<PAGE>
                                    EXHIBIT 10.43
                                          
                                          
                                TERM PROMISSORY NOTE
                                  (FLOATING RATE)
                                   (this "Note")



NAME(S) AND ADDRESS(ES) OF BORROWER(S)
WASTE RECOVERY, INC.
309 S. PEARL EXPRESSWAY
DALLAS, TX 75201


U.S. $350,000.00                                    March 17, 1998 (THE "DATE")


ACCOUNT NUMBER/NOTE NUMBER     TRANSACTION CODE     PREPARED BY         OFFICER
4008-0080275719-009003         N                    Michelle Redmon     127400


     FOR VALUE RECEIVED, the "Borrower", (jointly and severally if more than
one), promises to pay to the order of CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
("BANK") on or before June 17, 1998, ("STATED MATURITY DATE") at its office at
712 MAIN, HOUSTON, TEXAS  77252-2558, or at such other location as Bank may
designate, in immediately available funds,
THREE HUNDRED FIFTY THOUSAND AND NO/100, UNITED STATES DOLLARS (U.S.
$350,000.00) or so much thereof as may be advanced.  Borrower will also pay
interest on the unpaid principal balance outstanding from time to time at a rate
per annum equal to the lesser of (i) the sum of the Prime Rate (as hereinafter
defined) from time to time in effect plus TWO percent (2.000%), (the "STATED
RATE") or (ii) the maximum nonusurious rate of interest from time to time
permitted by applicable law, (the "HIGHEST LAWFUL RATE").  If the Stated Rate at
any time exceeds the Highest Lawful Rate, the actual rate of interest to accrue
on the unpaid principal amount of this Note will be limited to the Highest
Lawful Rate, but any subsequent reductions in the Stated Rate due to reductions
in the Prime Rate will not reduce the interest rate payable upon the unpaid
principal amount of this Note below the Highest Lawful Rate until the total
amount of interest accrued on this Note equals the amount of interest which
would have accrued if the Stated Rate had at all times been in effect.

     "PRIME RATE" means the rate determined from time to time by Bank as its
prime rate.  The Prime Rate will change automatically from time to time without
notice to Borrower or any other person.  THE PRIME RATE IS A REFERENCE RATE AND
MAY NOT BE BANK'S LOWEST RATE.

     If Texas law determines the Highest Lawful Rate, Bank has elected the
"indicated" (weekly) ceiling as defined in the Texas Credit Code or any
successor statute.

                                  PAYMENT SCHEDULE

This Note shall be due and payable as follows (check applicable boxes):
/ /  (SINGLE PAYMENT) All ACCRUED AND UNPAID INTEREST and PRINCIPAL is finally
     due and payable on the Stated Maturity Date.
/x/  ACCRUED AND UNPAID INTEREST is due
     /x/  monthly, beginning on APRIL 17, 1998  and continuing on the  17TH day 
          of each month thereafter.
     / /  quarterly, beginning on ____________ and continuing on the _______ day
          of each third month thereafter.
     / /  semiannually, beginning on ______________ and continuing on the ______
          day of each sixth month thereafter.
     / /  annually, beginning on ______________ and continuing on the _______ 
          day of each calendar year thereafter.

/ /  PRINCIPAL PAYMENTS in the amount of $___________________  each are due
     / /  monthly, beginning on ______________ and continuing on the _________ 
          day of each month thereafter.
     / /  quarterly, beginning on _____________ and continuing on the ________ 
          day of each third month thereafter.
     / /  semiannually, beginning on  _____________ and continuing on the  
          ________ day of each sixth month thereafter.
     / /  annually, beginning on  ____________ and continuing on the ________ 
          day of each calendar year thereafter.

/ /  FIXED PAYMENTS (PRINCIPAL AND INTEREST INCLUDED) in the amount of 
     $________________ each are due
     / /  monthly, beginning on ____________ and continuing on the ________ day
          of each month thereafter.
     / /  quarterly, beginning on ____________ and continuing on the________ day
          of each third month thereafter.
     / /  semiannually, beginning on ______________ and continuing on the 
          ________ day of each sixth month thereafter.
     / /  annually, beginning on  __________ and continuing on the ________ day
          of each calendar year thereafter.


<PAGE>

All remaining unpaid principal and accrued and unpaid interest is finally due
and payable at the Stated Maturity Date.
All payments may, at Bank's sole option, be applied to accrued interest, to
principal, or to both.

     Interest will be computed on the basis of the actual number of days 
elapsed and a year comprised of: / / 365 (or 366 as the case may be) days /x/
360 days, unless such calculation would result in a usurious interest rate, 
in which case such interest will be calculated on the basis of a 365 or 366 
day year, as the case may be.

     All past-due principal and, to the extent permitted by applicable law, 
interest on this Note will, at Bank's option, bear interest at the Highest 
Lawful Rate, or if applicable law does not provide for a maximum nonusurious 
rate of interest, at a rate per annum equal to 18%.

     In addition to all principal and accrued interest on this Note, Borrower 
agrees to pay: (a) all reasonable costs and expenses incurred by Bank and all 
owners and holders of this Note in collecting this Note through probate, 
reorganization, bankruptcy or any other proceeding; and (b) reasonable 
attorney's fees if and when this Note is placed in the hands of an attorney 
for collection.

     Borrower and Bank intend to conform strictly to applicable usury laws. 
Therefore, the total amount of interest (as defined under applicable law) 
contracted for, charged or collected under this Note will never exceed the 
Highest Lawful Rate.  If the Bank contracts for, charges or receives any 
excess interest, it will be deemed a mistake.  Bank will automatically reform 
the contract or charge to conform to applicable law, and if excess interest 
has been received, Bank will either refund the excess to Borrower or credit 
the excess on the unpaid principal amount of this Note.  All amounts 
constituting interest will be spread throughout the full term of this Note in 
determining whether interest exceeds lawful amounts.

     The unpaid principal balance of this Note at any time will be the total 
amounts advanced by Bank, less the amount of all payments or prepayments of 
principal.  Absent manifest error, the records of Bank will be conclusive as 
to amounts owed.

     "LOAN DOCUMENT" means this Note and any document or instrument 
evidencing, securing, guaranteeing or given in connection with this Note.  
"OBLIGATIONS" means all principal, interest and other amounts which are or 
become owing under this Note or any other Loan Document.  "OBLIGOR" means 
Borrower and any guarantor, surety, co-signer, general partner or other 
person who may now or hereafter be obligated to pay all or any part of the 
Obligations.  Where appropriate the neuter gender includes the feminine and 
the masculine and the singular number includes the plural number.

