request in writing within twenty (20) days of the receipt thereby of
     such notice that the Company include in such registration any of the
     Warrant Securities that Holder may have acquired pursuant to exercise of
     this Warrant.  If the total amount of securities, including Warrant
     Securities, requested to be included in an offering by the holders of any
     class of outstanding securities of the Company exceeds the amount of
     securities that any managing underwriter or the Company reasonably and in
     writing determines to be compatible with the success of the offering, then
     the Company shall be required to include in the offering only that number
     of such securities, including Warrant Securities, which the managing
     underwriter or the Company reasonably determines will not jeopardize the
     success of the offering (the securities so included to be apportioned pro
     rata among the selling shareholders according to the total amount of
     securities entitled to be included therein owned by each selling
     shareholder or in such other proportions as shall mutually be agreed to by
     such selling shareholders).  Holder agrees that in the event that Holder's
     Warrant Securities are to be included in the registration statement, Holder
     will cooperate with the Company in the preparation and filing of any such
     registration statement.  All expenses, disbursements and fees, except fees
     of any counsel hired by Holder, incurred in connection with the
     registration by the Company of any shares of Warrant Securities for any
     such Person under this PARAGRAPH 9(a) shall be borne by the Company.

          (b)  In the event of the preparation and filing of a registration
     statement as provided in this PARAGRAPH 9, the Company's obligations to use
     its best efforts to effect the registration of shares for Holder shall
     include such qualification under applicable blue sky or other state
     securities laws as may be requested by Holder.

          (c)  In connection with any registration under the Act pursuant to
     this Agreement: (i) the Company will furnish Holder with a copy of the
     registration statement and all amendments thereto and will supply Holder
     with copies of any prospectus included therein (and, if necessary, with
     copies of a prospectus meeting the requirements of Section 10(a)(3) of the
     Act; PROVIDED, HOWEVER, that no such prospectus need be supplied more than
     nine (9) months after the effective date of such registration statement) in
     such quantities as may be necessary for the purposes of such proposed sale
     or distribution; and (ii) each Holder will be required to enter into an
     underwriting agreement, in usual and customary form, with the underwriters
     of such offering.  

          (d)  Nothing in this PARAGRAPH 9 shall be deemed to (i) require the
     Company to proceed with any registration of its securities after giving the
     notice herein provided; or (ii) provide Holder with any right to
     participate in the selection of the managing underwriter(s) for such
     offering.

     10.  RESTRICTIONS ON TRANSFER.  Holder represents and warrants that this
Warrant is being purchased for Holder's investment account without a view
towards the resale or distribution thereof in violation of applicable securities
laws.  It is understood that in case of subsequent sale of such Warrant

                                       5

<PAGE>

under certain circumstances, such sale might be deemed to constitute a public 
distribution within the meaning of, and require registration under, the 
provisions of the Act.

          (a)  Holder agrees that prior to making any disposition of this
     Warrant, Holder will give written notice to the Company describing briefly
     the manner of any such proposed disposition and will not make any such
     disposition until the Company has notified Holder in writing that the
     Company has consented to the disposition, AND (i) Holder has furnished the
     Company with an opinion of counsel satisfactory to the Company addressed to
     Holder and the Company to the effect that the proposed transfer, sale or
     assignment is exempt from registration under the Act and state securities
     laws, or (ii) a registration statement covering the Warrant Securities
     issuable under this Warrant has been filed by the Company and declared
     effective by the Commission.

          (b)  Holder acknowledges and agrees that unless the Warrant Securities
     are registered under the Act, such Warrant Securities shall be "restricted
     securities" for purposes of Rule 144 under the Act.  Holder shall, prior to
     any transfer or disposition or attempted transfer or disposition of such
     Warrant Securities give written notice to the Company of Holder's intention
     to effect such transfer or disposition and shall deliver to the Company an
     opinion of legal counsel (reasonably suitable to the Company) that the
     proposed transfer or disposition of the Warrant Securities may be effected
     without registration thereof under the Act and without taking any similar
     action under any other applicable securities laws, in which case Holder
     shall be entitled to transfer or dispose of the Warrant Securities in
     accordance with the terms of the notice delivered by such Holder to the
     Company.  Until such Warrant Securities are registered under the Act
     pursuant to Paragraph 9 hereof, each certificate evidencing the Warrant
     Securities so transferred or disposed of (and each certificate evidencing
     any untransferred Warrant Securities) shall bear the following restrictive
     legend unless in the opinion of Company counsel such legend is not
     required:

          "The shares represented by this certificate have not been
          registered under the Securities Act of 1933 (the "Act") or
          any state securities laws.  These shares may not be offered
          for sale, sold or otherwise transferred except pursuant to
          an effective registration statement under the Act or
          pursuant to an exemption from such registration."