     Each of the following events or conditions is an "EVENT OF DEFAULT:" (1) 
any Obligor fails to pay any of the Obligations when due; (2) any warranty, 
representation or statement now or hereafter contained in or made in 
connection with any Loan Document was false or misleading in any respect when 
made; (3) any Obligor violates any covenant, condition or agreement contained 
in any Loan Document; (4) any Obligor fails or refuses to submit financial 
information requested by Bank or to permit Bank to inspect its books and 
records on request; (5) any event of default occurs under any other Loan 
Document; (6) any individual Obligor dies, or any Obligor that is an entity 
dissolves; (7) a receiver, conservator or similar official is appointed for 
any Obligor or any Obligor's assets; (8) any petition is filed by or against 
any Obligor under any bankruptcy, insolvency or similar law; (9) any Obligor 
makes an assignment for the benefit of creditors; (10) a final judgment is 
entered against any Obligor and remains unsatisfied for 30 days after entry, 
or any property of any Obligor is attached, garnished or otherwise made 
subject to legal process; (11) any material adverse change occurs in the 
business, assets, affairs or financial condition of any Obligor; and (12) 
Borrower is in default of any other obligation to or any other agreement with 
Bank.

     If any Event of Default occurs, then Bank may do any or all of the 
following: (i) declare the Obligations to be immediately due and payable, 
without notice of acceleration or of intention to accelerate, presentment and 
demand or protest or notice of any kind, all of which are hereby expressly 
waived; (ii) set off, in any order, against the Obligations any debt owing by 
Bank to any Obligor, including, but not limited to, any deposit account, 
which right is hereby granted by each Obligor to Bank; and (iii) exercise any 
and all other rights under any Loan Document, at law, in equity or otherwise.

     No waiver of any default is a waiver of any other default.  Bank's delay 
in exercising any right or power under any Loan Document is not a waiver of 
such right or power.

     Each and all Obligors severally waive notice, demand, presentment for 
payment, notice of nonpayment, notice of intent to accelerate, notice of 
acceleration, protest, notice of protest, and the filing of suit and 
diligence in collecting this Note and all other demands and notices, and 
consent and agree that their liabilities and obligations shall not be 
released or discharged by any or all of the following, whether with or 
without notice to them or any of them, and whether before or after the stated 
maturity hereof; (i) extensions of the time of payment; (ii) renewals; (iii) 
acceptances of partial payments; (iv) releases or substitutions of any 
collateral or any Obligor; and (v) failure, if any, to perfect or maintain 
perfection of any security interest in any collateral.  Each Obligor agrees 
that acceptance of any partial payment shall not constitute a waiver and that 
waiver of any default shall not constitute waiver of any prior or subsequent 
default.

     Borrower warrants and represents to Bank that: all advances evidenced by 
this Note are and will be for business, commercial, investment or other 
similar purpose and not primarily for personal, family, or household use as 
such terms are used in Chapter One of the Texas Credit Code.  Borrower 
represents and warrants that each of the following statements is true unless 
the box preceding that statement is checked and initialed by Borrower and 
Bank: (i) / / ____________________  ____________________  No advances will be 
used primarily for agricultural purposes as such term is used in the Texas 
Credit Code.  (ii) / / ____________________  ____________________  No 
advances will be used for the purpose of purchasing or carrying any margin 
stock as that term is defined in Regulation U of the Board 

<PAGE>

of Governors of the Federal Reserve System (the "Board"). Notwithstanding 
anything contained herein or in any other Loan Document, if this is a 
consumer credit obligation (as defined or described in 12 C.F.R. 227, 
Regulation AA, promulgated by the Board), the security for this Credit 
obligation shall not extend to any non-possessory security interest in 
household goods (as defined in Regulation AA) other than a purchase money 
security interest, and no waiver of any notice contained herein or therein 
shall be construed under any circumstances to extend to any waiver of notice 
prohibited by Regulation AA.

     This Note is governed by Texas law.  If any provision of this Note is
illegal or unenforceable, that illegality or unenforceability will not affect
the remaining provisions of this Note.  BORROWER(S) AND BANK AGREE THAT THIS
NOTE WILL BE PERFORMED IN THE COUNTY IN WHICH BANK'S PRINCIPAL OFFICE IS LOCATED
IN TEXAS, AND THAT SUCH COUNTY IS PROPER VENUE FOR ANY ACTION OR PROCEEDING
BROUGHT BY BORROWER(S) OR BANK, WHETHER IN CONTRACT, TORT, OR OTHERWISE.  ANY
ACTION OR PROCEEDING AGAINST BORROWER(S) MAY BE BROUGHT IN ANY STATE OR FEDERAL
COURT IN SUCH COUNTY TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW.  TO THE
EXTENT PERMITTED BY APPLICABLE LAW BORROWER(S) HEREBY IRREVOCABLY (A) SUBMITS TO
THE NONEXCLUSIVE JURISDICTION OF SUCH COURTS, AND (B) WAIVES ANY OBJECTION IT
MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT OR THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. 
BORROWER(S) AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR
REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED ABOVE.  BANK
MAY SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW AND MAY BRING ANY ACTION
OR PROCEEDING AGAINST BORROWER(S) OR WITH RESPECT TO ANY OF ITS PROPERTY IN
COURTS IN OTHER PROPER JURISDICTIONS OR VENUES.

     For purposes of this Note, any assignee or subsequent holder of this 
Note will be considered the "Bank," and each successor to Borrower will he 
considered the "Borrower."

     Each Borrower and cosigner represents and warrants to Bank that if it is 
not a natural person, it is duly organized and validly existing and in good 
standing under the laws of the state of its incorporation or organization; 
has full power to own its properties and to carry on its business as now 
Conducted; is duly qualified to do business and is in good standing in each 
jurisdiction in which the nature of the business conducted by it makes such 
qualification desirable; and has not commenced any dissolution proceedings.  
Each Borrower and cosigner that is subject to the Texas Revised Partnership 
Act ("TRPA") agrees that Bank is not required to comply with Section 3.05(d) 
of the TRPA and agrees that Bank may proceed directly against one or more 
partners or their property without first seeking satisfaction from 
partnership property.  Each Borrower and cosigner represents and warrants 
that if it conducts business under an assumed business or professional name 
it has properly filed Assumed Name Certificate(s) in the office(s) required 
by Chapter 36 of the Texas Business and Commerce Code. Each of the persons 
signing below as Borrower or cosigner represents and warrants that he/she has 
full requisite power and authority to execute and deliver this Note to Bank 
on behalf of the party for whom he/she signs and to bind such party to the 
terms and conditions of this Note and that this Note is enforceable against 
such party.

     NO COURSE OF DEALING BETWEEN BORROWER AND BANK, NO COURSE OF PERFORMANCE,
NO TRADE PRACTICES, AND NO EXTRINSIC EVIDENCE OF ANY NATURE MAY BE USED TO
CONTRADICT OR MODIFY ANY TERM OF THIS NOTE OR ANY OTHER LOAN DOCUMENT.
     THIS NOTE AND THE OTHER WRITTEN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

IN WITNESS WHEREOF, Borrower has executed this Note effective as of MARCH 17, 
1998,

Signature(s) of BORROWER(S):

WASTE RECOVERY, INC.


BY: /s/DAVID G. GREENSTEIN                             TITLE:    PRESIDENT      


(Bank's signature is provided as its acknowledgment of the above as the final
written agreement between the parties and as its agreement with each Borrower
subject to TRPA that Bank is not required to comply with section 3.05(d) of
TRPA.)


BANK:  CHASE BANK OF TEXAS, NATIONAL ASSOCIATION       

By: ____________________________________________________

Title: _________________________________________________


<PAGE>

                     SECURITY AGREEMENT - ACCOUNTS AND GENERAL INTANGIBLES
                                     (this "Agreement")



WASTE RECOVERY, INC.
309 S. PEARL EXPRESSWAY, DALLAS, DALLAS COUNTY, TX  75201 ("Debtor"),
and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
712 MAIN, HOUSTON, TEXAS 77252-2558, ("Secured Party"), agree as follows:

SECTION 1.  DEFINITIONS.  (a) "Collateral" means all Accounts and all 
Proceeds, together with all books and records of Debtor, whether in paper or 
electronic form, relating to the Collateral.  "Accounts" means all accounts, 
general intangibles, instruments, negotiable documents, chattel paper, 
deposit accounts and intellectual property.  If, but only if, this box / / is 
checked by Secured Party, the Accounts are limited to those Accounts 
described on the schedule or schedules attached to this Agreement.  (b) 
"Obligations" means all debts, obligations and liabilities of every kind and 
character, whether joint or several, contingent or otherwise, of Debtor now 
or hereafter existing in favor of Secured Party, including without limitation 
all liabilities arising under or from any note, open account, overdraft, 
letter of credit application, endorsement, surety agreement, guaranty, 
interest rate swap or other derivative product, acceptance, foreign exchange 
contract or depository service contract, whether payable to Secured Party or 
to a third party and subsequently acquired by secured Party.  Debtor and 
Secured Patty specifically contemplate that Debtor may hereafter become 
further indebted to Secured Party.  (c) "Past Due Rate" means the highest 
nonusurious rate of interest that Secured Party may contract for, charge or 
receive under applicable law, or 18% if applicable law does not specify such 
a rate.  (d) "Proceeds" means the rights and interests of Debtor in goods, 
the Sale and delivery of which give rise to any Account, including all 
returned or repossessed goods, and all products and proceeds in cash or 
otherwise, of all Collateral.  (e) "Security Interest" means the Security 
Interest created by this Agreement.  (f) "UCC" means the Texas Uniform 
Commercial Code, as amended from time to time.  All terms defined in the UCC 
are used in this Agreement as defined in the UCC unless otherwise defined in 
this Agreement.

SECTION 2.  CREATION OF SECURITY INTEREST.  To secure the payment and 
performance of the obligations, Debtor grants to Secured Party a security 
interest in and assigns to Secured Party all Collateral which Debtor owns or 
later acquires.

SECTION 3.  DEBTOR'S REPRESENTATIONS.  (a) Debtor is the sole lawful owner of 
the collateral, free and clear of all encumbrances, and has the right and 
power to transfer the Collateral to Secured Party.  No financing statement 
covering the Collateral other than in favor of Secured Party, is on file in 
any public office.  (b) This Agreement constitutes the legal valid and 
binding obligation of Debtor, enforceable in accordance with its terms.  (c) 
The Collateral and the Debtor's use thereof comply with all applicable laws, 
rules and regulations, and Debtor has obtained any consents necessary to 
execute, deliver and perform its obligations under this Agreement.  (d) The 
address set forth above is Debtor's place of business, if Debtor has only one 
place of business, Debtor's chief executive office, if Debtor has more than 
one place of business, or Debtor's residence, if Debtor has no place of 
business.

SECTION 4.  DEBTOR'S AGREEMENTS.  (a) Debtor will warrant and defend its 
title to and Secured Party's interest in the Collateral against any adverse 
claimant. Debtor will promptly take all reasonable and appropriate steps to 
collect the Collateral.  Debtor will not agree to a material modification of 
the terms of any Account without the written consent of Secured Party.  (b) 
Notwithstanding the security interest in Proceeds granted herein, Debtor will 
not sell, transfer, assign or otherwise dispose of any interest in the 
Collateral, except as authorized in this Agreement or in writing by Secured 
Party, and Debtor will keep the Collateral (including proceeds) free from 
unpaid charges, including taxes and assessments, and from all encumbrances 
other than those in favor of Secured Party.  (c) Secured Party may require 
that Debtor (i) deposit all payments on the Accounts in a special bank 
account over which Secured Party alone has power of withdrawal, and (ii) 
direct each account debtor to send remittances to an address designated by 
Secured Party.  Secured Party may hold the funds in the account as security, 
or apply the funds to pay the Obligations. (d) Debtor will furnish Secured 
Party all information Secured Party may request with respect to the 
Collateral.  Debtor will notify Secured Party promptly of any event that 
could have a material adverse effect on the aggregate value of the Collateral 
or on the Security Interest, or any change in Debtor's location name, 
identity or organizational structure.  (e) Debtor will keep accurate books 
and records regarding the Collateral and will allow Secured Party to inspect 
and make copies (including electronic copies) of its books and records during 
regular business hours.  Secured Party may make test verifications of the 
Collateral.