          (c)  Until this Warrant is transferred on the books of the Company,
     the Company may treat the registered holder thereof as the absolute owner
     thereof for all purposes, notwithstanding any notice to the contrary.

          (d)  In connection with any registration of shares of stock, pursuant
     to this PARAGRAPH 10, Holder shall furnish the Company with such
     information concerning it and the proposed sale or distribution as shall,
     in the opinion of counsel for the Company, be required for use in the
     preparation of a registration statement.

     11.  INDEMNIFICATION.

          (a) If Holder shall acquire Warrant Securities (in such event, being
     hereinafter referred to as the "Distributing Holder"), the Company will
     indemnify and hold harmless the Distributing Holder and each Person, if
     any, who controls the Distributing Holder within the meaning of the Act
     against any losses, claims, damages, liabilities or actions, joint or
     several (including all costs of defense and investigation and all
     attorneys' fees), to which the Distributing Holder or such controlling
     Person may become subject, under the Act or otherwise, insofar as such
     losses, claims, damages, liabilities or actions (i) arise out of or are
     based upon any untrue statement or alleged untrue statement of any material
     fact contained, on the effective date thereof, in any registration

                                       6

<PAGE>

     statement referred to in PARAGRAPH 9 hereof and under which such shares of
     stock were registered under the Act, and in any preliminary prospectus or
     final prospectus contained therein, or in any amendment or supplement
     thereto, or (ii) arise out of or are based upon the omission or alleged
     omission to state in any such document a material fact required to be
     stated therein or necessary to make the statements in any such document not
     misleading; and will reimburse the Distributing Holder and each such
     controlling Person for any legal or other expenses reasonably incurred by
     the Distributing Holder or such controlling Person in connection with
     investigating or defending any such loss, claim, damage, liability or
     action; PROVIDED, HOWEVER, that the Company will not be liable in any such
     case to the extent that any such loss, claim, damage, liability or action
     arises out of or is based upon an untrue statement or omission made in said
     registration statement, preliminary prospectus, final prospectus or
     amendment or supplement to any of the foregoing in reliance upon and in
     conformity with written information furnished by the Distributing Holder
     and/or controlling Person for use in the preparation thereof.

          (b)  The Distributing Holder will indemnify and hold harmless the
     Company, each of its directors, each of its officers who signed said
     registration statement and each Person, if any, who controls the Company
     within the meaning of the Act, against any losses, claims, damages,
     liabilities or actions (including all costs of defense and investigation
     and all attorneys' fees), to which the Company or any such director,
     officer or controlling Person may become subject, under the Act or
     otherwise, insofar as such losses, claims, damages, liabilities or actions
     (i) arise out of or are based upon any untrue or alleged untrue statement
     of any material fact contained, on the effective date thereof, in any
     registration statement referred to in PARAGRAPH 9 hereof and under which
     such shares of stock were registered under the Act, and in any preliminary
     prospectus or final prospectus contained therein, or in any amendment or
     supplement thereto, or (ii) arise out of or are based upon the omission or
     the alleged omission to state therein a material fact required to be stated
     therein or necessary to make the statements therein not misleading; and
     will reimburse the Company or any such director, officer or controlling
     Person for any legal or other expenses reasonably incurred thereby in
     connection with investigating or defending any such loss, claim, damage,
     liability or action, in each case to the extent, but only to the extent,
     that such untrue statement or alleged untrue statement or omission or
     alleged omission was made in said registration statement, preliminary
     prospectus, final prospectus or amendment or supplement to any of the
     foregoing in reliance upon and in conformity with written information
     furnished by the Distributing Holder and/or controlling Person for use in
     the preparation thereof.