SECTION 5.  FURTHER ASSURANCES.  Secured Party may file this Agreement or any 
financing statements wherever Secured Party believes necessary to perfect the 
Security Interest.  A photographic or other reproduction of this Agreement or 
any financing statement relating to this Agreement will be sufficient as a 
financing statement.  Debtor authorizes Secured Party and irrevocably 
appoints Secured Party as Debtor's attorney-in-fact to file any financing 
statement (including any amendments) relating to this Agreement 
electronically, and Secured Party's transmission of Debtor's name as part of 
any filing relating to this Agreement will constitute Debtor's signature on 
the financing statement. Debtor will take such action as Secured Party may at 
any time require to protect, assure or enforce the Security Interest.  Debtor 
will promptly deliver to Secured Party any part of the Collateral that 
constitutes instruments, and will make a designation on all of its chattel 
paper, instruments and negotiable documents to reflect the Security interest.


<PAGE>

SECTION 6.  COSTS AND EXPENSES.  Debtor will pay, or reimburse Secured Party 
for, all costs and expenses of every character incurred from time to time in 
connection with this Agreement (including all modifications and renewals) and 
the Obligations, including costs and expenses incurred (a) for mortgage or 
recording taxes, (b) to satisfy any obligation of Debtor under this Agreement 
or to protect the Collateral, (c) in connection with the evaluation, 
monitoring or administration of the Obligations of the Collateral (whether or 
not an Event of Default has occurred), and (d) in connection with the 
exercise of Secured Party's rights and remedies.  Costs and expenses include 
reasonable fees and expenses of outside counsel and other outside 
professionals and charges imposed for the services of attorneys and other 
professionals employed by Secured Party or its affiliates.  Any amount owing 
under this Section will be due and payable on demand and will bear interest 
from the date of expenditure by Secured Party until paid at the Past Due 
Rate.  If any part of the Obligations is governed by Chapter 3, 4, 5 or 15 of 
the Texas Credit Code, this Section is limited to the extent required by 
these chapters.

SECTION 7.  DEFAULT.  Each of the following events or conditions is an "Event 
of Default:" (a) Debtor fails to pay when due (or within any contractually 
agreed grace period) any of the Obligations; (b) any event occurs that gives 
Secured Party the immediate right to declare any of the obligations due and 
payable in full prior to final maturity; (c) any warranty, representation or 
statement contained in this Agreement or made in connection with this 
Agreement or any of the obligations was false or misleading in any respect 
when made; (d) Debtor violates any covenant, condition or agreement contained 
in this Agreement or any other document relating to the obligations; (e) any 
Collateral is lost, stolen, substantially damaged, destroyed, abandoned, 
levied upon, seized or attached; or (f) Debtor conceals or removes any part 
of the Collateral with intent to hinder, delay of defraud the Secured Party.  
After an Event of Default occurs, Secured Party may, without notice to any 
person, declare the Obligations to be immediately due and payable.  Debtor 
WAIVES demand, presentment and all notices, including without limitation 
notice of dishonor and default, notice of intent to accelerate and notice of 
acceleration.

SECTION 8.  SECURED PARTY'S RIGHTS AND REMEDIES.  After an Event of Default 
occurs, Secured Party will have all rights and remedies of a secured party 
after default under the UCC and other applicable law.  Secured Party may, 
without waving any default, do anything Debtor is required to do by this 
Agreement and fails to do.  Secured Party may require Debtor to assemble the 
Collateral and make it available at a reasonably convenient place Secured 
Party designates. Except for the safe custody of any Collateral in its 
possession and accounting for moneys actually received by it, Secured Party 
will have no duty as to any Collateral, including any duty to preserve rights 
against prior parties.  Debtor irrevocably appoints Secured Party Debtor's 
attorney-in-fact to endorse any checks or other instruments included in the 
Collateral, or to take any Other action to enforce collect or compromise the 
Collateral.  Secured Party is not required to take possession of any 
Collateral prior to any sale, nor to have any Collateral present at any sale. 
 Secured Party may sell part of the Collateral without waiving its right to 
proceed against the remaining Collateral.  If any sale is not completed or is 
defective in the opinion of Secured Party, Secured Party may make a 
subsequent sale of the same Collateral.  Any bill of sale or other instrument 
evidencing any foreclosure sale will be prima facie evidence of factual 
matters stated or recited therein.  If a Sale of Collateral is conducted in 
conformity with customary practices of banks disposing of similar property, 
the sale will be deemed commercially reasonable, but Secured Party will have 
no obligation to advertise or to sell Collateral on credit.  Written notice 
to Debtor mailed 10 days prior to public or private sale is reasonable 
notice.  By exercising its rights, Secured Party will not become liable for, 
and Debtor will not be released from, any of Debtor's duties or obligations 
under the contracts and agreement included in the Collateral.  Secured Party 
may purchase Collateral at any public sale, and may credit the purchase price 
against the Obligations. All remedies in this Agreement are cumulative and 
any and all other legal, equitable or contractual remedies available to 
Secured Party.   Debtor WAIVES any rights to a marshaling of assets or sale 
in inverse order of alienation, and any rights to notice except as provided 
in the UCC.

SECTION 9.  ADDITIONAL AGREEMENTS.  (a) This Agreement will remain in effect 
until Secured Party executes and delivers to Debtor a written termination 
statement.  (b) No modification or waiver of the terms of this Agreement will 
be effective unless in writing and signed by Secured Party.  Secured Party 
may waive any default without waiving any other prior or subsequent default. 
Secured Party's failure to exercise or delay in exercising any right under 
this Agreement will not operate as a waiver of such right.  No single or 
partial exercise of any right under this Agreement will preclude any other or 
further exercise of that right or any other right.  (c) Any notice required 
or permitted under this Agreement will be given in writing by United States 
mail, by hand delivery or delivery service, or by telegraphic, telex, 
telecopy or cable communication, sent to the intended addressee at the 
address shown in this Agreement, or to such different address as the 
addressee designates by 10 days notice.  Notice by United States mail will be 
effective when mailed.  All other notices will be effective when received.  
Written confirmation of receipt will be conclusive.  (d) If any provision of 
this Agreement is unenforceable or invalid, that provision will not affect 
the enforceability or validity of any other provision.  If the application of 
any provision of this Agreement to any other person or circumstance is 
illegal or unenforceable, that application will not affect the legality or 
enforceability of the provision as to any other person or circumstance.  (e) 
If more than one person executes this Agreement as Debtor, their obligations 
under this Agreement are joint and several, and the term Collateral includes 
any property described in Section 1 that is owned by any Debtor individually 
or jointly with any other Debtor and the term "Obligations" includes both 
several and joint obligations of each Debtor.  (f) The section headings in 
this Agreement are for convenience only and shall not be considered in 
construing this Agreement.  (g) This Agreement may be executed in any number 
of counterparts and by different parties in separate counterparts, each of 
which will constitute one and the same agreement.  (h) This Agreement 
benefits the Secured Party and its successors and assigns and is binding on 
Debtor and its heirs, legal representatives, successors and assigns.  (i) If 
any of the Obligations are subject to Chapter 3, 4, 5 or 15 of the Texas 
Credit Code or Regulation AA of the Board of Governors of the Federal Reserve 
System (collectively, the "Consumer Restrictions"), (1) nothing in this 
Agreement waives any rights which cannot be legally waived under the Consumer 
Restrictions, and (2) the Collateral does not include any assignment of wages 
or any non-possessory, non-purchase money security interest in household 
goods. (j) This Agreement is governed by the laws of the State of 

<PAGE>

Texas.  (k) Secured Party is executing this Agreement for the purpose of 
acknowledging the following notice, and Secured Party's to execute this 
Agreement will not invalidate this Agreement.

EXECUTED EFFECTIVE AS OF March 17, 1998.

THIS WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.


DEBTOR(S):


WASTE RECOVERY, INC.


BY:  /s/ DAVID G. GREENSTEIN                            TITLE:    PRESIDENT




SECURED PARTY: CHASE BANK OF TEXAS, NATIONAL ASSOCIATION


BY: __________________________________________________________________________

TITLE:  ______________________________________________________________________


<PAGE>

               SECURITY AGREEMENT - ACCOUNTS AND GENERAL INTANGIBLES
                                (this "Agreement" )



U.S. TIRE RECYCLING
309 S. PEARL EXPRESSWAY, DALLAS, DALLAS COUNTY, TX  75201  ("Debtor"),
and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
712 MAIN, HOUSTON, TEXAS  77252-2558 , ("Secured Party"), agree as follows:

SECTION 1.  DEFINITIONS.  (a) "Collateral" means all Accounts and all 
Proceeds, together with all books and records of Debtor, whether in paper or 
electronic form, relating to the Collateral.  "Accounts" means all accounts, 
general intangibles, instruments, negotiable documents, chattel paper, 
deposit accounts and intellectual property.  If, but only if, this box / / is 
checked by Secured Party, the Accounts are limited to those Accounts 
described on the schedule or schedules attached to this Agreement.  (b) 
"Obligations" means all debts, obligations and liabilities of every kind and 
character, whether joint or several, contingent or otherwise, of Debtor now 
or hereafter existing in favor of Secured Party, including without limitation 
all liabilities arising under or from any note, open account, overdraft, 
letter of credit application, endorsement, surety agreement, guaranty, 
interest rate swap or other derivative product, acceptance, foreign exchange 
contract or depository service contract, whether payable to Secured Party or 
to a third party and subsequently acquired by Secured Party.  Debtor and 
Secured Party specifically contemplate that Debtor may hereafter become 
further indebted to Secured Party.  (c) "Past Due Rate" means the highest 
nonusurious rate of interest that Secured Party may contract for, charge or 
receive under applicable law, or 18% if applicable law does not specify such 
a rate.  (d) "Proceeds" means the rights and interests of Debtor in goods, 
the sale and delivery of which give rise to any Account, including all 
returned or repossessed goods, and all products and proceeds, in cash or 
otherwise, of all Collateral.  (e) "Security Interest' means the security 
interests created by this Agreement.  (f) "UCC" means the Texas Uniform 
Commercial Code, as amended from time to time.  All terms defined in the UCC 
are used in this Agreement as defined in the UCC unless otherwise defined in 
this Agreement.

SECTION 2.  CREATION OF SECURITY INTEREST.  To secure the payment and 
performance of the Obligations, Debtor grants to Secured Party a security 
interest in and assigns to Secured Party all Collateral which Debtor owns or 
later acquires.

SECTION 3.  DEBTOR'S REPRESENTATIONS.  (a) Debtor is the sole lawful owner of 
the Collateral, free and clear of all encumbrances, and has the right and 
power to transfer the Collateral to Secured Party.  No financing statement 
covering the Collateral, other than in favor of Secured Party, is on file in 
any public office.  (b) This Agreement constitutes the legal, valid and 
binding obligation of Debtor, enforceable in accordance with its terms.  (c) 
The Collateral and the Debtor's use thereof comply with all applicable laws, 
rules and regulations, and Debtor has obtained any consents necessary to 
execute, deliver and perform its obligations under this Agreement.  (d) The 
address set forth above is Debtor's place of business, if Debtor has only one 
place of business, Debtor's chief executive office, if Debtor has more than 
one place of business, or Debtor's residence, if Debtor has no place of 
business.

SECTION 4.  DEBTOR'S AGREEMENTS.  (a) Debtor will warrant and defend its 
title to and Secured Party's interest in the Collateral against any adverse 
claimant. Debtor will promptly take all reasonable and appropriate steps to 
collect the Collateral.  Debtor will not agree to a material modification of 
the terms of any Account without the written consent of Secured Party.  (b) 
Notwithstanding the security interest in Proceeds granted herein, Debtor will 
not sell, transfer, assign or otherwise dispose of any interest in the 
Collateral, except as authorized in this Agreement or in writing by Secured 
Party, and Debtor will keep the Collateral (including Proceeds) free from 
unpaid charges, including taxes and assessments, and from all encumbrances 
other than those in favor of Secured Party.  (c) Secured Party may require 
that Debtor (i) deposit all payments on the Accounts in a special bank 
account over which Secured Party alone has power of withdrawal, and (ii) 
direct each account debtor to send remittances to an address designated by 
Secured Party.  Secured Party may hold the funds in the account as security, 
or apply the funds to pay the Obligations. (d) Debtor will furnish Secured 
Party all information Secured Party may request with respect to the 
Collateral.  Debtor will notify Secured Party promptly of any event that 
could have a material adverse effect on the aggregate value of the Collateral 
or on the Security Interest, or any change in Debtor's location, name, 
identity or organizational structure.  (e) Debtor will keep accurate books 
and records regarding the Collateral and will allow Secured Party to inspect 
and make copies (including electronic copies) of its books and records during 
regular business hours.  Secured Party may make test verifications of the 
Collateral.