          (c)  Promptly after receipt by an indemnified party under this
     PARAGRAPH 11 of notice of the commencement of any action, such indemnified
     party will, if a claim in respect thereof is to be made against any
     indemnifying party under this PARAGRAPH 11, notify the indemnifying party
     of the commencement thereof, but the failure so to notify the indemnifying
     party will not relieve it from any liability which it may have to any
     indemnified party otherwise than under this PARAGRAPH 11.

          (d)  In case any such action is brought against any indemnified party
     and it notifies an indemnifying party of the commencement thereof, the
     indemnifying party will be entitled to participate in, and to the extent
     that it may wish, jointly with any other indemnifying party similarly
     notified, to assume the defense thereof, with counsel satisfactory to such
     indemnified party; and after notice from the indemnifying party to the
     indemnified party that it will assume the defense thereof, with counsel
     satisfactory to the indemnified party, the indemnifying party will not be
     liable to such indemnified party under this PARAGRAPH 11 for any legal or
     other expenses subsequently incurred by such indemnified party in
     connection with the defense thereof.  The indemnified party shall have the
     right to employ separate counsel in any such action and to participate in
     the defense thereof, but the fees and expenses of such counsel shall not be
     at the expense of the indemnifying party if the indemnifying party has
     assumed the defense of the action with counsel reasonably

                                       7

<PAGE>

     satisfactory to the indemnified party; PROVIDED, HOWEVER, that the fees 
     and expenses of the indemnified party's counsel shall be at the expense 
     of the indemnifying party if (i) the employment of such counsel has been 
     specifically authorized in writing by the indemnifying party or (ii) the 
     named parties to such action (including any impleaded parties) include 
     both the indemnified party and the indemnifying party and such 
     indemnified party shall have been advised by counsel that there may be 
     one or more legal defenses available to such indemnified party that are 
     not available to the indemnifying party (in which case the indemnifying 
     party shall not have the right to assume the defense of such action on 
     behalf of such indemnified party, it being understood, however, that 
     the indemnifying party shall not, in connection with any one such action 
     or separate but substantially similar or related actions in the same 
     jurisdiction arising out of the same general allegations or 
     circumstances, be liable for the reasonable fees and expenses of more 
     than one separate firm of attorneys for the indemnified party, which firm 
     shall be designated in writing by the indemnified party). The 
     indemnifying party shall not be liable for any settlement of any such
     action or proceeding effected without its written consent, but if settled
     with its written consent, or if there be a final judgment for the plaintiff
     in any such action or proceeding, the indemnifying party agrees to
     indemnify and hold harmless the indemnified party from and against any loss
     or liability by reason of such settlement or judgment.

     12.  RESERVATION OF STOCK ISSUABLE UPON EXERCISE.  The Company will at all
times reserve and keep available, solely for issuance and delivery upon the
exercise of this Warrant, such number of its shares of Common Stock or other
securities as shall from time to time be sufficient to effect the exercise of
this Warrant.  If at any time the number of authorized but unissued shares of
Common Stock or other securities shall not be sufficient for such purposes, the
Company will take such corporate actions as may, in the opinion of its counsel,
be necessary to increase the Company's authorized but unissued shares of Common
Stock or other securities to such number of shares as shall be sufficient for
such purpose.

     13.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company represents
and warrants to Holder that (a) it has all requisite corporate power and
authority, and has taken all necessary corporate action, to issue and deliver
this Warrant, to authorize and reserve for issuance and, upon payment from time
to time of the Exercise Price, to issue and deliver the Warrant Securities
issuable upon the exercise of this Warrant; (b) the Warrant Securities to be
delivered upon exercise of this Warrant, when payment is made therefor in
accordance with the terms of this Warrant, will be validly issued, fully paid
and nonassessable; (c) the holder of this Warrant shall receive good and
marketable title to the Warrant Securities, free and clear of all voting and
other trust arrangements, liens, encumbrances, equities and claims whatsoever
not created by Holder, and it shall have paid all taxes, if any, in respect to
the issuance thereof; and (d) the execution and delivery of this Warrant and the
consummation of the transactions herein contemplated will not result in a breach
or violation of, or constitute a default or an event permitting acceleration
under, any statute, its Articles of Incorporation or bylaws, or any mortgage,
lease, indenture or any other agreement, instrument, decree, order, judgment,
rule or regulation to which it is subject or a party.