SECTION 5.  FURTHER ASSURANCES.  Secured Party may file this Agreement or any 
financing statements wherever Secured Party believes necessary to perfect the 
Security Interest.  A photographic or other reproduction of this Agreement or 
any financing statement relating to this Agreement will be sufficient as a 
financing statement.  Debtor authorizes Secured Party and irrevocably 
appoints Secured Party as Debtor's attorney-in-fact to file any financing 
statement (including any amendments) relating to this Agreement 
electronically, and Secured Party's transmission of Debtor's name as part of 
any filing relating to this Agreement will constitute Debtor's signature on 
the financing Statement. Debtor will take such action as Secured Party may at 
any time require to protect, assure or enforce the Security Interest.  Debtor 
will promptly deliver to Secured Party any part of the Collateral that 
constitutes instruments, and will make a designation on all of its chattel 
paper, instruments and negotiable documents to reflect the Security Interest.

<PAGE>


SECTION 6.  COSTS AND EXPENSES.  Debtor will pay, or reimburse Secured Party 
for, all costs and expenses of every character incurred from time to time in 
Connection with this Agreement (including all modifications and renewals) and 
the Obligations, including costs and expenses incurred (a) for mortgage or 
recording taxes, (b) to satisfy any obligation of Debtor under this Agreement 
or to protect the Collateral, (c) in connection with the evaluation, 
monitoring or administration of the Obligations or the Collateral (whether or 
not an Event of default has occurred), and (d) in connection with the 
exercise of Secured Party's rights and remedies.  Costs and expenses include 
reasonable fees and expenses of outside counsel and other outside 
professionals and charges imposed for the services of attorneys and other 
professionals employed by Secured Party or its affiliates.  Any amount owing 
under this Section will be due and payable on demand and will bear interest 
from the date of expenditure by Secured Party until paid at the Past Due 
Rate.  If any part of the Obligations is governed by Chapter 3, 4, 5 or 15 of 
the Texas Credit Code, this Section is limited to the extent required by 
these chapters.

SECTION 7.  DEFAULT.  Each of the following events or conditions is an "Event 
of Default:" (a) Debtor fails to pay when due (or within any contractually 
agreed grace period) any of the Obligations; (b) any event occurs that gives 
Secured Party the immediate right to declare any of the obligations due and 
payable in full prior to final maturity; (c) any warranty, representation or 
statement contained in this Agreement or made in connection with this 
Agreement or any of the Obligations was false or misleading in any respect 
when made; (d) Debtor violates any covenant, condition or agreement contained 
in this Agreement or any other document relating to the Obligations; (e) any 
Collateral is lost, stolen, substantially damaged, destroyed, abandoned, 
levied upon, seized or attached; or (f) Debtor conceals or removes any part 
of the Collateral with intent to hinder, delay or defraud the Secured Party.  
After an Event of Default occurs, Secured Party may, without notice to any 
person, declare the Obligations to be immediately due and payable.  Debtor 
WAIVES demand, presentment and all notices, including without limitation 
notice of dishonor and default, notice of intent to accelerate and notice of 
acceleration.

SECTION 8.  SECURED PARTY'S RIGHTS AND REMEDIES.  After an Event of Default 
occurs, Secured Party will have all rights and remedies of a secured party 
after default under the UCC and other applicable law.  Secured Party may, 
without waving any default, do anything Debtor is required to do by this 
Agreement and fails to do.  Secured Party may require Debtor to assemble the 
Collateral and make it available at a reasonably convenient place Secured 
Party designates. Except for the safe custody of any Collateral in its 
possession and accounting for moneys actually received by it, Secured Party 
will have no duty as to any Collateral, including any duty to preserve rights 
against prior parties.  Debtor irrevocably appoints Secured Party Debtor's 
attorney-in-fact to endorse any checks or other instruments included in the 
Collateral, or to take any other action to enforce, collect or compromise the 
Collateral.  Secured Party is not required to take possession of any 
Collateral prior to any sale, nor to have any Collateral present at any sale. 
 Secured Party may sell part of the Collateral without waiving its right to 
proceed against the remaining Collateral.  If any sale is not completed or is 
defective in the opinion of Secured Party, Secured Party may make a 
subsequent sale of the same Collateral.  Any bill of sale or other instrument 
evidencing any foreclosure sale will be prima facie evidence of factual 
matters stated or recited therein.  If a sale of Collateral is conducted in 
conformity with customary practices of banks disposing of similar property, 
the sale will be deemed commercially reasonable, but Secured Party will have 
no obligation to advertise or to sell Collateral on credit.  Written notice 
to Debtor mailed 10 days prior to public or private sale is reasonable 
notice.  By exercising its rights, Secured Party will not become liable for, 
and Debtor will not be released from, any of Debtor's duties or obligations 
under the contracts and agreement included in the Collateral.  Secured Party 
may purchase Collateral at any public sale, and may credit the purchase price 
against the Obligations. All remedies in this Agreement are cumulative of any 
and all other legal, equitable or contractual remedies available to Secured 
Party.  Debtor WAIVES any rights to a marshaling of assets or sale in inverse 
order of alienation, and any rights to notice except as provided in the UCC.

SECTION 9.  ADDITIONAL AGREEMENTS.  (a) This Agreement will remain in effect 
until Secured Party executes and delivers to Debtor a written termination 
statement.  (b) No modification or waiver of the terms of this Agreement will 
be effective unless in writing and signed by Secured Party.  Secured Party 
may waive any default without waiving any other prior or subsequent default. 
Secured Party's failure to exercise or delay in exercising any right under 
this Agreement will not operate as a waiver of such right.  No single or 
partial exercise of any right under this Agreement will preclude any other or 
further exercise of that right or any other right.  (c) Any notice required 
or permitted under this Agreement will be given in writing by United States 
mail, by hand delivery or delivery service, or by telegraphic, telex, 
telecopy or cable communication, sent to the intended addressee at the 
address shown in this Agreement, or to such different address as the 
addressee designates by 10 days notice.  Notice by United States mail will be 
effective when mailed.  All other notices will be effective when received.  
Written confirmation of receipt will be conclusive.  (d) If any provision of 
this Agreement is unenforceable or invalid, that provision will not affect 
the enforceability or validity of any other provision.  If the application of 
any provision of this Agreement to any other person or circumstance is 
illegal or unenforceable, that application will not affect the legality or 
enforceability of the provision as to any other person or circumstance.  (e) 
If more than one person executes this Agreement as Debtor, their obligations 
under this Agreement are joint and several, and the term Collateral includes 
any property described in Section 1 that is owned by any Debtor individually 
or jointly with any other Debtor and the term "Obligations" includes both 
several and joint obligations of each Debtor.  (f) The section headings in 
this Agreement are for convenience only and shall not be considered in 
construing this Agreement.  (g) This Agreement may be executed in any number 
of counterparts and by different parties in separate counterparts, each of 
which will constitute one and the same agreement.  (h) This Agreement 
benefits the Secured Party and its successors and assigns and is binding on 
Debtor and its heirs, legal representatives, successors and assigns.  (i) If 
any of the Obligations are subject to Chapter 3, 4, 5 or 15 of the Texas 
Credit Code or Regulation AA of the Board of Governors of the Federal Reserve 
System (collectively, the "Consumer Restrictions"), (1) nothing in this 
Agreement waives any rights which cannot be legally waived under the Consumer 
Restrictions, and (2) the Collateral does not include any assignment of wages 
or any non-possessory, non-purchase money security interest in household 
goods. (j) This Agreement is governed by the laws of the State of Texas.  (k) 
Secured Party is executing this Agreement for the purpose of acknowledging 
the following notice, and Secured Party's to execute this Agreement will not 
invalidate this Agreement.

<PAGE>

EXECUTED EFFECTIVE AS OF March 17, 1998,

THIS WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.


DEBTOR(S):


U.S. TIRE RECYCLING


BY:  /s/ DAVID G. GREENSTEIN                            TITLE:    PRESIDENT 




SECURED PARTY: CHASE BANK OF TEXAS, NATIONAL ASSOCIATION


BY: ________________________________________________________________________

TITLE: _____________________________________________________________________


<PAGE>


                                      ANNEX A
                                         TO
               SECURITY AGREEMENT - ACCOUNTS AND GENERAL INTANGIBLES
                                 (the "Agreement")


between U.S. TIRE RECYCLING ("Debtor") and


CHASE BANK OF TEXAS, NATIONAL ASSOCIATION ("Secured Party")
dated March 17, 1998


THIS ANNEX A is attached to and made a part of the Agreement.



1.   "Obligations" for purposes of the Agreement means all debts, obligations
     and liabilities of every kind and character of Debtor or of WASTE RECOVERY,
     INC.

     (whether one or more, "Borrower"), whether joint or several, contingent or
     otherwise, now or hereafter existing in favor of Secured Party, including
     without limitation all liabilities arising under or from any note, open
     account, overdraft, letter of credit application, endorsement, surety
     agreement, guaranty, interest rate swap or other derivative product,
     acceptance, foreign exchange contract or depository service contract,
     whether payable to Secured Party or to a third party and subsequently
     acquired by Secured Party.  If more than one person is listed as Borrower,
     the term "Obligations" includes both several and joint obligations of each
     Borrower.  Debtor and Secured Party specifically contemplate that Borrower
     may hereafter become further indebted to Secured Party.

2.   "Debtor" means Debtor, Borrower or both, as appropriate, in Section 7 of
     the Agreement.

3.   Written notice mailed to Borrower 10 days prior to public or private sale
     of the Collateral is reasonable notice.


EXECUTED EFFECTIVE AS OF March 17, 1998.


DEBTOR(S):


U.S. TIRE RECYCLING


BY:  /s/ DAVID G. GREENSTEIN                            TITLE:    PRESIDENT  




SECURED PARTY: CHASE BANK OF TEXAS, NATIONAL ASSOCIATION


BY: ________________________________________________________________________

TITLE: _____________________________________________________________________

<PAGE>
      
               CERTIFIED RESOLUTION AUTHORIZING SECURITY AGREEMENT


I, the undersigned duly elected officer certify that: 
I,______________________ am a ________________________________ of 
__________________________________________ a ________________________ / / 
corporation / / association / / limited liability company / / 
other______________ ("the company"); at a meeting of the Board of 
Directors/Managers of the company, a quorum being present, the following 
resolutions were duly adopted and recorded in the minute books of the 
company, kept by me, and are in accordance with the articles or certificate 
of incorporation/association/organization and bylaws and regulations of the 
company and are now in full force and effect:

     RESOLVED, that the company execute and deliver to_____________________
__________________________________________________________________________ 
__________________________________________________________________________ 
("Bank"), security agreement(s), assignment(s), pledge(s) and other security
devices and instruments and related financing statements, all in substantially
the forms submitted to this board, covering the property of the company
described therein, all with such additions and changes as an Authorized Person
approves, such approval to be conclusively binding on this company (the
"Security Documents") in favor of Bank in order to secure the payment and
performance of any and all indebtedness and obligations of the company and
__________________________________________________________________________ 
__________________________________________________________________________ 
__________________________________________________________________________ 
(jointly and severally, "Borrowers") to the Bank at any time existing, all as
set forth in the Security Documents;

     FURTHER RESOLVED, that this company has determined that the execution and
delivery of the Security Documents and the granting of security interests and
other interests in this company's property to secure the debts of Borrowers to
Bank may reasonably be expected to benefit directly or indirectly this company,
and that this company has or will receive reasonably equivalent value therefor;

     FURTHER RESOLVED, that each of the Authorized Persons whose name appears
below is authorized and directed, for and on behalf of and as the act and deed
of this company, to execute and deliver to Bank the Security Documents and to
execute such other documents as may be required by Bank to secure the
obligations of Borrowers to Bank and to take such other actions in the
consummation of the transactions herein contemplated upon such terms deemed
advisable by any Authorized Person as evidenced by the execution by such person
of the Security Documents;

     FURTHER RESOLVED, that this company hereby specifically ratifies and
confirms as the acts and deeds of this company the actions of any Authorized
Person taken prior to the date of the adoption of the above resolutions when
such actions are consistent with the authorization described in the above
resolutions including but not limited to the execution of documents relating to
any indebtedness owing by Borrowers to Bank, any arrangement whereby Bank
extends credit to this company, and any security provided by this company for
extensions of credit by Bank to or on behalf of the Borrowers.