     14.  REPLACEMENT OF WARRANT.  Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction, upon
delivery of an indemnity agreement reasonably satisfactory in form and amount to
the Company or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, the Company will execute and deliver at its
expense, in lieu thereof, a new warrant of like tenor to Holder.

     15.  SPECIFIC PERFORMANCE.  The Company stipulates that the remedies at law
available to the holder of this Warrant in the event of any default or
threatened default by it in the performance of or compliance with any of the
terms of the Agreement are not and will not be adequate, and that such terms may
be specifically enforced by a decree for the specific performance of any
agreement contained herein or by an injunction against a violation of any of the
terms hereof or otherwise.

                                       8

<PAGE>

     16.  APPLICABLE LAW.  THIS WARRANT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO
PRINCIPLES OF CHOICE OF LAWS OF SUCH STATE.

     17.  ENTIRE AGREEMENT.  This Warrant constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes any
and all prior agreements and understandings relating to the subject matter
hereof.  This Warrant and any of the terms hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought.

     18.  SUCCESSORS AND ASSIGNS.  This Warrant shall be binding upon and inure
to the benefit of the Company and Holder and their respective successors and
permitted assigns; provided, however, nothing herein shall be construed to
permit assignment of the Warrant except in accordance with the provisions
herein.

     19.  SEVERABILITY.  Every provision of this Warrant is intended to be
severable.  If any term or provision hereof (or portion thereof) is determined
to be illegal or unenforceable for any reason whatsoever, such illegality or
unenforceability shall not affect any other term or provision (or portion
thereof) of this Warrant.

     20.  NOTICES.  All notices and other communications from the Company to the
holder of this Warrant shall be mailed by first class registered or certified
mail, postage prepaid, at the following address or at such other address as may
have been furnished to the Company in writing by such holder, or, until an
address is so furnished, to the address of the last holder of such Warrant who
has so furnished an address to the Company:

     If to the Company:

     Waste Recovery, Inc.
     309 South Pearl Expressway
     Dallas, Texas 75201

     If to Holder:


     ----------------------------------
     ----------------------------------
     ----------------------------------

                                       9

<PAGE>

     IN WITNESS WHEREOF, this Warrant has been executed on behalf of WASTE
RECOVERY, INC. by its duly authorized officers as of the date first above
written.



                         WASTE RECOVERY, INC.


                         By:
                            --------------------------------------------------
                              Thomas L. Earnshaw, President


     The terms and provisions of the Warrant are accepted and agreed to this ___
day of November, 1996.



                         -----------------------------------------------------
                         

                                       10

<PAGE>

                                  EXHIBIT "I"

                              NOTICE OF EXERCISE
                   (To be executed by Holder to exercise the
                          Warrant in whole or in part)



Waste Recovery, Inc.
309 South Pearl Expressway
Dallas, Texas 75201

     Re:  Warrant to Purchase Common Stock dated November ___, 1996 by and
          between Waste Recovery, Inc. and ____________________ (the "Warrant")

Dear Sir or Madam:

     The undersigned holder irrevocably elects to exercise the Warrant to
purchase _________ shares of Common Stock of Waste Recovery, Inc. (the
"Company") subject to the Warrant, and hereby makes payment of the amount of 
$__________ in the manner described below, representing the Exercise Price per
share of Common Stock multiplied by the number of shares of Common Stock to be
purchased pursuant to this exercise.



                              By:
                                 ---------------------------------------------

$__________ cash
$__________ certified or bank cashier's check
$__________ wire transfer
$__________ shares of Common Stock of the Company


     The undersigned requests that certificates for such shares of Common Stock
be issued as follows:

          Name:
               ------------------------------
          Address:
                  ---------------------------
                  ---------------------------

and if the exercise shall not be for all of the shares of Common Stock evidenced
by the Warrant, that a new warrant for the balance of the shares and upon the
same terms and conditions be registered in the name of, and delivered to, the
undersigned at Holder's address as set forth below:


                                                   ----------------------------
                                                   ----------------------------

                                      By:
                                         --------------------------------------
                                      Date:
                                           ------------------------------------