     FURTHER RESOLVED, that the foregoing authority shall be and continue in
full force and effect until revoked or modified by written notice actually
delivered to the President or a Vice President of Bank; provided that such
revocation shall not be effective with respect to the exercise of such authority
prior to the receipt by Bank of notice.

                                   NAME OF
     SIGNATURE                OFFICE AUTHORIZED PERSON             OFFICE

_____________________         ________________________        ________________
_____________________         ________________________        ________________
_____________________         ________________________        ________________
_____________________         ________________________        ________________
_____________________         ________________________        ________________

     
     I FURTHER CERTIFY that attached hereto are true and complete copies of 
those Security Documents referred to in the preceding resolutions that were 
submitted to the board;

     I FURTHER CERTIFY that each of the above named Authorized Persons has been
duly elected and presently holds the office indicated opposite his/her name and
that the signature appearing opposite his/her name is the true and correct
signature of that person authorized pursuant to the above resolutions to perform
the actions described above and that the seal affixed hereto, if any, is the
authentic seal of the company;


<PAGE>

     IN WITNESS WHEREOF, I have hereunto subscribed my hand and affixed the seal
of this company by order of the Board of Directors this  ___________ day of 
________________________ , ________.

Strike the inapplicable;                    ____________________________________

(SEAL)                                                 /s/ DAVID G. GREENSTEIN
                                            ____________________________________

                                            Printed Name:  David G. Greenstein 
                                                          ______________________

This company has no seal.                   Title:         President           
                                                          ______________________



STATE OF TEXAS

COUNTY OF ________________________

     This instruments was acknowledged before me on the  ________ day of 
________________________,________________________ by 
______________________________________.

                                             _________________________________
                                             Notary Public in and for the State
                                             of TEXAS
(SEAL)
                                             My commission expires:___________

<PAGE>

                              BORROWING RESOLUTION FOR
         CORPORATIONS/PROFESSIONAL ASSOCIATIONS AND SECRETARY'S CERTIFICATE


I, the undersigned, Secretary of Waste Recovery, Inc. ("this Company"), a   
         Texas           corporation/professional association, do hereby certify
------------------------
State of Incorporation

that at a meeting of the Board of Directors of this Company duly and 
regularly called on the ____________ day of ____________,__________, a quorum 
being present, or pursuant to a waiver of notice and unanimous consent to 
action of all directors dated the 17th day of March, 1998, the following 
resolutions were unanimously adopted and recorded in the minute books of this 
Company kept by me, and are in accord with and pursuant to the charter and 
by-laws of this Company and are now in full force and effect, to wit:

     RESOLVED, that (SPECIFY NUMBER OF SIGNATURES REQUIRED ON EACH 
INSTRUMENT) one of the following officers or employees of this Company, 
herein called "Authorized Persons," whether one or more:

        PLEASE TYPE OR PRINT PLAINLY BELOW THE NAMES OF AUTHORIZED PERSONS.

     NAME                     TITLE                         SIGNATURE

David G. Greenstein      President                   /s/ DAVID G. GREENSTEIN  
____________________    _______________________      _________________________
____________________    _______________________      _________________________
____________________    _______________________      _________________________
____________________    _______________________      _________________________
____________________    _______________________      _________________________

are hereby authorized for and on behalf of and as the act and deed of this
Company to borrow money or to obtain credit from
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
712 MAIN, HOUSTON, TEXAS  77252-2558
("Bank") in such amounts, for such times, in such forms (including, but not
limited to, notes, facilities, acceptances, letters of credit and overdrafts)
and upon such terms as may be deemed by such Authorized Persons to be advisable;
to renew and extend from time to time any such loan or credit arrangement; to
execute and deliver to Bank, in such form as may be required by Bank, notes,
loan agreements, drafts, letters of credit applications and other instruments
and documents relating to any indebtedness owing by this Company to Bank or
relating to any other arrangement whereby Bank extends credit to this Company,
whether fixed or contingent; to mortgage, hypothecate, encumber, pledge, assign
or transfer to Bank, or otherwise subject to any lien or security interest in
favor of Bank, as security for any such indebtedness, any property of this
Company, real or personal, tangible or intangible; to sell to Bank with or
without recourse, any of this Company's notes, bills receivable, acceptances or
other paper, whether or not negotiable; and to take all such other actions as
such Authorized Persons may deem to be necessary or desirable, or as Bank may
require, to consummate any transaction contemplated in these resolutions.

     FURTHER RESOLVED, that Bank be and it hereby is authorized to credit this
Company on Bank's books with the proceeds as directed by such Authorized
persons, whether to the order of any of said persons in his individual capacity
or not, and whether such proceeds are deposited to the individual credit of any
such person or not.

     FURTHER RESOLVED, that the foregoing authority shall be and continue in
full force and effect until revoked or modified by written notice actually
delivered to the President or a Vice President of Bank; provided that such
revocation shall not be effective with respect to any exercise of any said
authority prior to receipt by Bank of such notice.

     I FURTHER CERTIFY that each title indicated and each signature appearing
above next to a designated Authorized Person is the title and signature of that
designated Authorized Person.

     I FURTHER CERTIFY, that Company
/x/   does not conduct business under an assumed business or professional
name(s).
/ /   does conduct business under an assumed business or professional name(s)
and it has properly filed an Assumed Name Certificate(s) in the office(s)
required by Chapter 36 of the Texas Business and Commerce Code for the following
name(s):

<PAGE>

ASSUMED BUSINESS/PROFESSIONAL NAMES USED:

__________________________________________________________________________ 
__________________________________________________________________________ 
__________________________________________________________________________ 
__________________________________________________________________________ 

     
     I FURTHER CERTIFY that this Company is duly organized, validly existing 
and in good standing under the laws governing its creation and existence; 
that all requisite licenses, permits and franchises for the operation of 
Company's business are in full force and effect; and that all taxes, 
assessments and governmental charges due upon Company's income, profits, or 
property have been paid except for those that Company is contesting in good 
faith and for which it has established adequate reserves.

     IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal* of this Company by order of the Board of Directors this 17th day of
March, 1998.




             (SEAL)*                                  /s/ DONALD R. PHILLIPS 
                                                      ________________________
(If Company has no seal, type "none.")                         Secretary